Shareholder Information
Capital Structure
The Company’s issued share capital is 462,634,486 ordinary shares with a nominal value of 5 pence each (“Ordinary Shares”), comprising 414,545,590 Ordinary Shares each carrying one voting right, and 48,088,896 non-voting Ordinary Shares not admitted to trading on AIM. The Company does not hold any Ordinary Shares in treasury and therefore the number of Ordinary Shares with voting rights is 414,545,590.
The Company's Ordinary Shares are listed on AIM, a market of the London Stock Exchange. The Company's American Depositary Receipts (ADSs) are listed on the Nasdaq Global Market. One ADS represents 8 Ordinary Shares.
In accordance with AIM Rule 26, in so far as the Company is aware, the percentage of the Company's issued share capital that is not in public hands is 22.2%. The percentage of the Company's issued share capital held by the Directors and management is 0.5%.
A number of US and European healthcare specialist investment firms have invested in the Company. At 4 August 2020, the voting interests in excess of 3% of the Company’s issued share capital are as set out in the table.
| Shareholder | % Shareholding |
|---|---|
| OrbiMed | 11.0% |
| Access Biotechnology | 10.7% |
| New Enterprises Associates | 9.9% |
| RA Capital Management | 9.8% |
| Vivo Capital | 5.9% |
| Perceptive Advisors | 5.6% |
| Novo Holdings A/S | 5.1% |
| Abingworth | 4.7% |
| PBM Capital | 3.0% |
| Acorn Bioventures | 3.0% |
AIM Rule 26
The information set out on these pages is collated in accordance with AIM Rule 26 and was last updated on 4 August 2020.
Verona Pharma's country of incorporation and main country of operation is the United Kingdom. The Company's registered number is 5375156 and its registered office is at One Central Square, Cardiff CF10 1FS. The Company's principal office is in central London. The Company's US office is in North Carolina.
The Company’s issued share capital is 462,634,486 ordinary shares with a nominal value of 5 pence each (“Ordinary Shares”), comprising 414,545,590 Ordinary Shares each carrying one voting right, and 48,088,896 non-voting Ordinary Shares not admitted to trading on AIM. The Company does not hold any Ordinary Shares in treasury and therefore the number of Ordinary Shares with voting rights is 414,545,590.
In accordance with AIM Rule 26, in so far as the Company is aware, the percentage of the Company's issued share capital that is not in public hands is 22.2%. The percentage of the Company's issued share capital held by the Directors and management is 0.5%. There are no restrictions on the transfer of the Company's Ordinary Shares.
The Company's American Depository Shares (ADSs) are listed on The Nasdaq Global Market under the symbol “VRNA”. Verona Pharma's ordinary shares are listed on AIM, a market of the London Stock Exchange, under the symbol “VRP”. One ADS represents 8 Ordinary Shares.
The Company's annual and half-yearly accounts published since Admission can be found here.
The Company will be subject to the provisions of the City Code on Takeovers and Mergers published by the Takeover Panel, including the rules regarding mandatory takeover bids.
The Company's Constitutional Documents can be found here:
The Company's Admission Document and last published Circular can be found here:
The Company's last published AGM Notice and Proxy Form can be found here:
Further information can be found via the following links:
Shareholder Meetings
The Company held its last Annual General Meeting (AGM) of shareholders at 10:30 a.m. on April 16, 2020. The Notice of AGM can be found here.
At the AGM, all of the resolutions were duly approved by shareholders by way of a poll. The results of the poll are detailed below.
| Resolution | Votes For | % of Shares Voted | Votes Against | % of Shares Voted | Votes Withheld |
|---|---|---|---|---|---|
| 1. Adoption of Accounts | 85,068,141 | 99.83 | 142,380 | 0.17 | 20,080 |
| 2. Approval of Remuneration Report | 84,640,683 | 99.33 | 573,758 | 0.67 | 16,160 |
| 3. Re-election of Rishi Gupta | 85,023,369 | 99.78 | 191,152 | 0.22 | 16,080 |
| 4. Re-election of Mahendra Shah | 84,711,753 | 99.41 | 502,768 | 0.59 | 16,080 |
| 5. Re-election of Vikas Sinha | 85,023,929 | 99.78 | 190,592 | 0.22 | 16,080 |
| 6. Re-election of David Zaccardelli | 85,065,617 | 99.83 | 148,904 | 0.17 | 16,080 |
| 7. Re-appointment of auditor | 85,070,773 | 99.84 | 140,588 | 0.16 | 19,240 |
| 8. Remuneration of auditor | 85,023,337 | 99.78 | 183,984 | 0.22 | 23,280 |
| 9. Increase Incentive Plan share limit | 84,435,939 | 99.24 | 645,434 | 0.76 | 149,228 |
| 10. Extend Incentive Plan term | 84,432,549 | 99.24 | 646,904 | 0.76 | 151,148 |
| 11. Authority to allot shares | 84,429,859 | 99.25 | 638,194 | 0.75 | 162,548 |
| 12. Disapplication of pre-emption rights | 84,058,259 | 98.80 | 1,020,430 | 1.20 | 151,912 |
A “Withheld” vote is not a vote in law and is not counted in the calculation of the votes “For” or “Against” a resolution
On which stock exchanges are Verona’s shares traded and what are the ticker symbols?
Verona Pharma’s American Depository Shares (ADSs) are listed on The NASDAQ Global Market under the symbol “VRNA”. The Company’s ordinary shares trade on AIM, a market of the London Stock Exchange, under the symbol "VRP".
What is the CUSIP and ISIN number for Verona Pharma’s shares?
For Verona Pharma’s American Depository Shares (ADSs) listed on The NASDAQ Global Market, the CUSIP number is 925050106 and ISIN number is US9250501064. For the ordinary shares traded on AIM, a market of the London Stock Exchange, the ISIN number is GB00BYW2KH80.
How can I purchase shares?
Shares can be purchased through a stockbroker of your choice.
Who is Verona Pharma's transfer agent and how do I contact them?
The transfer agent for the American Depository Shares (ADSs) listed on The NASDAQ Global Market, is Citigroup. You can contact them as follows:
Citigroup
Depositary Services
388 Greenwich Street
New York
NY 10013
The transfer agent for the ordinary shares traded on AIM, a market of the London Stock Exchange, is Computershare. You can contact them as follows:
Computershare Investor Services plc
PO Box 82
The Pavilions
Bridgewater Road
Bristol BS99 7NH UK
How can I replace my lost stock certificates?
Please contact our transfer agent, the details of which are provided above. There is a fee for replacing lost certificates.
How do I report a change of mailing address?
You must send both your old and new addresses to our transfer agent, the details of which are provided above. Each stockholder in question must sign the request for an address change.
Where can I find out more about Verona Pharma's R&D programs?
You can view information on our platform and programs by visiting the Product Pipeline section of our website.
How can I participate in Verona Pharma's clinical studies?
You should contact your physician to discuss if you are eligible to join.
Where can I get the latest corporate news releases and financial reports?
You can view our recent press releases by visiting the Media section of our website.
How can I obtain further information or materials on Verona Pharma?
More information can be found on the Verona Pharma website and the SEC website.
Whom should I contact regarding investor inquiries?
All Company updates disclosed to the market can be found here. Alternatively, you can register to receive updates announced by the Company by subscribing to our Email Alerts here. For specific Investor Relations or Media enquiries, please contact our Investor Relations Advisers, Optimum Strategic Communications (European enquiries) or Argot Partners (US enquiries).
Optimum Strategic Communications
Warnford Court
29 Throgmorton Street
London
EC2N 2AT
verona@optimumcomms.com
+44 (0)203 950 9144
Argot Partners
767 Third Avenue
34th Floor
New York
NY10017
verona@argotpartners.com
+1 212-600-1902
Verona Pharma
Investor Information
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