VRP.L Regulatory News (VRP)

19 Sep 2006 07:00

ISIS Resources PLC19 September 2006 VERONA PHARMA PLC ACQUISITION OF RHINOPHARMA LIMITED BY VERONA PHARMA PLC (FORMERLY ISIS RESOURCES PLC) FIRST DAY OF DEALINGS OF ENLARGED ISSUED SHARE CAPITAL The Directors of Verona Pharma plc are pleased to announce the completion of theacquisition of Rhinopharma Limited (the "Acquisition") and the re-admission toAIM of the enlarged issued share capital of the Company. Acquisition of Rhinopharma Limited ("Rhinopharma") Rhinopharma is a private drug discovery company established in Vancouver, Canadain 2004, focused on the discovery and development of new therapeutic drugs forthe treatment of allergic rhinitis (hay fever) and other chronic respiratory andinflammatory diseases. The consideration for the Acquisition of £1.52 millionhas been satisfied by the issue of 38,000,000 ordinary shares at 4 pence pershare (the "Consideration Shares"). The Consideration Shares representapproximately 26.3 per cent. of the enlarged share capital. The Placing A placing of 51,075,000 new ordinary shares at 4p each to raise £2,043,000,before expenses, was undertaken in conjunction with the Acquisition. Theseshares represent approximately 35.4 per cent. of the enlarged share capital. Following completion of the Acquisition and the Placing, there are 144,275,000ordinary shares of £0.001 each in issue. Board Changes As set out in the AIM admission document published on 23 August 2006, oncompletion of the Acquisition, Craig Burton and Josef El-Raghy have resigned asdirectors of the Company. Stuart Bottomley will continue as a director andProfessor Clive Page, Professor Michael Walker, Claire Poll and Professor TrevorJones have been appointed as new directors of the Company. For further information, please contact: Verona Pharma plcClaire Poll 00 61 8 9324 1177Professor Clive Page 07971 504 931 Hanson Westhouse LLP 020 7601 6100Tim FeatherRichard Morrison Notes to Editors Background to the Acquisition Isis Resources was admitted to trading on AIM on 30 March 2005 as an investingcompany with a strategy of undertaking investments in the natural resourcessector. The Directors reviewed a number of natural resource opportunities and,in each case, concluded that the proposition did not offer an appropriate levelof return for the risk to be assumed. Consequently, the Directors reviewed theinvestment strategy and widened the range of potential investments. Havingidentified Rhinopharma and considered the reputation and track record of itsfounders, the Directors formed the view that the Acquisition would offer thepotential for major growth in shareholder value. Rhinopharma Rhinopharma is a private drug discovery company established in Vancouver, Canadain April 2004, focused on the discovery and development of new therapeutic drugsfor the treatment of allergic rhinitis (hay fever) and other chronic respiratoryand inflammatory diseases. Rhinopharma has been developing a long-acting mixed bronchodilator/anti-inflammatory drug (belonging to a class of drugs known as aphosphodiesterase, PDE 3/4 inhibitor) that could be rapidly brought to clinicalproof of concept for the treatment of allergic rhinitis and then be subsequentlydeveloped for the treatment of asthma and chronic obstructive pulmonary disease(COPD). The Company's longer term focus is to apply new synthetic andanalytical chemical techniques to develop polysaccharide drugs which may be usedin the treatment of a wide range of respiratory and inflammatory diseases. The principal scientific founders of Rhinopharma are renowned worldwide fortheir expertise in drug discovery and development. Professor Michael Walker wasthe founder of the business that became Cardiome Pharma Corp., a company listedon the Toronto and NASDAQ Stock Exchanges with a market capitalisation ofapproximately Can$690 million. Cardiome's anti-arrhythmic drug has recentlycompleted Phase III clinical trials and is currently the subject of a New DrugApplication filed with the US Food and Drug Administration. Professor Clive Page is internationally recognised as an expert in thepharmacology of drugs for the treatment of respiratory and inflammatory diseasesand is one of the inventors of the polysaccharide technology being developed byRhinopharma. Rhinopharma's strategy has been to derive maximum value from its intellectualproperty assets and resources whilst reducing business risk. The drugdevelopment programmes pursued by Rhinopharma have a relatively rapid route tomarket, such as in allergic rhinitis, and are targeted at markets in which thereis significant demand but no ideal treatments. Rhinopharma operates a businessmodel which involves outsourcing much of its R&D to clinical research andcontract manufacturing organisations. In addition, Rhinopharma intends toout-license its drug development programmes to commercial development partnersafter Phase II clinical proof of concept trials, or earlier, depending on theprogramme concerned, the level of interest from potential partners andcommercial terms achievable. This information is provided by RNS The company news service from the London Stock Exchange