Vernalis PLC Regulatory News (VER)

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, ANY 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 ("FSMA"). 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.

28 February 2012

Vernalis plc

Result of Open Offer

On 10 February 2012, Vernalis plc (LSE: VER) ("Vernalis" or the "Company") announced that it was proposing to raise approximately £68.5 million (gross) through a Firm Placing and Placing and Open Offer of 342,528,564 New Ordinary Shares at a price of 20 pence per New Ordinary Share, which has been fully underwritten by Nomura Code.

The Open Offer closed at 11.00 am on 27 February 2012. Valid applications have been received from Qualifying Shareholders in respect of 244,685,582 New Ordinary Shares (representing approximately 83.65 per cent. of the 292,528,564 New Ordinary Shares available under the Open Offer). The remaining 47,842,982 New Ordinary Shares to be issued in connection with the Placing and Open Offer and the 50,000,000 New Ordinary Shares to be issued in connection with the Firm Placing have been placed with certain existing shareholders and with new institutional investors at a price of 20 pence per New Ordinary Share.

The Firm Placing and Placing and Open Offer remains conditional upon passing of the Resolutions at the General Meeting to be held later today (28 February 2012) and admission of the New Ordinary Shares to trading on the London Stock Exchange's Main Market for Listed Securities and to listing on the premium segment of the Official List of the FSA, which is expected to become effective on 2 March 2012.

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 10 February 2012 unless the context requires otherwise.

About Vernalis:

Vernalis is a revenue generating development stage pharmaceutical company with significant expertise in drug development. The Group has one marketed product, frovatriptan for the acute treatment of migraine, and eight candidates in development, seven of which are designated priority programmes. Four of these priority development programmes are currently unpartnered and three are partnered. Pipeline programmes are derived from both our own research activities where we have significant expertise in fragment and structure based drug discovery, as well as from collaborations. Our technologies, capabilities and products are endorsed by collaborations with Endo, Genentech, GSK, Lundbeck, Menarini, Novartis and Servier.

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

Not for release, publication or distribution directly or indirectly in or into the United States, Canada, Australia, New Zealand, Japan or South Africa.

Nomura Code Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Vernalis in relation to the Firm Placing and Placing and Open Offer and will not be responsible to anyone other than Vernalis for providing the protections afforded to clients of Nomura Code Securities Limited nor for providing advice in relation to the Firm Placing and Placing and Open Offer or any other transaction or arrangement referred to in this document. Nothing in this paragraph shall serve to include or limit any responsibilities or liabilities Nomura Code Securities Limited may have under FSMA or the regulatory regime established thereunder.

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, any 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 FSMA. 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 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.

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.