Verona Pharma Files Shelf Registration Statement with SEC
Shareholders' Circular and Notice of General Meeting
LONDON, May 23, 2018 (GLOBE NEWSWIRE) -- Verona Pharma plc (AIM:VRP) (Nasdaq:VRNA) ("Verona Pharma" or the "Company"), a clinical-stage biopharmaceutical company focused on developing and commercializing innovative therapies for the treatment of respiratory diseases with significant unmet medical needs, announces that it has filed a $200 million shelf registration statement on Form F-3 (the "Shelf Registration Statement") with the Securities and Exchange Commission (the "SEC"). Once declared effective by the SEC, the Shelf Registration Statement will permit the Company to issue or sell, from time to time over the next three years, up to $200 million in aggregate value of its ordinary shares of £0.05 each ("Ordinary Shares"), American Depositary Shares, warrants or units (together the "Securities").
The Company may use the Shelf Registration Statement on an as-needed basis to raise equity capital for general corporate purposes, which may include the funding of the Phase 3 clinical development and commercialization of the Company's product candidate, RPL554, for the treatment of chronic obstructive pulmonary disease, as well as the funding of additional development of RPL554 for the treatment cystic fibrosis and other indications. The Company has no immediate plans to issue or sell Securities pursuant to the Shelf Registration Statement, which is intended to provide financial flexibility to access additional capital in a competitive and expeditious manner when market conditions are appropriate.
The filing of a shelf registration statement is a common practice by Nasdaq-listed companies and may be effected following the first anniversary of a company listing on Nasdaq provided certain requirements are met, including timely regulatory reporting. Once declared effective by the SEC, the Shelf Registration Statement will be in effect for a period of three years, or such earlier time that the $200 million worth of Securities registered under the Shelf Registration Statement have been issued or sold. Any offers, solicitations of offers to buy, or sales of, the Securities will only be made once the Shelf Registration Statement and any prospectus supplement relating to it has been declared effective by the SEC.
The Company also announces that it will today publish and post to shareholders an explanatory circular (the "Circular") containing a notice of general meeting (the "General Meeting") at which resolutions will be proposed to seek authority in advance to allot shares or rights to subscribe for, or convert any security into shares, up to an aggregate nominal amount equivalent to 52,508,700 Ordinary Shares and permit the disapplication of statutory pre-emption rights in respect of the allotment of any such securities, such authorities to be valid for the three years following the General Meeting.
As stated above, the Company has no immediate plans to use such authority to raise equity capital but the Directors consider it to be in the best interests of the Company and its shareholders as a whole for the Company to have the flexibility to access additional capital when market conditions are appropriate in a competitive and expeditious manner and accordingly unanimously recommend that the shareholders vote in favour of the resolutions to be proposed at the General Meeting.
The Circular incorporates a notice convening the General Meeting to be held at the offices of Latham & Watkins (London) LLP, 99 Bishopsgate, London, EC2M 3XF, United Kingdom on June 26, 2018 at 4:00 p.m. An electronic copy of the Circular will be available on the Company's website at: http://www.veronapharma.com.
About Verona Pharma plc
Verona Pharma is a clinical-stage biopharmaceutical company focused on developing and commercializing innovative therapies for the treatment of respiratory diseases with significant unmet medical needs. Verona Pharma's product candidate, RPL554, is a first-in-class, inhaled, dual inhibitor of the enzymes phosphodiesterase 3 and 4 that acts as both a bronchodilator and an anti-inflammatory agent in a single compound. In clinical trials, treatment with RPL554 has been observed to result in statistically significant improvements in lung function and clinical symptoms as compared to placebo, and has shown clinically meaningful and statistically significant improvements in lung function when administered in addition to frequently used short- and long-acting bronchodilators as compared to such bronchodilators administered as a single agent. Verona Pharma is developing RPL554 for the treatment of chronic obstructive pulmonary disease (COPD), cystic fibrosis (CF), and potentially asthma.
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, statements regarding the use of proceeds for any funds raised under the Shelf Registration Statement, the Shelf Registration Statement providing financial flexibility to access additional capital in a competitive and expeditious manner when market conditions are appropriate, and the period of effectiveness of the Shelf Registration Statement.
All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements. 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 our actual results, performance or achievements to be materially different from our expectations expressed or implied by the forward-looking statements, including, but not limited to, the following: our limited operating history; our need for additional funding to complete development and commercialization of RPL554, which may not be available and which may force us to delay, reduce or eliminate our development or commercialization efforts; the reliance of our business on the success of RPL554, our only product candidate under development; economic, political, regulatory and other risks involved with international operations; the lengthy and expensive process of clinical drug development, which has an uncertain outcome; serious adverse, undesirable or unacceptable side effects associated with RPL554, which could adversely affect our ability to develop or commercialize RPL554; potential delays in enrolling patients, which could adversely affect our research and development efforts; we may not be successful in developing RPL554 for multiple indications; our ability to obtain approval for and commercialize RPL554 in multiple major pharmaceutical markets; misconduct or other improper activities by our employees, consultants, principal investigators, and third-party service providers; the loss of any key personnel and our ability to recruit replacement personnel, material differences between our "top-line" data and final data; our reliance on third parties, including clinical investigators, manufacturers and suppliers, and the risks related to these parties' ability to successfully develop and commercialize RPL554; and lawsuits related to patents covering RPL554 and the potential for our patents to be found invalid or unenforceable.
These and other important factors under the caption "Risk Factors" in our Annual Report on Form 20-F filed with the Securities and Exchange Commission ("SEC") on February 27, 2018, and our 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 we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014
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