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AIM Delisting

AIM Delisting – Information for Holders of Ordinary Shares and Frequently Asked Questions

On September 21, 2020, Verona Pharma plc (“Verona Pharma” or the “Company”) announced the intended cancellation of its Ordinary Shares from admission to trading on AIM (the “AIM Delisting”). It is expected that the last day of dealings in the Ordinary Shares on AIM will be October 29, 2020 and the AIM Delisting will take effect at 7.00 am London time on October 30, 2020.

This document contains answers to some frequently asked questions for holders of Ordinary Shares and holders of Verona Pharma’s American Depositary Shares (ADSs”) related to the AIM Delisting. It also contains details of the process to convert Ordinary Shares into ADSs, the forms to be completed and contacts at the Company’s registrar, Computershare, and ADS depositary, Citibank.

  • Existing holders of ADSs do not need to take any action as a result of the AIM Delisting.
  • Brokers seeking further information should contact the Company’s ADS depositary, Citibank, by email at citiadr@citi.com.

In addition, the Company intends to send by mail this document and the forms to all shareholders on the ordinary share register as at September 18, 2020.

FAQs

I already hold Verona Pharma’s ADSs – Am I affected by the AIM Delisting?

Verona Pharma’s Nasdaq listed ADSs will continue to trade as normal. Existing holders of ADSs do not need to take any action in connection with the AIM Delisting.

How does the price of Verona Pharma’s Nasdaq listed ADSs compare to the price of an Ordinary Share on AIM?

Verona Pharma currently maintains a listing of its ADSs on the Nasdaq Stock Market. Each ADS is a financial instrument that represents eight Ordinary Shares. The price of each ADS is expressed in US dollars, and is linked to the value of the eight Ordinary Shares that it represents.

As part of the AIM Delisting, the Company is providing holders of Ordinary Shares with the option of converting such Ordinary Shares into ADSs (see further information below). Once Ordinary Shares are converted into ADSs, the investment will be US dollar denominated instead of pounds sterling denominated. This means that when valued in pounds sterling, its value will fluctuate on a day-to-day basis in line with movements in £:US$ exchange rate.

Once the AIM Delisting takes effect, there will no longer be a published price for an individual Ordinary Share. It will, however, always be possible to calculate the value of an individual Ordinary Share in pounds sterling by taking the Nasdaq ADS market price, dividing by eight and dividing by the US dollar to pounds sterling exchange rate. However, the Nasdaq ADS share price is, and will continue to be available via Verona Pharma’s website at www.veronapharma.com or online on a broad range of financial websites.

Do I need to sell my AIM quoted Ordinary Shares or must I convert them into Verona Pharma’s Nasdaq listed ADSs?

Shareholders who own Verona Pharma Ordinary Shares now have three options:

1. You may convert your Ordinary Shares into ADSs tradeable on Nasdaq

The process for converting your Ordinary Shares is set out in the following pages.

If your investment is currently managed by a broker, your broker will be able to manage the conversion process for you in accordance with the process set out in Appendix A. Please see "My broker currently holds my Ordinary Shares within a CREST nominee account – how do I convert my shares to ADSs” below.

If you wish to continue to hold your investment directly, without engaging the services of a broker, it is possible for ADSs to be held on the books of the Company’s ADS depositary, Citibank, in Direct Registration Shares (DRS), electronic book-entry format through Citibank’s US tranfer agent, Computershare US. Please see “I want to convert to ADSs but do not want to engage a broker at this time – how do I do this?” below.

If you currently hold your Ordinary Shares in certificated form, for further information on how to convert your shares to ADSs, please seeI currently hold my Ordinary Shares in the form of a paper certificate – how does the AIM Delisting affect me?” below.

2. You may choose to continue to hold your Ordinary Shares

Ordinary Shares will continue to be a valid equity interest in the Company with full voting rights, rights to future dividends, etc., as currently enjoyed by holders of Ordinary Shares. The only change following the AIM Delisting is that the Ordinary Shares will no longer be publicly tradeable. Please see “Can I continue to hold Ordinary Shares after the AIM Delisting” below.

3. You may choose to sell your AIM quoted Ordinary Shares prior to the AIM Delisting becoming effective and, if you wish to maintain an equity interest in Verona Pharma, you could choose to reinvest in Verona Pharma by buying Nasdaq listed ADSs (Nasdaq ticker: VRNA). Dealing and tax costs would likely apply to the AIM and/or Nasdaq transactions.

Can I continue to hold Ordinary Shares after the AIM Delisting?

Should you wish to do so, it will be possible to continue to hold Ordinary Shares after the AIM Delisting. However, shareholders should be aware that there will be no public market in the UK on which the Ordinary Shares can be traded, and the Ordinary Shares will not be tradeable on Nasdaq in this form.

Should you wish to sell your Ordinary Shares following the AIM Delisting becoming effective, you will be required to first convert such Ordinary Shares into ADSs and any sale of such converted ADSs will likely need to be via a broker with US share trading capability. Please note that a conversion of Ordinary Shares into ADSs following the AIM Delisting becoming effective may incur UK Stamp Duty Reserve Tax, or SDRT (the rate of which is currently 1.5 percent. of the market value of the Ordinary Shares converted), although in all cases professional advice should be sought as to the applicable tax treatment. ADS issuance fees of up to US$0.05 per ADS may also be levied by the Company’s depositary upon such conversion (although no such fee will be applied on any conversion of Ordinary Shares into ADSs from the date of this document until (and including) October 29, 2020).

How do I buy and sell Verona Pharma’s Nasdaq listed ADSs?

The majority of brokers have the capability to hold US exchange-listed securities and are capable of buying and selling them for you. A small annual holding cost, currently US$0.02 per ADS per annum, is levied by the Company’s depositary, and brokers may also charge a small annual fee for holding a US security on your behalf.

Should you wish to increase your holding in the Company, you should be able to purchase further ADSs via your broker. You will need to instruct your broker to purchase Verona Pharma ADSs (Nasdaq ticker: VRNA).

If you wish to continue to hold your investment in the Company directly, without engaging the services of a broker, it is possible for ADSs to be held on the books of the Company’s depositary, through their US Transfer Agent, Computershare US in Direct Registration Shares (DRS), electronic book-entry format. If a shareholder wishes to receive ADSs without engaging the services of a broker, please see “I want to convert to ADSs but do not want to engage a broker at this time – how do I do this?” below.

I currently hold my Ordinary Shares in the form of a paper certificate – how does the AIM Delisting affect me?

Shares in certificated form are not currently immediately tradeable as, in order to sell them, the share certificates need to be deposited with a broker and “dematerialised” so that they are held in electronic form in CREST, which is the electronic system for the holding of shares in uncertificated form and paperless settlement of share trades. Only when the Ordinary Shares have been converted into electronic form in CREST can they then be traded.

If you choose to retain your Ordinary Shares in certificated form following the AIM Delisting, in order to trade them, you will need to use a broker with UK and US capabilities to firstly dematerialise your UK share certificate into CREST, and thereafter liaise with the Company’s depositary, Citibank, to issue the respective ADSs for your broker to sell on your behalf. Your broker will need to contact Citibank (via the process set out in Appendix A at the end of this document) in order for your Ordinary Shares to be converted into ADSs and credited to the account held by your broker. Upon receiving instructions to do so, your broker would then trade your ADSs via Nasdaq and would remit the proceeds to your personal account.

I currently hold my Ordinary Shares in uncertificated/electronic form - how does the AIM Delisting affect me?

If your investment is currently held in electronic form in CREST and managed by a broker, your broker will be able to manage the conversion process for you in accordance with the process set out in Appendix A. If you do not have, or do not wish to engage, a broker to convert the shares, please see “I want to convert my Ordinary Shares to ADSs but do not want to engage a broker at this time – how do I do this? below.

If your Ordinary Shares are currently held in electronic form in CREST and you do not convert them to ADSs before the AIM Delisting, your shares will continue to be held in your CREST account, but in unlisted form. Following the AIM Delisting, you will not be able to trade any of your shares on CREST as the Company will have cancelled its admission to trading on AIM. Please see “Can I continue to hold Ordinary Shares after the AIM Delisting?” above.

I want to convert my Ordinary Shares to ADSs but do not want to engage a broker at this time – how do I do this?

The Company’s Ordinary Share registrar, Computershare UK, will facilitate a block transfer process, on behalf of the Company, for those Shareholders who do not already hold their Ordinary Shares via a broker and who may wish to participate in a managed conversion process. This process is available to all of Verona Pharma’s holders of Ordinary Shares. Subject to the requisite paperwork being returned to Computershare UK by the required deadline (October 12, 2020), Computershare UK will arrange for the relevant Ordinary Shares to be converted into ADSs and transmitted to an account held in the name of the relevant Shareholder on the books of the depositary, through its US Transfer Agent, Computershare, in Direct Registration Shares (DRS), electronic book-entry format. If a shareholder wishes to particpate in a managed conversion process, they should complete the form in Appendix B.

Shareholders who do not elect to participate in this block transfer process can utilise the services of any broker to facilitate conversion at their convenience.

Note that DRS registered holders will be subject to US Stock Transfer procedures and guidelines, including a Medallion Guarantee Stamp requirement to effect transfers.

My broker currently holds my Ordinary Shares within a CREST nominee account – how do I convert my shares to ADSs?

Many UK brokers have the ability to hold and trade Nasdaq-listed securities. In order to continue holding a form of security in the Company that is readily tradeable, you should contact your broker to request that Ordinary Shares are converted into ADSs by following the process set out in Appendix A to this document. Your broker will provide the Company’s depositary, Citibank, with certain details by email in relation to the conversion and will then transmit your Ordinary Shares electronically to Citibank’s UK custodian’s CREST account.

Is there a cost to convert and hold my Verona Pharma investment in the form of ADSs?

There will be no cost of converting your Verona Pharma Ordinary Shares into ADSs, prior to the date of the AIM Delisting. Thereafter, ADS conversion fees of up to US$0.05 per ADS may be charged by the Company’s depositary, Citibank.

An annual depositary service fee, currently US$0.02 per ADS, is levied to ADS holders by Citibank each March. This is typically paid and charged to your account by your broker on an annual basis.

Any questions regarding fees can be directed to citiadr@citi.com.

How will the AIM Delisting affect the tax treatment of Verona Pharma’s Ordinary Shares?

Verona Pharma is not able to provide shareholders with any form of taxation advice and shareholders are strongly advised to seek their own professional advice in order to ascertain the consequences for them of continuing to hold Ordinary Shares following the AIM Delisting becoming effective, or converting Ordinary Shares into ADS form.

The Company’s understanding of the current position under UK taxation law is as follows but it should be noted that the Company has not taken steps to confirm the current position with HMRC. Therefore the following should not be relied upon by shareholders without taking further advice (and the Company accepts no liability whatsover in respect of any taxation information provided):

  • Following the AIM Delisting, Ordinary Shares should continue to be accepted by HMRC as qualifying as unlisted/unquoted securities for the purposes of certain specific UK tax rules (notably, the UK inheritance tax business property relief rules). Therefore, those shareholders who elect to continue to hold unlisted Ordinary Shares should continue to be regarded as holding unlisted/unquoted securities under those same rules; and
  • Those shareholders who elect to convert their holdings of Ordinary Shares to Nasdaq listed ADSs should similarly still be regarded as holding unlisted/unquoted securities for the purposes of the same specific UK tax rules as are referred to above, on the basis that each ADS is a financial instrument which represents eight Ordinary Shares held on deposit with the depositary, Citibank, that issues the ADSs. As the ADS holder retains similar rights to a direct holder of Ordinary Shares (rights to vote, rights to dividend, etc.) subject in all instances to the terms and conditions of the governing deposit agreement and it is the ADS rather than the Ordinary Shares themselves that are listed, the Company understands that the listing of ADSs on Nasdaq and the AIM Delisting should not cause the Ordinary Shares to be treated by HMRC as listed/quoted securities ceasing to qualify for relief under the specific UK tax rules referred to above (in particular, under the UK inheritance tax business property relief rules).

It is expected that shareholders who elect to convert their holdings of Ordinary Shares to Nasdaq listed ADSs following the AIM Delisting will incur UK Stamp Duty Reserve Tax, or SDRT (the rate of which is currently 1.5 percent. of the market value of the Ordinary Shares converted).

If you are in any doubt as to your tax position you should consult an appropriate professional adviser immediately.

Will the AIM Delisting affect my rights as a Shareholder?

As a company incorporated in England and Wales, Verona Pharma will continue to be subject to the requirements of the Companies Act 2006.

Following the AIM Delisting, the Company will no longer be subject to the AIM Rules for Companies or be required to retain the services of a nominated adviser. The Company would also no longer be subject to the QCA Corporate Governance Code. In addition the Company will no longer be required to comply with the continuing obligations set out in the FCA’s Disclosure Guidance and Transparency Rules (DTRs) or, provided the Company’s securities remain outside the scope of the regulation, the EU Market Abuse Regulation (MAR) (as Nasdaq is not an in-scope exchange for the purposes of such legislation). In addition, the Company will no longer be subject to the provisions of the DTRs relating to the disclosure of changes in significant shareholdings in Verona Pharma. The Company will, however, continue to comply with all regulatory requirements for the Nasdaq listing of its ADSs, including all applicable rules and regulations of the US Securities and Exchange Commission. Shareholders who continue to hold Ordinary Shares will continue to be notified in writing of the availability of key documents on our website, including publication of Annual Reports and Annual General Meeting documentation. Holders of ADSs will be able to continue to access all such information via the Verona Pharma website. Holders of Ordinary Shares and ADSs will both be eligible to receive any future dividends that may be declared.

Following the AIM Delisting, as the Company will remain a public limited company incorporated in England and Wales but its securities will not be admitted to trading on a regulated market in the United Kingdom (or the Channel Islands or the Isle of Man), the City Code on Takeovers and Mergers (the “Code”) will only apply to the Company if it is considered by the Panel on Takeovers and Mergers (the “Panel”) to have its place of central management and control in the United Kingdom (or the Channel Islands or the Isle of Man). This is known as the “residency test”. The way in which the test for central management and control is applied for the purposes of the Code may be different from the way in which it is applied by the United Kingdom tax authorities, HM Revenue & Customs (“HMRC”). Under the Code, the Panel looks to where the majority of the directors of the Company are resident, amongst other factors, for the purposes of determining where the Company has its place of central management and control.

Accordingly, following the AIM Delisting, the Panel has confirmed to the Company that the Code will not apply to the Company and the Company and its shareholders will therefore not have the benefit of the protections the Code affords, including, but not limited to, the requirement that a person who acquires an interest in Ordinary Shares carrying 30% or more of the voting rights in the Company must make a cash offer to all other shareholders at the highest price paid in the 12 months before the offer was announced.

Notwithstanding the above, the Company may become subject to the Code in the future if any changes to the Board composition result in the majority of the directors being resident in the United Kingdom, Channel Islands or the Isle of Man.

I currently hold my Ordinary Shares in an ISA – can I continue to do so?

Although the AIM Delisting does not directly impact the ability of a UK shareholder to retain their holding of Ordinary Shares, we understand that some UK ISA operators, particularly those that involve an online share trading account, may insist that the shares held in the ISA must be publicly quoted and may only allow trading in UK companies via low cost online trading facilities.

Please ask your ISA provider to confirm whether they will allow you to continue to hold your Ordinary Shares or whether they are able to convert such Ordinary Shares into and hold Verona Pharma’s Nasdaq listed ADSs on your behalf.

I currently hold my Ordinary Shares in a self-invested personal pension “SIPP” – can I continue to do so?

Although the AIM Delisting does not impact the ability of a UK Shareholder to retain their holding of Ordinary Shares, we understand that some SIPP scheme administrators, particularly those that involve an online share trading account, may insist that the shares held in an individual’s SIPP must be publicly quoted and sometimes only allow trading in UK companies online. Please ask your SIPP provider to confirm whether they will allow you to continue to hold your Ordinary Shares or whether they are able to convert your holding of Ordinary Shares into ADSs and continue to hold Verona Pharma’s ADSs on your behalf.

I have lost my original Ordinary Share certificate – how do I get another one in order to progress conversion of my Ordinary Shares to ADSs?

Replacement share certificates are available from Verona Pharma’s registrar, Computershare.

Please contact Computershare on telephone +44 (0)370 707 1083, or email webcorres@computershare.co.uk.

Computershare will be able to provide you with a replacement share certificate for your Ordinary Shares, although there may be a fee for this. Certain proof of ownership/identification will be required by Computershare prior to issuance of replacement certificates.

I have further questions that are not dealt with sufficiently here – where can I find further information?

If you hold Verona Pharma shares via a broker, please discuss with your broker in the first instance.

Verona Pharma has set up a shareholder Helpline operated by the Company’s registrar, Computershare, to assist with answers to further questions from shareholders. Please telephone +44 (0)370 707 1083, or email webcorres@computershare.co.uk, for further information about the Ordinary Share to ADS conversion process.

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