4 Apr 2019 07:00
Grant of Options and RSUs and PDMR Dealings
LONDON, April 04, 2019 (GLOBE NEWSWIRE) -- Verona Pharma plc (AIM:VRP) (Nasdaq:VRNA) (“Verona Pharma”), a clinical-stage biopharmaceutical company focused on developing and commercializing innovative therapies for respiratory diseases, announces that, on April 1, 2019 (the “Grant Date”), it granted the following options over ordinary shares of £0.05 each (the “Ordinary Shares”) and American Depositary Shares (“ADS”) and restricted share units (“RSUs”) and Restricted American Depositary Share Units (“RADSUs”) to directors and employees of Verona Pharma under and in accordance with Verona Pharma’s 2017 Incentive Award Plan (which is set out in Verona Pharma’s 2018 annual report and 20-F):
2,592,322 options to purchase Ordinary Shares;163,841 options to purchase ADSs, representing 1,310,728 Ordinary Shares;523,392 RSUs; and27,138 RADSUs, representing 217,104 Ordinary Shares.Each RSU and RADSU represents an unfunded, unsecured right to receive, on the applicable settlement date, one Ordinary Share or the equivalent number of ADSs, as applicable, or an amount in cash or other consideration. Except where the context indicates otherwise, references hereunder to the Ordinary Shares shall be deemed to include a number of ADSs equal to an Ordinary Share. No consideration was paid in respect of the grant of awards.
PDMR Dealings
Verona Pharma notifies the following transactions by persons discharging managerial responsibilities (“PDMRs”) in its Ordinary Shares through the grant of options over Ordinary Shares and ADSs and RSUs under and in accordance with Verona Pharma’s 2017 Incentive Award Plan.
| Name | Options over | RSUs and RADSUs |
| Dr. Jan-Anders Karlsson, CEO | 1,026,944 Ordinary Shares | 266,424 RSUs |
| Piers Morgan, CFO | 359,430 Ordinary Shares | 93,247 RSUs |
| Dr. Kathleen Rickard, CMO | 70,000 ADSs(representing 560,000 Ordinary Shares) | 15,000 RADSUs(representing 120,000 RSUs) |
| Claire Poll, Legal Counsel | 256,735 Ordinary Shares | 66,603 RSUs |
The options over Ordinary Shares have an exercise price of £0.58 per Ordinary Share, being the closing mid-market price on March 29, 2019. The options over ADSs have an exercise prce of £4.64 per ADS, on the basis that each ADS represents 8 ordinary shares. The RSUs also have a value of £0.58 per RSU and the RADSUs have a value of £4.64 per RADSU.
The options, RSUs and RADSUs set forth in the table above will vest as to 50% of the Ordinary Shares or ADSs (as appropriate) in three substantially equal annual instalments following the Grant Date and as to 50% of the Ordinary Shares or ADSs (as appropriate) in four substantially equal annual instalments following the Grant Date.
The notification of dealing form in respect of option/RSU awards for each PDMR can be found below.
For further information, please contact:
| Verona Pharma plc | Tel: +44 (0)20 3283 4200 |
| Jan-Anders Karlsson, Chief Executive Officer | info@veronapharma.com |
| Victoria Stewart, Director of Communications | |
| Stifel Nicolaus Europe Limited (Nominated Adviser and UK Broker) | Tel: +44 (0) 20 7710 7600 |
| Stewart Wallace / Jonathan Senior / Ben Maddison | SNELVeronaPharma@stifel.com |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||
| a) | Name | Dr. Jan-Anders Karlsson | |
| 2 | Reason for the notification | ||
| a) | Position/status | Chief Executive Officer | |
| b) | Initial notification /Amendment | Initial Notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | Verona Pharma plc | |
| b) | Legal Entity Identifier | 213800EVI6O6J3TIAL06 | |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
| a) | Description of the financial instrument, type of instrument | Ordinary shares of 5p each | |
| Identification code | ISIN Code: GB00BYW2KH80 | ||
| b) | Nature of the transaction | Issue of options over Ordinary Shares | |
| c) | Price(s) and volume(s) | ||
| Price(s) | Volume(s) | ||
| Exercise Price: £0.58 | 1,026,944 Options over Ordinary Shares | ||
| d) | Aggregated information | N/a (single transaction) | |
| - Aggregated volume | |||
| - Price | |||
| e) | Date of the transaction | 1 April 2019 | |
| f) | Place of the transaction | London Stock Exchange, AIM | |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
| a) | Description of the financial instrument, type of instrument | Ordinary shares of 5p each | |
| Identification code | ISIN Code: GB00BYW2KH80 | ||
| b) | Nature of transaction | Grant of RSUs, each of which represents an unfunded, unsecured right to receive, on the applicable settlement date, one Ordinary Share or an amount in cash or other consideration | |
| c) | Price(s) and volume(s) | ||
| Price(s) | Volume(s) | ||
| No consideration | 266,424 | ||
| d) | Aggregated information | N/a (single transaction) | |
| - Aggregated volume | |||
| - Price | |||
| e) | Date of the transaction | 1 April 2019 | |
| f) | Place of the transaction | London Stock Exchange, AIM | |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||
| a) | Name | Piers Morgan | |
| 2 | Reason for the notification | ||
| a) | Position/status | Chief Financial Officer | |
| b) | Initial notification /Amendment | Initial Notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | Verona Pharma plc | |
| b) | Legal Entity Identifier | 213800EVI6O6J3TIAL06 | |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
| a) | Description of the financial instrument, type of instrument | Ordinary shares of 5p each | |
| Identification code | ISIN Code: GB00BYW2KH80 | ||
| b) | Nature of the transaction | Issue of options over Ordinary Shares | |
| c) | Price(s) and volume(s) | ||
| Price(s) | Volume(s) | ||
| Exercise Price: £0.58 | Options over 359,430 Ordinary Shares | ||
| d) | Aggregated information | N/a (single transaction) | |
| - Aggregated volume | |||
| - Price | |||
| e) | Date of the transaction | 1 April 2019 | |
| f) | Place of the transaction | London Stock Exchange, AIM | |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
| a) | Description of the financial instrument, type of instrument | Ordinary shares of 5p each | |
| Identification code | ISIN Code: GB00BYW2KH80 | ||
| b) | Nature of transaction | Grant of RSUs, each of which represents an unfunded, unsecured right to receive, on the applicable settlement date, one Ordinary Share or an amount in cash or other consideration | |
| c) | Price(s) and volume(s) | ||
| Price(s) | Volume(s) | ||
| No consideration | 93,247 | ||
| d) | Aggregated information | N/a (single transaction) | |
| - Aggregated volume | |||
| - Price | |||
| e) | Date of the transaction | 1 April 2019 | |
| f) | Place of the transaction | London Stock Exchange, AIM | |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||
| a) | Name | Dr. Kathleen Rickard | |
| 2 | Reason for the notification | ||
| a) | Position/status | Chief Medical Officer | |
| b) | Initial notification /Amendment | Initial Notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | Verona Pharma plc | |
| b) | Legal Entity Identifier | 213800EVI6O6J3TIAL06 | |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
| a) | Description of the financial instrument, type of instrument | American Depositary Shares (“ADSs”), representing ordinary shares of 5p each, on deposit with a U.S. banking institution selected by the Company and which are registered pursuant to a Form F-6. | |
| Identification code | ISIN Code: GB00BYW2KH80 | ||
| b) | Nature of the transaction | Issue of options over ADSs | |
| c) | Price(s) and volume(s) | ||
| Price(s) | Volume(s) | ||
| Exercise Price: £4.64 | Options over 70,000 ADSs | ||
| (representing 560,000 Ordinary Shares) | |||
| d) | Aggregated information | N/a (single transaction) | |
| - Aggregated volume | |||
| - Price | |||
| e) | Date of the transaction | 1 April 2019 | |
| f) | Place of the transaction | NASDAQ | |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
| a) | Description of the financial instrument, type of instrument | ADSs | |
| Identification code | ISIN Code: US9250501064 | ||
| b) | Nature of transaction | Grant of RADSUs, each of which represents an unfunded, unsecured right to receive, on the applicable settlement date, one ADS or an amount in cash or other consideration | |
| c) | Price(s) and volume(s) | ||
| Price(s) | Volume(s) | ||
| No consideration | 15,000 | ||
| (representing 120,000 Ordinary Shares) | |||
| d) | Aggregated information | N/a (single transaction) | |
| - Aggregated volume | |||
| - Price | |||
| e) | Date of the transaction | 1 April 2019 | |
| f) | Place of the transaction | NASDAQ | |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||
| a) | Name | Claire Poll | |
| 2 | Reason for the notification | ||
| a) | Position/status | Legal Counsel | |
| b) | Initial notification /Amendment | Initial Notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | Verona Pharma plc | |
| b) | Legal Entity Identifier | 213800EVI6O6J3TIAL06 | |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
| a) | Description of the financial instrument, type of instrument | Ordinary shares of 5p each | |
| Identification code | ISIN Code: GB00BYW2KH80 | ||
| b) | Nature of the transaction | Issue of options over Ordinary Shares | |
| c) | Price(s) and volume(s) | ||
| Price(s) | Volume(s) | ||
| Exercise Price: £0.58 | Options over 256,735 Ordinary Shares | ||
| d) | Aggregated information | N/a (single transaction) | |
| - Aggregated volume | |||
| - Price | |||
| e) | Date of the transaction | 1 April 2019 | |
| f) | Place of the transaction | London Stock Exchange, AIM | |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
| a) | Description of the financial instrument, type of instrument | Ordinary shares of 5p each | |
| Identification code | ISIN Code: GB00BYW2KH80 | ||
| b) | Nature of transaction | Grant of RSUs, each of which represents an unfunded, unsecured right to receive, on the applicable settlement date, one Ordinary Share or an amount in cash or other consideration | |
| c) | Price(s) and volume(s) | ||
| Price(s) | Volume(s) | ||
| No consideration | 66,603 | ||
| d) | Aggregated information | N/a (single transaction) | |
| - Aggregated volume | |||
| - Price | |||
| e) | Date of the transaction | 1 April 2019 | |
| f) | Place of the transaction | London Stock Exchange, AIM | |