Verona Pharma plc Announces Closing of Upsized Underwritten Public Offering, Including Full Exercise of Underwriters’ Option to Purchase Additional ADSs

LONDON and RALEIGH, N.C., Aug. 15, 2022 (GLOBE NEWSWIRE) -- Verona Pharma plc (Nasdaq: VRNA) (“Verona Pharma” or the “Company”), a clinical-stage biopharmaceutical company focused on respiratory diseases, announced today the closing of its upsized public offering of 14,260,000 American Depositary Shares (“ADSs”), each representing eight ordinary shares of Verona Pharma, nominal value £0.05 per share, at a price to the public of $10.50 per ADS, which includes the exercise in full by the underwriters of their option to purchase an additional 1,860,000 ADSs. The aggregate gross proceeds from the offering were approximately $150 million before deducting underwriting discounts and commissions and estimated offering expenses payable by Verona Pharma. All ADSs in the offering were offered by Verona Pharma.

Jefferies, Piper Sandler & Co. and Truist Securities acted as the book-running managers for the offering. BTIG, H.C. Wainwright & Co. and Wedbush PacGrow acted as co-managers for the offering.

The offering was made pursuant to a shelf registration statement on Form S-3, including a base prospectus, that was filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on March 19, 2021 and declared effective on March 29, 2021 (the “Registration Statement”). A preliminary prospectus supplement and accompanying base prospectus relating to and describing the terms of the offering was filed with the SEC on August 9, 2022. The final prospectus supplement relating to the offering was filed with the SEC on August 11, 2022 and is available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and the accompanying base prospectus relating to the offering may be obtained from: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, or by telephone at (877) 821-7388, or by e-mail at Prospectus_Department@Jefferies.com; Piper Sandler & Co., 800 Nicollet Mall, J12S03, Minneapolis, MN 55402, Attention: Prospectus Department, by telephone at (800) 747-3924, or by email at prospectus@psc.com; or Truist Securities, Inc., Attention: Prospectus Department, 3333 Peachtree Road NE, 9th floor, Atlanta, Georgia 30326 or by e-mail at TruistSecurities.prospectus@Truist.com.

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.

No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required in accordance with Regulation (EU) 2017/1129 (the “EU Prospectus Regulation”) or the EU Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended from time to time (the “EUWA”) (the “UK Prospectus Regulation”) to be published.

This announcement is for information purposes only and is directed only at persons whose ordinary activities involve acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (a) if in a member state of the European Economic Area (the “EEA”) (each a “Relevant State”), qualified investors within the meaning of article 2(e) of the EU Prospectus Regulation ("Qualified Investors"); or (b) if in the United Kingdom, qualified investors within the meaning of article 2(e) of the UK Prospectus Regulation who are also (i) persons who fall within the definition of “investment professional” in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (c) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii) and (iii) above together being referred to as “Relevant Persons”).

Any investment or investment activity to which this announcement relates is available only to Qualified Investors in the Relevant States, and to Relevant Persons in the United Kingdom, and will be engaged in only with Qualified Investors in Relevant States and Relevant Persons in the United Kingdom. This announcement must not be acted on or relied on by persons in a Relevant State who are not Qualified Investors, or persons in the United Kingdom who are not Relevant Persons.

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