Licence Agreement and Firm Placing and Placing and Open Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR SOUTH AFRICA.

THE CONTENTS OF THIS ANNOUNCEMENT DO NOT CONSTITUTE OR FORM PART OF AN OFFER OF OR INVITATION TO SELL OR ISSUE OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES FOR SALE IN ANY JURISDICTION NOR SHALL THEY (OR ANY PART OF THEM) OR THE FACT OF THEIR DISTRIBUTION FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY CONTRACT OR COMMITMENT TO DO SO.  THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS FOR THE PURPOSES OF EU DIRECTIVE 2003/71/EC (THE “DIRECTIVE”) AND PART VI OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 AS AMENDED.  A PROSPECTUS WILL BE PREPARED AND MADE AVAILABLE TO THE PUBLIC IN ACCORDANCE WITH THE DIRECTIVE.  RECIPIENTS OF THIS ANNOUNCEMENT WHO INTEND TO PURCHASE SUCH SECURITIES ARE REMINDED THAT ANY SUCH PURCHASE OR SUBSCRIPTION MUST BE MADE SOLELY ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS IN ITS FINAL FORM.

THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.  NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES AND THE COMPANY DOES NOT CURRENTLY INTEND TO REGISTER ANY SECURITIES UNDER THE SECURITIES ACT. THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES.

Vernalis plc

Vernalis enters into Licence Agreement with Tris Pharma, Inc.
to develop up to six novel formulations of existing drugs

Firm Placing and Placing and Open Offer
to raise approximately £68.5 million gross proceeds

Vernalis plc (LSE:VER) (“Vernalis” or the “Company”), announces today that it has entered into an agreement with Tris Pharma, Inc. (“Tris”), a private US specialty pharmaceutical company to develop up to six novel formulations of existing products sold in the US prescription cough/cold market (the “Licence Agreement”).  The Licence Agreement is an important next step in executing Vernalis’ strategy to become a diversified, profitable and self-sustaining specialty pharmaceutical company.  Vernalis also announces that it proposes to raise approximately £65.9 million, net of expenses, by way of an oversubscribed Firm Placing and Placing and Open Offer of 342,528,564 new Ordinary Shares (the “New Ordinary Shares”) and to use part of the proceeds to develop products and establish a commercial infrastructure in relation to the Licence Agreement as well as to fund development of other products under new licensing agreements and collaborations with a focus on opportunities in later stages of development.

  • 50,000,000 New Ordinary Shares will be issued through the Firm Placing (representing approximately 14.6 per cent. of the total number of New Ordinary Shares) and 292,528,564 New Ordinary Shares will be issued through the Placing and Open Offer (representing the remaining 85.4 per cent. of New Ordinary Shares).
  • The Offer Price of 20 pence per New Ordinary Share represents a premium of 2.6 per cent. to the mid-market closing price of 19.5 pence per Ordinary Share on 9 February 2012 (being the last dealing day prior to the date of the announcement of the Firm Placing and Placing and Open Offer).
  • Application has been made for the New Ordinary Shares to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange’s main market for listed securities. It is expected that Admission will become effective on 2 March 2012 and that dealings for normal settlement in the New Ordinary Shares will commence at 8.00 am on the same day. If, at Admission, less than 25 per cent. of the enlarged issued share capital of the Company is in public hands (“the Free Float obligation”), the Company will seek to cancel its listing of Ordinary Shares on the premium segment of the Official List and remove such Ordinary Shares from trading on the London Stock Exchange’s main market for listed securities.  In such circumstances, the Board intends to seek the admission of the enlarged issued share capital of the Company to trading on AIM, where no such Free Float obligation applies.
  • Nomura Code is acting as sponsor, bookrunner and underwriter to the Company in connection with the fundraising.

Highlights

  • The Group acquires the exclusive right to market, distribute, offer for sale and sell (either on its own account or by way of sub-licence) products developed by Tris for the prescription cough/cold market in the US, Puerto Rico, Mexico and Canada.  The Licence Agreement is an important next step in the execution of Vernalis’ strategy to become a diversified, profitable and self-sustaining specialty pharmaceutical company.
  • The Group will seek to develop up to six NDAs under the Licence Agreement using an accelerated regulatory path based on bioequivalence that would not require efficacy studies.  Except in limited circumstances, all development work will be undertaken by Tris, at its expense, and payments by the Group will be success based after payment of a US$5 million upfront sum.
  • Ian Garland, Vernalis’ Chief Executive Officer, has significant commercial experience in the US cough/cold market.
  • The first NDA under this Licence Agreement could be filed within 12 to 24 months.
  • Following approval, each NDA will be transferred to the Group.
  • The commercial potential arising from the benefits of convenience and compliance of extended release products has been demonstrated by the sales of Tussionex, an existing extended release formulation for the US prescription cough/cold market.
  • The Firm Placing and Placing and Open Offer will raise approximately £65.9million (net of expenses)  to develop products and establish a commercial infrastructure in relation to the Licence Agreement. In addition, part of the funds will be used to develop further products under new licensing agreements and collaborations with a focus on opportunities in later stages of development.
  • The Firm Placing and Placing and Open Offer, which was oversubscribed, has been fully underwritten by Nomura Code.
  • A waiver has conditionally been granted by the Takeover Panel from the usual requirements under Rule 9 of the Takeover Code for a person acquiring an interest in 30% or more of a company to make a general offer to all Shareholders, subject to Independent Shareholder approval.
  • A General Meeting to approve the Firm Placing and Placing and Open Offer and other resolutions is to be held on 28 February 2012.


Ian Garland, Chief Executive Officer of Vernalis, commented:
“Today’s announcement represents a very substantial step in Vernalis’ transformation into a diversified, profitable and self-sustaining specialty pharmaceutical company. We believe the use of Tris’ already commercially validated technology to produce extended release formulations of existing drugs offers a low risk and potentially rapid route to obtain approved products with significant commercial potential in the US prescription cough/cold market.“
A meeting and conference call for analysts will be held today at 9.30 a.m. GMT. For details, contact Valerie Mugridge at Brunswick on telephone number +44 (0) 20 7396 5325. An instant replay of the call will be available via Vernalis’ website at www.vernalis.com. The webcast replay will be available for 30 days.

Expected Timetable of Principal Events

 

2012

Record Date for entitlements under the Open Offer

5.30 p.m. on 8  February

Ex-entitlement date

10 February

Despatch of Prospectus, Application Forms and Forms of Proxy

10 February

Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders

13 February

Latest recommended time and date for requested withdrawal of Open Offer Entitlements from CREST

4.30 p.m. on 21 February

Latest recommended time and date for depositing Open Offer Entitlements into CREST

3.00 p.m. on 22 February

Latest time and date for splitting Application Forms (to satisfy bona fide market claims)

3.00 p.m. on 23 February

Latest time and date for receipt of Forms of Proxy or submission of proxy votes electronically

11.00 a.m. on 26 February

Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate)

11.00 a.m. on 27 February

Results of the Placing and Open Offer announced through an RIS

7.00 a.m. on 28 February

General Meeting

11.00 a.m. on 28 February

Admission and dealings in New Ordinary Shares expected to commence

8.00 a.m. on 2 March

CREST stock accounts expected to be credited for the New Ordinary Shares as soon as possible after

8.00 a.m. on 2 March

Share certificates for New Ordinary Shares expected to be despatched

8.00 a.m. on 9 March

Each of the times and dates in the above timetable is subject to change, in which event details of the new times and/or dates will be notified to the Financial Services Authority and the London Stock Exchange and, where appropriate, Shareholders. Please note that any Existing Ordinary Shares sold prior to close of business on 9 February 2012, the last date on which the Existing Ordinary Shares trade with entitlement, will be sold to the purchaser with the right to receive entitlements under the Open Offer.

If you have any questions relating to the procedure for acceptance, please telephone Capita Registrars between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (except UK public holidays) on 0871 664 0321 from within the UK or +44 20 8639 3399 if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence per minute from a BT landline.  Other network providers may vary.  Calls to the helpline from outside the UK will be charged at applicable international rates.
Different charges may apply from mobile phones and calls may be recorded and randomly monitored for security and training purposes.  The helpline cannot provide advice on the merits of the Firm Placing and the Placing and Open Offer nor give any financial, legal or tax advice.

A shareholder circular (which is also a prospectus) containing details of the Firm Placing and the Placing and Open Offer will be posted to shareholders shortly and will be available on the Company’s website www.vernalis.com.

Enquiries:

 

Vernalis Contacts:

 

Ian Garland, Chief Executive Officer

+44 (0) 118 989 9360

David Mackney, Chief Financial Officer

 

 

 

Nomura Code Securities:

 

Juliet Thompson, Managing Director

+44 (0) 20 7776 1200

 

 

Brunswick Group:

 

Jon Coles

+44 (0) 20 7404 5959

Kristin Shine

 

 

 

Taylor Rafferty:

Rob Newman

+44 (0) 20 7614 2900

Faisal Kanth

 

 

 

Not for release, publication or distribution directly or indirectly in or into the United States, Canada, Australia, New Zealand, Japan or South Africa.

Nomura Code Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Virgil in relation to the Firm Placing and Placing and Open Offer and will not be responsible to anyone other than Virgil for providing the protections afforded to clients of Nomura Code Securities Limited nor for providing advice in relation to the Firm Placing and Placing and Open Offer or any other transaction or arrangement referred to in this document. Nothing in this paragraph shall serve to include or limit any responsibilities or liabilities Nomura Code Securities Limited may have under FSMA or the regulatory regime established thereunder.

The contents of this announcement do not constitute or form part of an offer of or invitation to sell or issue or any solicitation of any offer to purchase or subscribe for any securities for sale in any jurisdiction nor shall they (or any part of them) or the fact of their distribution form the basis of, or be relied upon in connection with, or act as an inducement to enter into, any contract or commitment to do so.  This announcement is an advertisement and not a prospectus for the purposes of EU Directive 2003/71/EC (the “Directive”) and Part VI of the Financial Services and Markets Act 2000 as amended.  A prospectus will be prepared and made available to the public in accordance with the Directive.  Recipients of this announcement who intend to purchase such securities are reminded that any such purchase or subscription must be made solely on the basis of the information contained in the prospectus in its final form.

The securities may not be offered or sold in the United States, unless registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption from such registration.  No public offering of the securities discussed herein is being made in the United States and the information contained herein does not constitute an offering of securities for sale in the United States and the company does not currently intend to register any securities under the Securities Act. This announcement is not for distribution directly or indirectly in or into the United States.

The delivery of this announcement shall not, under any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this announcement nor that the information in it is correct as of any subsequent time.

This announcement may contain forward-looking statements that reflect the Group's current expectations regarding future events, including the clinical development and regulatory clearance of the Group's products, the Group's ability to find partners for the development and commercialisation of its products, the Group's liquidity and results of operations, as well as the Group's future capital raising activities. Forward-looking statements involve risks and uncertainties. Actual events could differ materially from those projected herein and depend on a number of factors, including the success of the Group's research strategies, the applicability of the discoveries made therein, the successful and timely completion of clinical studies, the uncertainties related to the regulatory process, the ability of the Group to identify and agree beneficial terms with suitable partners for the commercialisation and/or development of its products, the acceptance of the Group's products by consumers and medical professionals, and the ability of the Group to identify and consummate suitable strategic and business combination transactions.

To view a full copy of the release please click here

Latest News

Results Announcement for the year ended 30 June 2017

Vernalis plc (LSE: VER) today announces its audited financial results for the year ended 30 June 2017, following the year-end trading update published on 18 July 2017.

 

Read more ...

At a glance

More information on Vernalis and its pipeline ...

FactsheetNov14 Company fact sheet

Comm thumbnail Explore the pipeline ...

Contact Vernalis

T: 0118 938 0000
F: 0118 938 0001

Contact information
Maps and directions
Contact form

To report SUSPECTED ADVERSE REACTIONS, contact Vernalis Therapeutics, Inc. at 1-855-705-9546 and drugsafety@propharmagroup.com or FDA at 1-800-FDA-1088 or www.fda.gov/medwatch