Verona Pharma plc Announces Pricing of Upsized Underwritten Public Offering

LONDON and RALEIGH, N.C., Aug. 10, 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 pricing of its upsized public offering of 12,400,000 American Depositary Shares (“ADSs”), each representing eight ordinary shares of Verona Pharma, nominal value £0.05 per share, at a price of $10.50 per ADS, for aggregate gross proceeds of $130.2 million before deducting underwriting discounts and commissions (the “Offering”). All ADSs in the Offering are being offered by Verona Pharma. In addition, Verona Pharma has granted the underwriters a 30-day option to purchase up to an additional 1,860,000 ADSs at the public offering price, less the underwriting discount and commission. The Offering is expected to close on August 15, 2022, subject to the satisfaction of customary closing conditions.

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

The Offering is being 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 will be filed with the SEC and will be 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, when available, 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.

Forward-Looking Statements

This press release contains forward-looking statements. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, the completion of the Offering.

These forward-looking statements are based on management's current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from our expectations expressed or implied by the forward-looking statements. The factors under the caption “Risk Factors” in Verona Pharma’s Annual Report on Form 10-K filed with the SEC on March 3, 2022, and Verona Pharma’s other reports filed with the SEC, could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management's estimates as of the date of this press release. While the Company may elect to update such forward-looking statements at some point in the future, the Company disclaims any obligation to do so, even if subsequent events cause the Company’s views to change. These forward-looking statements should not be relied upon as representing Verona Pharma’s views as of any date subsequent to the date of this press release.

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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