Results of EGM and Placing and Open Offer
13 December 2005
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
Vernalis plc (LSE: VER, NASDAQ: VNLS) ("Vernalis" or the "Company") announces that at the Extraordinary General Meeting held earlier today all of the resolutions set out in the notice of the meeting dated 18 November 2005, including those relating to the Company's acquisition of Cita NeuroPharmaceuticals Inc. (the "Cita Acquisition") (including the Vendor Placing) and the Placing and Open Offer, were duly passed.
Vernalis plc further announces that by 11.00 a.m. on 9 December 2005, being the latest time for receipt of application forms and payment in full under the Open Offer, valid applications had been received from Qualifying Shareholders in respect of 35,402,580 New Ordinary Shares, representing 52.3 per cent. of the 67,749,457 New Ordinary Shares available under the Open Offer. This includes 18,789,605 New Ordinary Shares the subject of irrevocable commitments to accept the Open Offer.
32,346,877 New Ordinary Shares not applied for by Qualifying Shareholders under the Open Offer will be taken up by institutional investors under the Placing pursuant to the Placing and Open Offer Agreement. A further 24,284,984 New Ordinary Shares have been placed pursuant to the Vendor Placing. These Vendor Placing shares were not subject to the Open Offer.
The 94,665,288 New Ordinary Shares to be issued pursuant to the Cita Acquisition (including the Vendor Placing) and Placing and Open Offer will rank pari passu with the existing Ordinary Shares in all respects.
The Cita Acquisition (including the Vendor Placing) and the Placing and Open Offer remain conditional upon, inter alia, admission of the New Ordinary Shares to the Official List and to trading on the London Stock Exchange's market for listed securities. Application has been made to the FSA for the New Ordinary Shares to be admitted to the Official List and to be admitted to trading on the London Stock exchange's market for listed securities. It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence on 14 December 2005.
Terms defined in the Prospectus have the same meaning in this announcement. A copy of the Prospectus and the Resolutions passed at the Extraordinary General Meeting have been submitted to the UKLA, and are available for inspection at the UKLA's Document Viewing Facility, which is situated at: Financial Service Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS, Tel no: 020 7676 1000.
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Enquiries:
Vernalis plc Tel: +44 (0)118 977 3133
Simon Sturge, Chief Executive Officer
Tony Weir, Chief Financial Officer
Piper Jaffray Ltd. Tel: +44 (0)20 7743
8700
David Wilson
David Rasouly
Jamie Adams
Brunswick Tel: +44 (0)20 7404 5959
Jon Coles
Wendel Verbeek
The Company received valid proxies in respect of the following number of Ordinary Shares for each of the resolutions proposed at the EGM:
| Resolution | For | Against | Abstain |
| 1 | 149,861,784 | 23,109 | 201,313 |
| 2 | 149,860,522 | 22,533 | 203,151 |
| 3 | 149,854,559 | 24,575 | 207,072 |
| 4 | 102,669,707 | 24,329 | 47,392,170 |
Piper Jaffray Ltd., which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Vernalis plc in relation to the Cita Acquisition (including the Vendor Placing) and the Placing and Open Offer and will not be responsible to anyone other than Vernalis plc for providing the protections afforded to clients of Piper Jaffray Ltd. nor for providing advice in relation to the Cita Acquisition (including the Vendor Placing) and the Placing and Open Offer or any other transaction or arrangement referred to herein.
This press announcement has been issued by Vernalis plc and is the sole responsibility of Vernalis plc.
Neither the Vendor Placing nor the Placing and Open Offer are being made, directly or indirectly, in or into the United States or Japan and applications in or from the United States or Japan will not be capable of acceptance and will be deemed invalid (subject to certain exceptions). This announcement may not be issued, mailed or otherwise distributed or sent, through CREST or otherwise, in, into or from the United States or Japan.
Neither the Vendor Placing nor the Placing and Open Offer are being made, directly or indirectly, in or into Australia or Canada and applications in or from Australia or Canada will not be capable of acceptance and will be deemed invalid (subject to certain exceptions with respect to Australia). This announcement may not be issued, mailed or otherwise distributed or sent, in, into or from Australia or Canada.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities or any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, such securities by any person in any circumstances in which such offer or solicitation is unlawful. 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 or that the information in it is correct as of any subsequent time.
Notes to Editors:
About Vernalis
Vernalis is a specialty pharmaceutical company primarily focused on drugs for the treatment of neurology and central nervous system disorders. The company has two marketed products, frovatriptan and Apokyn®, and five products in clinical development. Vernalis has collaborations with leading, global pharmaceutical companies including Novartis, Biogen Idec and Serono and is establishing a North American commercial operation to promote Apokyn® and co-promote frovatriptan alongside its North American licensing partner, Endo Pharmaceuticals, propelling the company towards its goal of becoming a sustainable, self-funding, R&D-driven, specialty pharmaceutical company primarily focused on drugs for the treatment of neurology and central nervous system disorders. For further information about Vernalis, please visit www.vernalis.com
Safe Harbour statement: 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 and including that of frovatriptan for menstrually related migraine, the Group's ability to find partners for the development and commercialisation of its products, the benefits of reacquiring the rights to frovatriptan in North America and the partnership with Endo Pharmaceuticals Inc. on 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, including with respect to frovatriptan and the Group's other products, 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 frovatriptan and other products, as well as the achievement of expected synergies from such transactions, the acceptance of frovatriptan and other products by consumers and medical professionals, the successful integration of completed mergers and acquisitions and achievement of expected synergies from such transactions, the ability of the Group to identify and consummate suitable strategic and business combination transactions.
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