Vernalis PLC Regulatory News (VER)

Date: 1 March 2010

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR SOUTH AFRICA.

THE CONTENTS OF THIS ANNOUNCEMENT DO NOT CONSTITUTE OR FORM PART OF AN OFFER OF OR INVITATION TO SELL OR ISSUE OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES FOR SALE IN ANY JURISDICTION NOR SHALL THEY (OR ANY PART OF THEM) OR THE FACT OF THEIR DISTRIBUTION FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, AND CONTRACT OR COMMITMENT TO DO SO. THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS FOR THE PURPOSES OF EU DIRECTIVE 2003/71/EC (THE "DIRECTIVE") AND PART VI OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED). A PROSPECTUS HAS BEEN PREPARED AND MADE AVAILABLE TO THE PUBLIC IN ACCORDANCE WITH THE DIRECTIVE. RECIPIENTS OF THIS ANNOUNCEMENT WHO INTEND TO PURCHASE SUCH SECURITIES ARE REMINDED THAT ANY SUCH PURCHASE OR SUBSCRIPTION MUST BE MADE SOLELY ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS IN ITS FINAL FORM.

THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES AND THE COMPANY DOES NOT CURRENTLY INTEND TO REGISTER ANY SECURITIES UNDER THE SECURITIES ACT. THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES.

Vernalis plc ("the Company")

Support from existing shareholders in GBP28.5m (net) Placing and Open Offer

Final allocation of shares made to existing and new investors

Vernalis plc (LSE: VER) ("Vernalis" or the "Company"), the development stage pharmaceutical company with a broad pipeline of clinical and early stage programmes, announces today that the Placing and Open Offer announced on 11 February 2010 has received support from existing shareholders.

Vernalis announced on 11 February 2010 that it was proposing to raise approximately GBP28.5m, net of expenses, through an underwritten Placing and Open Offer of 39,413,722 New Ordinary Shares at a price of 76 pence per New Ordinary Share (subject to the effect of the Share Capital Reorganisation). The Placing and Open Offer has been fully underwritten by Piper Jaffray.

The Open Offer closed at 11.00 am on 26 February 2010. Valid applications have been received from Qualifying Shareholders in respect of 10,254,218 shares (representing approximately 26.02 per cent. of the 39,413,722 New Ordinary Shares available under the Placing and Open Offer). The remaining 29,159,504 New Ordinary Shares have been placed with certain existing shareholders and with new institutional investors at a price of 76 pence per New Ordinary Share.

The remaining steps in the process to complete the Placing and Open Offer are:

·; passing of the Resolutions without material amendment at the General Meeting to be held later today, 1 March 2010; and

·; admission of the New Ordinary Shares to trading on the London Stock Exchange and to listing on the Official List of the Financial Services Authority, which is expected to become effective on 2 March 2010.

The New Ordinary Shares, when issued and fully paid, will rank pari passu with the Existing Ordinary Shares in all respects.

Capitalised terms used (but not defined) in this announcement have the same meanings as in the Prospectus sent to shareholders on 11 February 2010 unless the context requires otherwise.

Piper Jaffray Ltd., which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for the Company as sole sponsor, broker and underwriter in connection with the Placing and Open Offer and not for any other person and will not be responsible to any other person for providing the protections afforded to its customers or for providing advice in relation to the Placing and Open Offer, the contents of the Prospectus and, if relevant, the accompanying documents or any arrangements referred to therein.

This news release has been issued by Vernalis plc and is the sole responsibility of Vernalis plc.

About Vernalis:

Vernalis is a development stage pharmaceutical company with significant expertise both in de novo fragment and structure-based drug discovery and pre-clinical and clinical development. The Group has five priority product candidates in clinical development (three of which are partnered), two further priority programmes in pre-clinical development (neither of which is partnered) and other collaborative drug discovery programmes. Vernalis has a further two partnered programmes that are in clinical development in which it retains an economic interest. Our technologies, capabilities and products are endorsed by collaborations with leading, global pharmaceutical companies including GSK, Biogen Idec, Novartis, Servier, Chiesi, Menarini, and Endo.

For further information about Vernalis, please visit www.vernalis.com.

The distribution of this announcement in certain jurisdictions may be restricted by law and such distribution could result in violation of the laws of such jurisdictions. In particular, this announcement is not for distribution in the United States, Australia, New Zealand, Canada, Japan or South Africa.

This announcement is not an offer of securities for sale in the United States. The Placing and Open Offer Shares have not been and will not be registered under the Securities Act or under the applicable securities laws of any state or other jurisdiction of the United States or qualified for distribution under any applicable securities laws in Canada, Australia, New Zealand, South Africa or Japan. The Placing and Open Offer Shares may not be offered or sold, directly or indirectly, within the United States absent registration or an exemption from registration under the Securities Act and in compliance with any applicable securities laws of the states of the United States. No public offering of the securities discussed herein is being made in the United States and the information contained herein does not constitute an offering of securities for sale in the United States, Canada, Australia, New Zealand, Japan or South Africa. This announcement is not for distribution directly or indirectly in or into the United States, Canada, Australia, New Zealand, Japan or South Africa.

Neither the Placing and Open Offer Shares, the related Prospectus, this announcement nor any other document connected with this Placing and Open Offer has been or will be approved or disapproved by the United States Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, nor have any of the foregoing authorities or any securities commission passed upon or endorsed the merits of the offering of the Placing and Open Offer Shares. Any representation to the contrary is a criminal offence.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities. Any purchase of, or application for, the New Ordinary Shares should be made only on the basis of information contained in the Prospectus which has been sent to Qualifying Shareholders.

The delivery of this announcement shall not, under any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this announcement nor that the information in it is correct as of any subsequent time.

This announcement may contain forward-looking statements that reflect the Group's current expectations regarding future events, including the clinical development and regulatory clearance of the Group's products, the Group's ability to find partners for the development and commercialisation of its products, the Group's liquidity and results of operations, as well as the Group's future capital raising activities. Forward-looking statements involve risks and uncertainties. Actual events could differ materially from those projected herein and depend on a number of factors, including the success of the Group's research strategies, the applicability of the discoveries made therein, the successful and timely completion of clinical studies, the uncertainties related to the regulatory process, the ability of the Group to identify and agree beneficial terms with suitable partners for the commercialisation and/or development of its products, the acceptance of the Group's products by consumers and medical professionals, and the ability of the Group to identify and consummate suitable strategic and business combination transactions.