Verona Pharma plc (VRNA) Announces Proposed Stock Offering

Verona Pharma plc (Nasdaq: VRNA) today announced a proposed underwritten public offering of 10 million American Depositary Shares (“ADSs”), each representing eight ordinary shares of Verona Pharma, nominal value £0.05 per share (the “Offering”). All ADSs in the Offering will be offered by Verona Pharma. The Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the offering. In addition, Verona Pharma intends to grant the underwriters of the Offering a 30-day option to purchase up to an additional 1.5 million ADSs at the public offering price, less the underwriting discount and commission.

Jefferies, Piper Sandler & Co. and Truist Securities are acting as the book-running managers for the Offering.

The Offering is being made pursuant to a shelf registration statement on Form S-3, including a base prospectus, that was filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on March 19, 2021 and declared effective on March 25, 2021 (the “Registration Statement”). A preliminary prospectus supplement and the accompanying base prospectus relating to the Offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying base prospectus relating to the Offering, when available, may be obtained from: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, or by telephone at (877) 821-7388, or by e-mail at [email protected]; Piper Sandler & Co., 800 Nicollet Mall, J12S03, Minneapolis, MN 55402, Attention: Prospectus Department, by telephone at (800) 747-3924, or by email at [email protected]; or Truist Securities, Inc., Attention: Prospectus Department, 3333 Peachtree Road NE, 9th floor, Atlanta, Georgia 30326 or by e-mail at [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction.

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