TIDMVRP
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF
ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 ("MAR"). UPON
PUBLICATION OF THIS ANNOUNCEMENT THIS INFORMATION IS NOW CONSIDERED IN
THE PUBLIC DOMAIN.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. NEITHER THIS
ANNOUNCEMENT, NOR ANYTHING CONTAINED HEREIN, SHALL FORM THE BASIS OF, OR
BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN
ANY JURISDICTION.
Focusing Shareholder Liquidity on Nasdaq Market
LONDON and RALEIGH, N.C., Sept. 21, 2020 (GLOBE NEWSWIRE) -- Verona
Pharma plc (AIM: VRP) (Nasdaq: VRNA) ("Verona Pharma" or the "Company"),
a clinical-stage biopharmaceutical company focused on respiratory
diseases, announces its intention to cancel the admission to trading of
the Company's ordinary shares ("Ordinary Shares") on AIM (the "AIM
Delisting").
Verona Pharma hereby provides the requisite 20 business days' notice of
the intended AIM Delisting. The Company intends that the last day of
trading of the Company's Ordinary Shares on AIM will be October 29, 2020
and the proposed AIM Delisting will be effective from 7.00 am London
time on October 30, 2020.
Verona Pharma will retain the listing of its American Depositary Shares
("ADSs") on the Nasdaq Global Market ("Nasdaq") under ticker symbol
VRNA. Existing holders of ADSs do not need to take any action as a
result of this announcement.
Following the AIM Delisting, shares will only be tradeable on Nasdaq.
Further information about the process to convert Ordinary Shares into
ADSs is provided below and is also available on the Company's website at
https://www.veronapharma.com/investors/aim-delisting. A copy of this
announcement and such information are also being sent to all
shareholders on the ordinary share register.
Background
The Company's Ordinary Shares were admitted to trading on AIM in 2006.
AIM provided Verona Pharma with important access to capital and share
trading liquidity during the formative phase of its business, enabling
the Company to invest in and develop the ensifentrine program during the
early stages of its clinical development. In July 2016, Verona Pharma
attracted material capital from investors including from U.S. specialist
investors in parallel U.S. and U.K. offerings. By April 2017, the
Company had completed a public offering of ADSs on Nasdaq, resulting in
Verona Pharma achieving dual-listed status. The liquidity in the trading
of Verona Pharma's Ordinary Shares was immediately enhanced by the
Nasdaq listing and more recently, the $200 million financing completed
in July 2020. This demand from U.S. investors has led to a rapid and
significant increase in the proportion of Verona Pharma's Ordinary
Shares that is currently held via ADSs and traded on Nasdaq.
As at September 17, 2020, 93 percent. of the Company's Ordinary Shares
are held in ADS form and tradeable on Nasdaq with approximately 98
percent. of trading in the past six months taking place on Nasdaq. All
shareholders who have not already converted their Ordinary Shares into
ADSs are currently able to do so at any time.
The AIM Rules for Companies require that, unless the London Stock
Exchange otherwise agrees, a cancellation of a company's shares from
trading on AIM requires the consent of votes cast by the company's
shareholders at a general meeting. In this instance, given the Company's
listing of the ADSs on Nasdaq enables shareholders to continue to trade
their shares in the Company in that format, and further that there is a
process available to shareholders to convert their Ordinary Shares into
ADSs prior to the AIM Delisting, the London Stock Exchange has agreed
that shareholder consent in a general meeting is not required to
complete the AIM Delisting.
Reasons for the AIM Delisting
The board of directors of the Company (the "Board") has decided to
implement the AIM Delisting for the following reasons:
-- Only a small proportion of trading in the Company's shares is conducted
on AIM and a continuation of the decline in this proportion would be
likely to lead to a decrease in the liquidity of the Ordinary Shares
trading on AIM.
-- The AIM Delisting is expected to further enhance the liquidity of trading
in the Company's ADSs by combining on Nasdaq the volume of transactions
from both Nasdaq and AIM.
-- The cost of complying with the AIM Rules for Companies is duplicative of
that for complying with the Nasdaq market rules, and the Company sees
advantages in reducing its cost base as it progresses its clinical
development and commercialisation strategy, which remains unchanged.
-- Internal financial and legal staff time for compliance with AIM Rules is
duplicative of that required for compliance with the Nasdaq market rules.
-- The Company's shares will still be tradeable on Nasdaq in ADS format.
Accordingly, the directors believe that it is no longer in the best
interests of the Company or its shareholders as a whole for the Company
to retain its AIM listing. Accordingly, the Company is providing an
opportunity for shareholders to convert their ordinary shares into ADSs
without cost, prior to the AIM Delisting becoming effective.
Effect of the AIM Delisting
Shareholders will no longer be able to buy and sell Ordinary Shares on
AIM following the AIM Delisting. Holders of Ordinary Shares should read
"Information for holders of Ordinary Shares" below which explains in
more detail the process of converting Ordinary Shares into ADSs.
Following the effective date of the AIM Delisting, the Company will no
longer be subject to the AIM Rules for Companies or be required to
retain the services of an independent nominated adviser ("Nomad"). The
Company will also no longer be subject to the QCA Corporate Governance
Code or be required to comply with the continuing obligations set out in
the FCA's Disclosure Guidance and Transparency Rules ("DTRs") or,
provided the Company's securities remain outside the scope of the
regulation, the EU Market Abuse Regulation ("MAR"). In addition, the
Company and its shareholders will no longer be subject to the provisions
of the DTRs relating to the disclosure of changes in significant
shareholdings in Verona Pharma. The Company will, however, continue to
comply with all regulatory requirements for the Nasdaq listing of its
ADSs, including all applicable rules and regulations of the US
Securities and Exchange Commission.
Shareholders who continue to hold Ordinary Shares will continue to be
notified in writing of the availability of key documents on our website,
including publication of Annual Reports and Annual General Meeting
documentation. Holders of ADSs will be able to continue to access all
such information via the Verona Pharma website. Holders of Ordinary
Shares and ADSs will both be eligible to receive any future dividends
that may be declared.
Following the AIM Delisting, as the Company will remain a public limited
company incorporated in England and Wales but its securities will not be
admitted to trading on a regulated market in the United Kingdom (or the
Channel Islands or the Isle of Man), the City Code on Takeovers and
Mergers (the "Code") will only apply to the Company if it is considered
by the Panel on Takeovers and Mergers (the "Panel") to have its place of
central management and control in the United Kingdom (or the Channel
Islands or the Isle of Man). This is known as the "residency test". The
way in which the test for central management and control is applied for
the purposes of the Code may be different from the way in which it is
applied by the United Kingdom tax authorities, HM Revenue & Customs
("HMRC"). Under the Code, the Panel looks to where the majority of the
directors of the Company are resident, amongst other factors, for the
purposes of determining where the Company has its place of central
management and control.
Accordingly, following the AIM Delisting, the Panel has confirmed to the
Company that the Code will not apply to the Company and the Company and
its shareholders will therefore not have the benefit of the protections
the Code affords, including, but not limited to, the requirement that a
person who acquires an interest in Ordinary Shares carrying 30% or more
of the voting rights in the Company must make a cash offer to all other
shareholders at the highest price paid in the 12 months before the offer
was announced.
Notwithstanding the above, the Company may become subject to the Code in
the future if any changes to the Board composition result in the
majority of the directors being resident in the United Kingdom, Channel
Islands or the Isle of Man.
Information for holders of Ordinary Shares
The Company's Ordinary Shares will continue to be traded on AIM until
market close (4.30 p.m. London time) on October 29, 2020. Thereafter,
holders of unconverted Ordinary Shares can still hold the Ordinary
Shares, but there will be no public market in the U.K. on which the
Ordinary Shares can be traded, and the Ordinary Shares will not be
tradeable on Nasdaq in this form. In order to sell Ordinary Shares on a
public market following the AIM Delisting, selling shareholders will
need to convert their Ordinary Shares into ADSs. Each ADS represents
eight Ordinary Shares. This conversion can be made at any time,
including before the AIM Delisting.
The Board considers that Shareholders should consider converting their
Ordinary Shares into ADSs prior to the AIM Delisting for the following
reasons:
-- Shareholders who elect to convert their Ordinary Shares into ADSs prior
to the AIM Delisting will not incur a U.K. stamp duty, or stamp duty
reserve tax ("SDRT"), charge. However, it is expected that shareholders
who elect to convert their Ordinary Shares into ADSs following the AIM
Delisting will incur a stamp duty, or SDRT, charge at a rate of 1.5
percent of the market value of the Ordinary Shares being converted, to
the U.K. taxation authority, HMRC.
-- The Company's ADS depositary, Citibank, will not apply any fees on the
conversion of Ordinary Shares into ADSs from the date of this
announcement until (and including) October 29, 2020, being the last day
of trading of the Company's Ordinary Shares on AIM. Thereafter, fees of
up to $0.05 per ADS may be charged by the Company's depositary.
-- Conversion of Ordinary Shares has to take place in multiples of eight. It
is not possible to receive a fraction of an ADS, so in the event that the
conversion is completed after the AIM Delisting, there is a risk that
shareholders will be left with a small number of Ordinary Shares (up to a
maximum of 7 shares) which cannot be converted into ADSs. If converted
before the AIM Delisting has taken effect, any residual Ordinary Shares
can be sold on AIM.
-- The Company's Ordinary Share registrar, Computershare UK, will facilitate,
on the Company's behalf, a block transfer process for those Shareholders
who hold their Ordinary Shares in certificated form and who may wish to
participate in a managed conversion process. Subject to the requisite
documents being returned to Computershare UK by the required deadline
(October 12, 2020), Computershare UK will arrange for the relevant
Ordinary Shares to be converted into ADSs and transmitted to an account
held in the name of the relevant Shareholder at the Company's ADS
depositary, Citibank, through its U.S. Transfer Agent, Computershare US.
-- Shareholders who do not elect to participate in this block transfer
process can utilise the services of any broker to facilitate conversion
at their convenience.
Verona Pharma advises holders of Ordinary Shares which are not in ADS
form to seek independent financial advice regarding the AIM Delisting
and the conversion of their Ordinary Shares into ADSs.
Information on the process to convert Ordinary Shares into ADSs, the
forms to be completed and contacts at the Company's registrar,
Computershare, and ADS depositary, Citibank, are included on Verona
Pharma's website at
https://www.veronapharma.com/investors/aim-delisting.
In addition, the Company intends to send by mail such information and
these forms to all shareholders on the ordinary share register as at
September 18, 2020.
U.K. tax treatment
Many investors purchase AIM-quoted shares because they are classed as
unlisted/unquoted securities which may qualify for relief from
inheritance taxation and certain other preferential tax benefits. Verona
Pharma cannot and does not provide any form of taxation advice to
shareholders and therefore shareholders are strongly advised to seek
their own taxation advice to confirm the consequences of continuing to
hold unlisted Ordinary Shares or converting Ordinary Shares into ADSs.
The following summary does not constitute legal or tax advice and is not
exhaustive. The Company's understanding of the current position under UK
taxation law is as follows (but it should be noted that the Company has
not taken steps to confirm the current position with HMRC and therefore
the following should not be relied upon by Shareholders without taking
further advice) and the Company accepts no liability in respect of any
such reliance on any information provided herein on taxation matters:
-- Following the AIM Delisting, Ordinary Shares should continue to be
accepted by HMRC as qualifying as unlisted/unquoted securities for the
purposes of certain specific U.K. tax rules (notably, the U.K.
inheritance tax business property relief rules). Therefore, those
shareholders who elect to continue to hold unlisted Ordinary Shares
should continue to be regarded as holding unlisted/unquoted securities
under those same rules; and
-- Those shareholders who elect to convert their holdings of Ordinary Shares
to Nasdaq listed ADSs should similarly still be regarded as holding
unlisted/unquoted securities for the purposes of the same specific U.K.
tax rules as are referred to above, on the basis that each ADS is a
financial instrument which represents eight Ordinary Shares held on
deposit with the depositary, Citibank, that issues the ADSs. As the ADS
holder retains similar rights to a direct holder of Ordinary Shares
(rights to vote, rights to dividend, etc.) subject in all instances to
the terms and conditions of the governing deposit agreement and it is the
ADSs rather than the Ordinary Shares themselves that are listed, the
Company understands that the listing of ADSs on Nasdaq and the AIM
Delisting should not cause the Ordinary Shares to be treated by HMRC as
listed/quoted securities ceasing to qualify for relief under the specific
U.K. tax rules referred to above (in particular, under the U.K.
inheritance tax business property relief rules).
Shareholders who elect to convert their holdings of Ordinary Shares to
Nasdaq listed ADSs prior to the AIM Delisting should not incur a stamp
duty, or SDRT, charge. It is expected that shareholders who elect to
convert their holdings of Ordinary Shares to Nasdaq listed ADSs
following the AIM Delisting may incur a stamp duty, or SDRT, charge at
the rate of 1.5 percent of the market value of the Ordinary Shares being
converted.
If you are in any doubt as to your tax position you should consult an
appropriate professional adviser immediately.
Expected Timetable
Date of announcement September 21, 2020
-------------------------------------------------------- --------------------
Last date for certificated shareholders to submit October 12, 2020
block transfer participation request (Appendix B)
to Computershare
-------------------------------------------------------- --------------------
Expected date of issuance of ADSs to block transfer on or around October
participants 26, 2020
-------------------------------------------------------- --------------------
Expected date of posting of ADS receipts to shareholders on or around October
by Citibank 26, 2020
-------------------------------------------------------- --------------------
Last date of dealings of Ordinary Shares on AIM October 29, 2020
-------------------------------------------------------- --------------------
Cancellation effective and AIM Delisting complete 7.00 a.m., on
October 30, 2020
-------------------------------------------------------- --------------------
If there are any changes to this timetable, the Company will notify the
change by way of a further regulatory announcement containing details of
the revised timetable.
About Ensifentrine
Ensifentrine (RPL554) is an investigational, first-in-class, inhaled,
dual inhibitor of the enzymes phosphodiesterase 3 and 4 (PDE3 and PDE4).
This dual inhibition enables it to combine both bronchodilator and
anti-inflammatory effects in one compound. Ensifentrine has demonstrated
significant and clinically meaningful improvements in both lung function
and COPD symptoms, including breathlessness, in Verona Pharma's prior
Phase 2 clinical studies in patients with moderate to severe COPD. In
addition, nebulized ensifentrine showed further improved lung function
and reduced lung volumes in patients taking standard short- and
long-acting bronchodilator therapy, including maximum bronchodilator
treatment with dual/triple therapy. Ensifentrine has been well tolerated
in clinical trials involving more than 1,300 subjects to date.
About Verona Pharma
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. If
successfully developed and approved, Verona Pharma's product candidate,
ensifentrine, has the potential to be the first therapy for the
treatment of respiratory diseases that combines bronchodilator and
anti-inflammatory activities in one compound. The Company plans to
initiate its Phase 3 clinical program ENHANCE (Ensifentrine as a Novel
inHAled Nebulized COPD thErapy) later in 2020 for nebulized ensifentrine
for COPD maintenance treatment. The Company raised gross proceeds of
$200 million through a private placement in July 2020 and expects the
funds to support its operations and Phase 3 clinical program into 2023.
Two additional formulations of ensifentrine are currently in Phase 2
development for the treatment of COPD: dry powder inhaler ("DPI") and
pressurized metered-dose inhaler ("pMDI"). Ensifentrine also has
potential applications in COVID-19, cystic fibrosis, asthma and other
respiratory diseases. For more information, please visit
www.veronapharma.com
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. 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. 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.
For further information, please contact:
Verona Pharma plc Tel: +44 (0)20 3283 4200
David Zaccardelli, Chief Executive Officer info@veronapharma.com
Victoria Stewart, Director of Communications
N+1 Singer (Nominated Adviser and UK Broker) Tel: +44 (0)20 7496 3000
Aubrey Powell / George Tzimas / Iqra Amin (Corporate
Finance)
Tom Salvesen (Corporate Broking)
(END) Dow Jones Newswires
September 21, 2020 02:00 ET (06:00 GMT)
Copyright (c) 2020 Dow Jones & Company, Inc.
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