ADDITIONAL LISTING APPLICATION + TOTAL VOTING RIGHTS
21 December 2007
Payment of deferred consideration due under agreement for acquisition of Cita NeuroPharmaceuticals Inc. and application for listing
Vernalis plc (LSE: VER) (“Vernalis” or the “Company”) today announces that application has been made to the UK Listing Authority and to the London Stock Exchange (together, “Admission”), for a listing of 14,678,832 ordinary shares.
The Company announces that following the successful completion of the Phase IIa study in Neuropathic Pain and under the terms of the agreements relating to the acquisition by the Company of Cita NeuroPharmaceuticals Inc. (“Cita”), previously announced in December 2005, deferred consideration relating to the achievement of a milestone in the V3381 development programme has become due to certain vendors of Cita.
The deferred consideration of US $5,783,904 is to be satisfied by the issue of a total of 14,678,832 Ordinary Shares in the capital of Vernalis (“Shares”) calculated in accordance with the terms of the acquisition agreements at £0.1867 per share. The relevant milestone is the completion of a report by the Company following completion of the Phase IIa study with V3381 with data sufficient to justify Vernalis progressing with a Phase IIb or Phase III study for V3381.
The applications are being made in respect of the 14,678,832 Shares which have been issued subject only to Admission becoming effective. It is expected that Admission will occur at 8:00am on 31 December 2007.
Subject to Admission becoming effective, and in conformity with the Financial Service Authority’s Disclosure and Transparency Rules, Vernalis would like to notify the market of the following:
The Company’s issued share capital consists of 327,979,652 with a nominal value of 5 pence per share, with voting rights (one vote per ordinary share). The company does not hold any shares in treasury.
The above figure of 327,979,652 ordinary shares may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Service Authority’s Disclosure and Transparency Rules.
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Enquiries:
Vernalis plc +44 (0)118 977 3133
Simon Sturge, Chief Executive
Tony Weir, Chief Financial Officer
Brunswick Group +44 (0)20 7404 5959
Jon Coles
Justine McIlroy
About Vernalis
Vernalis is a speciality bio-pharmaceutical company focused on products marketed to specialist neurologists. The company has two marketed products, Frova® and Apokyn®, and a development pipeline focused on central nervous system disorders and oncology. The company has six products in clinical development and collaborations with leading, global pharmaceutical companies including Novartis and Biogen Idec. Vernalis has established a US commercial operation to promote Apokyn® and co-promote Frova® alongside its North American licensing partner, Endo Pharmaceuticals. For further information about Vernalis, please visit www.vernalis.com.
Vernalis Forward-Looking Statement
This news release may contain forward-looking statements that reflect the Company’s current expectations regarding future events including the clinical development and regulatory clearance of the Company’s products, the Company’s ability to find partners for the development and commercialisation of its products, as well as the Company’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 Company’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 Company to identify and agree beneficial terms with suitable partners for the commercialisation and/or development of its products, as well as the achievement of expected synergies from such transactions, the acceptance of Frova® and Apokyn® and other products by consumers and medical professionals, the successful integration of completed mergers and acquisitions and achievement of expected synergies from such transactions, and the ability of the Company to identify and consummate suitable strategic and business combination transactions.
