VRP.L Regulatory News (VRP)

18 January 2017

FOR RNS RELEASE:

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014.

THIS ANNOUNCEMENT IS 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.

Proposed Consolidation of Share Capital

Shareholders' Circular and Notice of General Meeting

On 23 November 2016, Verona Pharma plc (AIM: VRP) ("Verona Pharma" or the "Company") announced that it plans to conduct a registered initial public offering in the United States. Further to that announcement, the Company announces that it will today publish and post to shareholders an explanatory circular (the "Circular") and a form of proxy. The Circular contains a letter from the Chairman which provides further information on the potential United States registered public offering of ordinary shares in the capital of the Company to be represented in the form of American depositary shares and, as applicable, a potential concurrent private placement of ordinary shares in the capital of the Company (together the "Global Offering").

Prior to undertaking the Global Offering, and in order to achieve an appropriate listing price for the American depositary shares, the Company proposes to undertake a consolidation of every 50 ordinary shares of £0.001 each in issue at 6.00 p.m. on 10 February 2017 into one ordinary share of £0.05 each (the "Consolidation"). As at 17 January 2017, the Company had 2,568,053,160 ordinary shares in issue, each with a nominal value of £0.001.

The Circular incorporates a notice convening a General Meeting to be held at Shakespeare Martineau LLP, Allianz House, 6th Floor, 60 Gracechurch Street, London, EC3V 0HR at 12.00 p.m. (noon) on 8 February 2017 in order for shareholders to vote upon the resolutions considered necessary to facilitate the Global Offering. Amongst the resolutions to be considered at the General Meeting are resolutions to approve the Consolidation and the adoption of new articles of association.

An electronic copy of the Circular will be available on the Company's website at: http://www.veronapharma.com.

The exact timing of the Global Offering, the number of, and the price range for, the American depository shares and, if applicable, ordinary shares to be offered and sold in the Global Offering have not yet been determined. The number of ordinary shares to be represented by each American depository share is yet to be determined. The Global Offering is subject to the United States Securities and Exchange Commission satisfactorily completing its review of the Company's registration statement related thereto, and will be subject to market and other conditions. There is no assurance that the Global Offering will be completed.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS DESCRIBED IN THE CIRCULAR

Important information

This announcement does not constitute a Form F-1 Registration Statement and does not constitute or form, and will not form, part of any offer or invitation to sell or issue, or the solicitation of an offer to purchase or acquire, any of the ordinary shares or American depositary shares or any other securities in the United States or in any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). Any public offering of securities to be made in the United States will be made by means of a Form F-1 Registration Statement. Such Form F-1 Registration Statement will contain detailed information about the issuer and its management and financial statements. This announcement is being issued pursuant to and in accordance with Rule 135e under the U.S. Securities Act.

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 without limitation statements regarding our plans to conduct a Global Offering and the timing of the Global Offering.

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: we may determine not to conduct a registered initial public offering in the time frame that we currently expect or at all, due to a number of potential important factors, including conditions in the U.S. capital markets, negative global economic conditions, potential negative developments in our clinical trials or research programs, other negative developments in our business, or unfavorable legislative or regulatory developments.

These and other important factors 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.

-Ends-

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