April 24, 2017
Via EDGAR Transmission
Ms. Suzanne Hayes
Assistant Director
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 4720
Washington, D.C. 20549
Re: Verona Pharma plc
Registration Statement on Form F-1
Filed on April 3, 2017, as amended on April 18, 2017
File No. 333-217124
Dear Ms. Hayes:
In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above referenced Registration Statement so that it will become effective on April 26, 2017, at 4:00 p.m. Eastern Daylight Time, or as soon thereafter as practicable, or at such later time as Verona Pharma plc (the “Company”) or its counsel may request via telephone call to the staff.
Please contact Nathan Ajiashvili of Latham & Watkins LLP, counsel to the Company, at (212) 906-2916, or in his absence, Jennifer Yoon at (617) 880-4540, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.
In connection with this request for acceleration of the effective date of the Registration Statement, the Company acknowledges the following:
· should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
| Sincerely yours, | |
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| Verona Pharma plc | |
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| By: | /s/ Jan-Anders Karlsson |
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| Jan-Anders Karlsson, Ph.D. |
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| Chief Executive Officer |
cc: Peter N. Handrinos, Esq.
Nathan Ajiashvili, Esq.
Jennifer Yoon, Esq.