Exhibit 99.1
Verona Pharma Announces Director Purchases and Related Party Transactions
April 28, 2017, LONDON — Verona Pharma plc (AIM: VRP) (“Verona Pharma”), a clinical-stage biopharmaceutical company focused on developing and commercialising innovative therapeutics for the treatment of respiratory diseases with significant unmet needs, makes the following announcement further to the announcement released yesterday in respect of the Global Offering and the Shareholder Private Placement. Capitalised terms in this announcement will have the same meanings to those defined in the announcement released yesterday regarding the Global Offering, unless otherwise indicated.
Director Purchases
Verona Pharma notifies the following transactions by persons discharging managerial responsibilities (“PDMRs”) in its ordinary shares through participation in the Global Offering or, in the case of Dr David Ebsworth, the Shareholder Private Placement.
Name | | No. of ADSs to
be purchased | | No. of ordinary
shares to be
purchased | | Total
consideration | | Total number of ordinary
shares or ADSs held
following closing | |
| | | | | | | | | |
Dr David Ebsworth | | — | | 13,373 | | £ | 17,652.36 | | 117,657
(ordinary shares) | |
| | | | | | | | | |
Vikas Sinha | | 22,222 | | — | | $ | 299,997.00 | | 22,222
(ADSs) | |
The notification of dealing form for each PDMR can be found below.
AIM Rule 13 — Related Party Transactions
Verona Pharma has been informed that certain persons who are related parties as defined in the AIM Rules for Companies (the “AIM Rules”) will be purchasing ADSs or ordinary shares in the Global Offering. The participation of the following persons in the Global Offering, by virtue of their each owning over 10% of the current issued share capital of Verona Pharma and their respective participations in the Global Offering, each constitutes a related party transaction for the purposes of the AIM Rules.
The independent directors for the purposes of the Global Offering (being all the Directors save for those connected to these organisations participating in the Global Offering as detailed below), having consulted with the Company’s nominated adviser, N+1 Singer, consider that the terms of the related party transactions are fair and reasonable in so far as Verona Pharma’s shareholders are concerned.
Name | | No. of ADSs to be
purchased | | No. of ordinary shares
to be purchased | | Total consideration | |
| | | | | | | |
Novo A/S | | 740,740 | | — | | $ | 9,999,990.00 | |
| | | | | | | |
Funds affiliated with Vivo Ventures | | 704,225 | | — | | $ | 9,507,037.50 | |
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended (the “Securities Act”). Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the issuer and its management and financial statements. This press release is being issued pursuant to and in accordance with Rule 135e under the Securities Act.
For further information, please contact:
Verona Pharma plc | | Tel: +44 (0)20 3283 4200 |
Jan-Anders Karlsson, Chief Executive Officer | | info@veronapharma.com |
| | |
N+1 Singer (Nominated Adviser and UK Broker) | | Tel: +44 (0)20 7496 3000 |
Aubrey Powell / James White | | |
| | |
FTI Consulting (UK Media and Investor enquiries) | | Tel: +44 (0)20 3727 1000 |
Simon Conway / Stephanie Cuthbert /
Natalie Garland-Collins | | veronapharma@fticonsulting.com |
| | |
ICR, Inc. (US Media and Investor enquiries) | | |
James Heins | | Tel: +1 203-682-8251
James.Heins@icrinc.com |
Stephanie Carrington | | Tel. +1 646-277-1282
Stephanie.Carrington@icrinc.com |
The following disclosure is made in accordance with Article 19 of the EU Market Abuse Regulation 596/2014.
1 | Details of the person discharging managerial responsibilities / person closely associated |
| |
a) | Name | | Dr David Ebsworth |
| | | |
2 | Reason for the notification |
| |
a) | Position/status | | Non-Executive Chairman |
| | | |
b) | Initial notification /Amendment | | Initial Notification |
| | | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| |
a) | Name | | Verona Pharma plc |
| | | |
b) | Legal Entity Identifier | | 213800EVI6O6J3TIAL06 |
| | | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
| |
a) | Description of the financial instrument, type of instrument | | Ordinary Shares of 5p each |
| | | |
| | | |
| Identification code | | ISIN Code: GB00BYW2KH80 |
| | | |
b) | Nature of the transaction | | Purchase of Ordinary Shares |
| | | |
c) | Price(s) and volume(s) | | |
| | | Price | | Volume | | |
| | | £ | 1.32 | | 13,373 | | |
| | | |
d) | Aggregated information
- Aggregated volume
- Price | | N/A (single transaction) |
| | | |
e) | Date of the transaction | | 26 April 2017 |
| | | |
f) | Place of the transaction | | London Stock Exchange, AIM |
| | | | | | | | |
1 | Details of the person discharging managerial responsibilities / person closely associated |
| |
a) | Name | | Vikas Sinha |
| | | |
2 | Reason for the notification | | |
| | | |
a) | Position/status | | Director |
| | | |
b) | Initial notification /Amendment | | Initial Notification |
| | | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| |
a) | Name | | Verona Pharma plc |
| | | |
b) | Legal Entity Identifier | | 213800EVI6O6J3TIAL06 |
| | | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
| |
a) | Description of the financial instrument, type of instrument | | American Depositary Shares (each American Depositary Share represents eight Ordinary Shares of 5p each in Verona Pharma plc) |
| | | |
| | | |
| Identification code | | ISIN Code: US9250501064 |
| | | |
b) | Nature of the transaction | | Purchase of American Depositary Shares |
| | | |
c) | Price(s) and volume(s) | | |
| | | Price | | Volume | | |
| | | $ | 13.50 | | 22,222 | | |
| | | |
d) | Aggregated information
- Aggregated volume
- Price | | N/A (single transaction) |
| | | |
e) | Date of the transaction | | 27 April 2017 |
| | | |
f) | Place of the transaction | | NASDAQ |
| | | | | | | | |
