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Verona Pharma: Results Of Open Offer

3/24/2014 9:31:21 AM

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24 March 2014, London – Verona Pharma plc (AIM: VRP), the drug development company focused on “first-in-class” medicines to treat respiratory diseases, today reports the results of an Open Offer, details of which were first announced on 6 March 2014 as part of a conditional Placing, Subscription and Open Offer of up to 637,324,831 New Ordinary Shares at 2.2 pence per share to raise up to £14.0 million before expenses. The Placing and Subscription involved the issue, respectively, of 298,750,000 and 292,000,000 New Ordinary Shares.

The Open Offer, which involved the issue of up to 46,574,831 New Ordinary Shares, has now closed in accordance with its terms and Verona Pharma is pleased to announce that it received valid acceptances from Qualifying Shareholders in respect of 47,429,956 New Ordinary Shares, representing 101.8 per cent. of the New Ordinary Shares available under the Open Offer. In accordance with the terms and conditions, all applications made pursuant to the Open Offer (other than Excess Shares applied for under the Excess Application Facility) have been met in full and a scaling back exercise has been undertaken in respect of applications for Excess Shares. Verona Pharma has therefore raised gross proceeds of £1.0 million through the Open Offer and £14.0 million in total.

The Open Offer, together with the Placing and Subscription, remains conditional, inter alia, upon the passing of the resolutions at the General Meeting this morning at 11.00am and upon Admission occurring by 8.00am on 25 March 2014 (or such later time as Verona Pharma and its joint brokers, WH Ireland Limited and WG Partners may agree).

Application has been made to the London Stock Exchange for the admission of all of the New Ordinary Shares which are subscribed for to trading on AIM. It is expected that Admission will occur and that dealings will commence at 8.00am on 25 March 2014.

Wales Life Sciences Investment Fund LP has agreed to subscribe for 210 million of the Subscription Shares, representing approximately 20.8 per cent. of the Enlarged Share Capital, for a total consideration of approximately £4.6 million, and the Company has agreed to relocate certain of its operations to Wales.

This announcement should be read in conjunction with the full text of the Circular posted to Shareholders on 6 March 2014, a copy of which is available on the Company's website at

Jan-Anders Karlsson, Chief Executive Officer of Verona Pharma, said:
"We are absolutely delighted to have attracted such strong support from both new and existing institutional shareholders and, through the fully subscribed open offer, from our existing non institutional shareholders. Verona Pharma is now properly financed to progress the development of both RPL554 and VRP700 which we expect will create significant value for our extended shareholder base."

For more information, please visit or contact:

Verona Pharma plc Tel: 020 7863 3300
Clive Page, Chairman
Jan-Anders Karlsson, CEO
Richard Bungay, CFO

WH Ireland Limited (NOMAD) Tel: 020 7220 1666
Chris Fielding
Nick Field

WG Partners Tel: 020 7149 6327
David Wilson
Claes Spång
Jonathan Gosling

FTI Consulting Tel: 020 3727 1000
Julia Phillips
Simon Conway

About Verona Pharma plc

Verona Pharma is developing “first-in-class” drugs to treat respiratory disease, such as COPD, asthma and chronic, severe cough. The Company has three drug programmes, two of which are in Phase II. The lead programme, RPL554, is an innovative dual phosphodiesterase (PDE) 3 and 4 inhibitor with both bronchodilator and anti-inflammatory properties. VRP700 is an innovative product for suppressing chronic, severe cough in patients with underlying lung disease. In its third programme, Verona Pharma is investigating novel anti-inflammatory molecules, called NAIPs, for a wide range of respiratory and inflammatory diseases.

About RPL554 for the treatment of COPD and Asthma

Verona Pharma’s lead drug, RPL554, is a dual phosphodiesterase (PDE) 3 and 4 inhibitor being developed as a novel treatment for chronic obstructive airways disease such as COPD and asthma with bronchodilator and anti-inflammatory effects. Both effects are essential to improve symptoms in patients with COPD or asthma. RPL554 is currently in phase II for both diseases.

COPD is a chronic lung disease with significant unmet need for which current treatment is far from optimal, as it often has unwanted side-effects and/or limited effectiveness. COPD is most commonly characterised by fixed airflow obstruction and chronic airways inflammation resulting from exposure to irritants like tobacco smoke. Asthma, which remains one of the most common chronic diseases in the world, is characterised by recurrent breathing problems and symptoms such as breathlessness, wheezing, chest tightness, and coughing. The market for COPD and asthma drugs is currently estimated to be GBP20 billion [source: visiongain].

About VRP700 for the treatment of Cough

VRP700 is Verona Pharma's lead drug compound for the treatment of cough, having a novel mechanism of action involving the suppression of cough initiating signals originating from cough sensory nerve endings located in the lungs. A clinical trial completed at the University of Florence, Italy in September 2011 clearly demonstrated significant anti-tussive effects with nebulised VRP700 in hospitalized patients with chronic severe cough.

Cough can be a very debilitating comorbidity reported by patients, especially those with respiratory conditions such as asthma, COPD, lung cancer, interstitial lung disease, fibrosis or lung infections. It is a neglected symptom which is often self-medicated. Consumer spending on OTC medications, including those for cough, grew by 10% over 2005-10, to reach GBP532 million in UK [source: Mintel]. However, there is very little clinical evidence for such OTC cough medications being really effective and it is widely recognised by the medical community that there is a large need for more effective drugs to control and prevent pathologically induced coughing.

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