9 March 2018

Grant of Options and RSUs and PDMR Dealings

March 9, 2018, LONDON – 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 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 2017 annual report and 20-F):

  • 1,798,767 options to purchase Ordinary Shares;
  • 36,510 options to purchase ADSs, representing 292,080 Ordinary Shares;
  • 246,570 RSUs; and
  • 3,352 RADSUs, representing 26,816 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.


Options over


Dr. Jan-Anders Karlsson

868,758 Ordinary Shares

136,986 RSUs

Piers Morgan

304,063 Ordinary Shares

47,944 RSUs

Dr. Ken Newman

10,316 ADSs
(Representing 82,528 Ordinary Shares)

1,626 RADSUs
(Representing 13,008 RSUs)


The options over Ordinary Shares have an exercise price of £1.46 per Ordinary Share, being the closing mid-market price on March 8, 2017. The options over ADSs have an exercise price of £11.68 per ADS, on the basis that each ADS represents 8 ordinary shares. The RSUs also have a value of £1.46 per RSU and the RADSUs have a value of £11.68 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



Stifel Nicolaus Europe Limited (Nominated Adviser and UK Broker)


Stewart Wallace / Jonathan Senior / Ben Maddison


Tel: +44 (0) 20 7710 7600



  FTI Consulting (UK Media and Investor enquiries)

Tel: +44 (0)20 3727 1000

  Simon Conway / Natalie Garland-Collins





For further information please contact:


Verona Pharma plc
Jan-Anders Karlsson, CEO
Victoria Stewart, Director of Communications
Tel: +44 (0)20 3283 4200

N+1 Singer (Nominated Adviser and UK Broker)
Aubrey Powell /Jen Boorer /Iqra Amin (Corporate Finance)
Brough Ransom /Mia Gardner (Corporate Broking)
Tel: +44 (0)20 3283 4200



Optimum Strategic Communications
(European Media and Investor enquiries)
Mary Clark, Annemarieke Ezendam
Hollie Vile
Tel: +44 (0) 203 950 9144

Argot Partners (Investor enquiries)
Stephanie Marks
Tel. +1 646 644 9590


Verona Pharma plc
3 More London Riverside, London SE1 2RE
T: +44 (0)203 283 4200

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