24th Feb 2005 07:04
Vernalis PLC24 February 2005 24 FEBRUARY 2005 EMBARGOED TO 7AM PART ONE OF TWO NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO ORFROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE NETHERLANDS OR THEREPUBLIC OF IRELAND VERNALIS PLCPLACING AND OPEN OFFER OF 43,250,107 NEW ORDINARY SHARES AT 70 PENCE PER NEW ORDINARY SHARE Vernalis plc ("Vernalis" or the "Company") today announced its intention toraise £30.3 million (before expenses) by way of a fully underwritten Placing andan Open Offer of 43,250,107 New Ordinary Shares (representing approximately 27.8per cent. of Vernalis' existing issued ordinary share capital). Highlights of the Placing and Open Offer are as follows: * Placing and open offer of 43,250,107 New Ordinary Shares at 70 pence per share to raise £30.3 million (before expenses); * Open Offer to Qualifying Shareholders on the basis of 5 New Ordinary Shares for every 18 existing Ordinary Shares; * Undertaking from Invesco to take up its full entitlement under the Open Offer, currently 28 per cent.; * Key use of proceeds - strengthen the Company's financial position prior to receipt of a milestone of $40 million in relation to the expected regulatory approval in the first half of 2007 of frovatriptan as a short-term prophylaxis for MRM; - establish commercial business in North America following the Company's exercise of the option to co-promote frovatriptan; - progress the Company's existing product portfolio while allowing flexibility in timing of partnership agreements; and - acquire additional programmes or products in the Company's areas of therapeutic focus, CNS disorders and oncology; * Extraordinary General Meeting to be held at 10.00 a.m. on 21 March 2005 at the offices of Nomura International plc at Nomura House, 1 St Martin's-le-Grand, London EC1A 4NP. Simon Sturge, Chief Executive Officer of Vernalis, commented: "We are extremely pleased with the very strong support we have received, bothfrom existing shareholders and from new shareholders. This fundraising willenhance our financial position and we look forward to utilising these additionalfunds to build a more robust business." There will be a presentation to analysts at 9.00 a.m. today at the offices ofJ.P. Morgan plc at 10 Aldermanbury, London EC2V 7RF. Further details about thepresentation should be obtained from Julian Oakley on +44 (0) 20 7742 4000. Enquiries: Vernalis plc +44 (0) 118 977 3133Simon Sturge, Chief Executive OfficerTony Weir, Chief Financial Officer JPMorgan +44 (0) 20 7742 4000Bernard TaylorJulian Oakley Cazenove +44 (0) 20 7588 2828Julian CazaletTony BramptonShona Graham Nomura +44 (0) 20 7521 2000David RasoulyJamie Adams Brunswick +44 (0) 20 7404 5959Jon ColesWendel Verbeek J.P. Morgan plc is acting as financial adviser and sponsor to the Placing andOpen Offer. Nomura International plc and Cazenove & Co. Ltd are acting asunderwriters of the Placing and Open Offer. This press announcement has been issued by Vernalis and is the soleresponsibility of Vernalis. J.P. Morgan plc, Nomura International plc and Cazenove & Co. Ltd are actingexclusively for Vernalis in relation to the Placing and Open Offer and will notbe responsible to anyone other than Vernalis for providing the protectionsafforded to clients of J.P. Morgan plc, Nomura International plc and/or Cazenove& Co. Ltd, as the case may be, nor for providing advice in relation to thePlacing and Open Offer or any transaction or arrangement referred to in thisannouncement. This announcement is not an offer of securities for sale in the United States.Securities may not be offered or sold in the United States absent registrationor an exemption from registration. There will be no public offer of the NewOrdinary Shares in the United States. This announcement shall not constitute or form part of any offer or invitationto subscribe for securities, including in the United States. Any purchase of orapplication for securities in the Placing and Open Offer should only be made onthe basis of information contained in the Prospectus to be issued in connectionwith the Placing and Open Offer dated 24 February 2005 and any supplementthereto. This announcement does not constitute the solicitation of any vote or approvalin any jurisdiction. Any person (including without limitation, custodians, nominees and trustees),who may have a contractual or legal obligation or may otherwise intend toforward this press release and any accompanying documents to any jurisdictionoutside the UK should seek appropriate advice before taking any action. No one(including custodians, nominees and trustees) should send, issue, mail or in anyway distribute, either through CREST or otherwise, this press release, theProspectus, the Application Form, the Form of Proxy or any other documentconnected with the Placing and Open Offer in or into the United States. Subjectto certain exceptions, you should not send, issue, mail or in any waydistribute, either through CREST or otherwise, this press release, theProspectus, the Application Form, the Form of Proxy or any other documentconnected with the Placing and Open Offer in or into Australia, Canada, Japan orthe Netherlands. Neither this press release, the Prospectus, the ApplicationForm, the Form of Proxy or any other document connected with the Placing andOpen Offer may be sent, issued, mailed or in any way distributed, either throughCREST or otherwise into the Republic of Ireland save in relation to Shareholdersreceiving the Prospectus and the Form of Proxy in connection with the EGM only. EXCEPT AS OTHERWISE SET FORTH HEREIN THE OPEN OFFER DESCRIBED IN THIS DOCUMENTIS NOT BEING MADE TO SHAREHOLDERS IN THE UNITED STATES, AUSTRALIA, CANADA,JAPAN, THE NETHERLANDS, OR THE REPUBLIC OF IRELAND. The New Ordinary Sharesoffered by the Prospectus have not been, nor will they be, registered under theapplicable securities laws of the United States, Australia, Canada, Japan, theNetherlands or the Republic of Ireland. Subject to certain exceptions, the NewOrdinary Shares may not be offered or sold, through CREST or otherwise, in theUnited States, Australia, Canada, Japan, the Netherlands or the Republic ofIreland or to or for the benefit of any national, resident or citizen of theUnited States, Australia, Canada, Japan, the Netherlands or the Republic ofIreland. Shareholders with registered addresses in the United States, Australia,Canada, Japan, the Netherlands or the Republic of Ireland are referred to theparagraph headed ''Overseas Shareholders'' in Part II of the Prospectus. Subjectto the exceptions set out in this document, this document is being furnished tosuch persons solely for the purpose of giving notice of the ExtraordinaryGeneral Meeting and providing certain information in connection with voting atthe Extraordinary General Meeting. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. Any failure tocomply with these restrictions may constitute a violation of the securities lawsof any such jurisdiction. Any purchase of, or application for, securities in thePlacing and Open Offer should only be made on the basis of information containedin the Prospectus dated 24 February 2005 and any supplement thereto. Receipt ofthis announcement will not constitute an offer in those jurisdictions in whichit would be illegal to make the Offer and in such circumstances it will bedeemed to have been sent for information purposes only. Prices and values of, and income from, shares may go down as well as up and aninvestor may not get back the amount invested. It should be noted that pastperformance is no guide to future performance. Persons needing advice shouldconsult an independent financial adviser. Certain statements made in this announcement are forward-looking statements.Such statements are based on current expectations and, by their nature, aresubject to a number of risks and uncertainties that could cause actual resultsand performance to differ materially from any expected future results orperformance, expressed or implied by the forward-looking statement. Theinformation and opinions contained in this announcement are subject to changewithout notice and Vernalis assumes no responsibility or obligation to updatepublicly or revise any of the forward-looking statements contained herein. 24 February 2005 PART TWO OF TWO NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE NETHERLANDS or THE REPUBLIC OF IRELAND VERNALIS PLC PLACING AND OPEN OFFER OF 43,250,107 NEW ORDINARY SHARES AT 70 PENCE PER NEW ORDINARY SHARE Introduction Vernalis today announced its intention to raise £30.3 million (before expenses) by way of a fully underwritten Placing and an Open Offer of 43,250,107 New Ordinary Shares (representing approximately 27.8 per cent. of Vernalis' existing issued ordinary share capital). The net proceeds of the Placing and Open Offer will amount to approximately £27.6 million. This will partly be applied in establishing a commercial business in North America, following the exercise of Vernalis' option to co-promote frovatriptan in the USA, also announced today. Under the co-promotion arrangements, Endo Pharmaceuticals Inc. ("Endo") will provide funding for and assist in the establishment of the Vernalis sales team of up to 25 specialty neurology sales representatives for up to 5 years, beginning 1 January 2006. The Vernalis sales team has the opportunity to market other prospective CNS products in addition to frovatriptan, and will form the Company's core commercial operations in North America for the future sale of pharmaceuticals. The proceeds will also be applied by the Company to progress certain of its existing development programmes to a more advanced stage before licensing them out in order to maximise shareholder value and will provide the Company with the flexibility to expand its existing portfolio through the selective and timely acquisition of research or development programmes and/or products as it actively continues to identify new opportunities. In addition, the proceeds will put the Company in a stronger financial position to continue investing in its development programmes and research activities during the period through to the expected regulatory approval, in the first half of 2007, of its lead clinical development programme, frovatriptan as a short-term prophylaxis for menstrually-related migraine ("MRM"), provided ongoing clinical trials are successful and satisfactory to the FDA, at which point a $40 million milestone will be receivable from Endo. Further details of the business of Vernalis and the Company's proposed use of the proceeds of the Placing and Open Offer are set out in sections 2 and 3 of this announcement. The Placing and the Open Offer are conditional, inter alia, upon the passing of the Resolution at the Extraordinary General Meeting to be held at 10.00 a.m. on 21 March 2005 at the offices of Nomura International plc at Nomura House, 1 St Martin's-le-Grand, London EC1A 4NP. Business strategy and progress Vernalis was formed from the merger of British Biotech plc and Vernalis Group plc in September 2003. Following the merger, Vernalis carried out substantial restructuring and reviewed the Company's product portfolio and research programmes to focus its investment efforts primarily in the fields of CNS disorders and oncology. In addition to the further commercial exploitation of frovatriptan, four products in clinical development were prioritised and discovery research was focussed on those programmes likely to deliver pre-clinical development candidates in the near-term. As a result of these actions, Vernalis has made steady progress since the beginning of 2004. In addition to reacquiring the North American rights to frovatriptan and entering into a major licensing agreement with Endo, Vernalis secured significant research and development collaborations with Biogen Idec and Novartis and successfully advanced its development programmes, including the start of the Phase I clinical trial of the metalloenzyme programme by Serono, giving Vernalis five products in clinical development. This progress is illustrated below. Frovatriptan * Following the reacquisition of North American marketing rights for frovatriptan from Elan Corporation plc ("Elan") in May 2004, Vernalis entered into an agreement to license North American sales and marketing rights for frovatriptan to Endo, which was announced on 15 July 2004 and completed on 17 August 2004. Under the terms of the licence agreement, Endo agreed to make unconditional payments totaling $60 million to Vernalis, including $30 million which was paid in August 2004 and two further payments of $15 million on the first and second anniversary of completion (August 2005 and August 2006 respectively). Endo has made a significant immediate promotional investment behind frovatriptan while Vernalis retains financial and operational responsibility for the MRM clinical development programme. If FDA approval of the MRM indication is achieved, Endo has agreed to make an additional payment of $40 million to Vernalis, although Endo has the option to off-set half of this milestone payment against its $50 million loan to the Company. The Company has exercised its option to co-promote frovatriptan in the USA. * On 3 September 2004, frovatriptan was granted approval in Canada for the treatment of acute migraine. * On 16 September 2004, Vernalis signed an agreement with SK Chemicals Co ("SK"), granting SK exclusive distribution rights to frovatriptan in the Korean market. Vernalis received an upfront fee of $222,500 ($250,000 net of withholding tax of 11 per cent.) on signature and is due a further payment of $44,500 ($50,000 net of withholding tax of 11 per cent.) if Korean marketing authorisation is obtained, in addition to revenues from future product supply. * On 27 September 2004, frovatriptan was launched in Italy under two trade marks, Rilamiga and Auradola by Vernalis' European partner for frovatriptan, Menarini. * On 18 October 2004, Menarini launched frovatriptan in Spain, under the trademark Forvey. * On 6 December 2004, Menarini launched frovatriptan in Greece, under the trademark Migralin. * In October 2004, recruitment started for the confirmatory Phase III clinical trial to complete the required data package for filing a supplemental New Drug Application ("sNDA") for frovatriptan for the short-term prophylaxis of MRM. Other Development Programmes * In March 2004, Vernalis announced positive results from an initial Phase II proof-of-concept study of V10153 in acute myocardial infarction patients. This will be further developed in a second Phase II study as a novel treatment for acute ischaemic stroke due to be commenced in the first half of 2005. In parallel, work will be undertaken to improve the production process prior to manufacturing material for Phase III studies. * In March 2004, Vernalis announced positive data from an initial Phase I study of V2006, a novel treatment for Parkinson's disease. V2006 was shown to be safe and well tolerated in a single and rising dose study, achieving potentially therapeutic concentrations at the lowest dose tested. It also displayed a prolonged half life consistent with once-daily dosing. The Phase I programme for V2006 continues with the goal to begin Phase II proof of concept studies in Parkinson's patients in the second half of 2005. * In September 2003, V140 entered a Phase I clinical trial to evaluate its safety and pharmacokinetic properties in single and multiple dose studies. The initial Phase I clinical trial in which V140 was administered to healthy volunteers in single and multiple doses for five days was completed successfully. Subject to the satisfactory completion of further clinical studies, it is intended to evaluate V140 in a Phase II proof of concept trial which is expected to start in the first half of 2005. This will investigate the opiate-sparing and analgesic efficacy and safety in patients undergoing elective total knee replacement surgery. Collaborations * On 23 June 2004, Vernalis entered into an agreement with Biogen Idec to advance Vernalis' adenosine A2A receptor antagonist programme, which targets Parkinson's disease and other neurological disorders. Under the agreement, Biogen Idec received exclusive worldwide rights to develop and commercialise Vernalis' lead compound, V2006. In addition, Biogen Idec has the right to develop one back-up compound to V2006 and has option rights over the entirety of Vernalis' A2A antagonist research programme. Initially, the collaboration will focus on completing the ongoing Phase I programme for V2006, with the goal to begin Phase II proof of concept studies of V2006 in Parkinson's disease patients in the second half of 2005. At the time of the agreement, Biogen Idec made an equity investment of £3.3 million through its subscription for 6,218,487 new Ordinary Shares. In July 2004, Biogen Idec paid an initial licence fee of $10 million to Vernalis. * In December 2003, Vernalis formed a research collaboration with Novartis to investigate inhibitors of Hsp90. Under the agreement, Vernalis provided elements of its ongoing cancer research to Novartis for an initial six-month evaluation period after which Novartis had the right to enter a longer-term research and development collaboration. On 9 August 2004, Novartis exercised its option to license exclusive worldwide rights to Hsp90. Under the licence agreement, which was executed on 16 September 2004, Vernalis and Novartis agreed to conduct a joint research programme under which Novartis will provide research funding to Vernalis over an initial three year period. In addition, Novartis will be responsible for funding and conducting the preclinical and clinical development of product candidates, and for commercialisation. Novartis paid Vernalis an initial fee under the licence agreement of $1.5 million and made an equity investment of £5 million through the subscription for 7,106,344 new Ordinary Shares. * In October 2000, Vernalis formed a research collaboration with Serono to identify selective metalloenzyme inhibitors ("MEI") for the treatment of inflammatory/immune disorders, including multiple sclerosis. On 19 January 2005, Vernalis announced that Serono had started a Phase I clinical trial of a selective inhibitor of metalloprotease inhibitor 12 ("MMP-12"). Use of proceeds The net proceeds of the Placing and Open Offer will amount to approximately £27.6 million. This will partly be applied in establishing a commercial business in North America, following the exercise of Vernalis' option to co-promote frovatriptan in the USA. Under the co-promotion arrangements, Endo will provide funding for and assist in the establishment of the Vernalis sales team of up to 25 specialty neurology sales representatives for up to 5 years, beginning 1 January 2006. The Vernalis sales team has the opportunity to market other prospective CNS products in addition to frovatriptan, and will form the Company's core commercial operations in North America for the future sale of pharmaceuticals. The proceeds will also be applied by the Company to progress certain of its existing development programmes to a more advanced stage before licensing them out in order to maximise shareholder value and will provide the Company with the flexibility to expand its existing portfolio through the selective and timely acquisition of research or development programmes and/or products as it actively continues to identify new opportunities. In addition, the proceeds will put the Company in a stronger financial position to continue investing in its development programmes and research activities during the period through to the expected regulatory approval, in the first half of 2007, of its lead clinical development programme, frovatriptan as a short-term prophylaxis for MRM, provided ongoing clinical trials are successful and satisfactory to the FDA, at which point a $40 million milestone will be receivable from Endo. It is currently envisaged that the net proceeds of the Placing and Open Offer will be applied in roughly equal portions to the above three areas. In particular, the Group's existing cash and short term investments together with the proceeds of the Placing and Open Offer will be applied to: (a) Frovatriptan * Establish the commercial infrastructure to support a US speciality sales force, which will be funded initially by Endo, in accordance with the terms of Vernalis' licence agreement with Endo. * Fund the clinical development of frovatriptan necessary to obtain regulatory approval for the short-term prophylaxis of menstrually-related migraine. * Expand opportunities for the sale of frovatriptan in countries outside North America and Europe, for example in Japan. (b) Existing research and development programmes * Conduct a Phase II study with V10153 in approximately 150 patients with acute ischaemic stroke, which is expected to start in the first half of 2005 and, in parallel, undertake work to improve the production process prior to manufacturing material for Phase III clinical trials. Following the Phase II results a decision will be made whether to seek collaborative assistance for this product or to continue development alone. * Subject to the satisfactory completion of further clinical trials, conduct the Phase II development of V140 to investigate the opiate-sparing and analgesic efficacy and safety in patients undergoing elective total knee replacement surgery, which is expected to start in the first half of 2005. Following these studies a decision will be made whether to seek collaborative assistance for this product or to continue development alone. * Progress the Company's research programmes with the aim of producing a development candidate every 18 months. (c) New Opportunities * Explore opportunities to exploit the Company's A2A receptor antagonist programme in areas that are outside the collaboration with Biogen Idec, for example depression. * In-license or collaborate with others on additional research and development programmes or product commercialisation opportunities in the Company's main areas of therapeutic focus namely CNS disorders and oncology. * Acquire North American commercialisation opportunities in the field of neurology to improve the utilisation of the Company's core commercial infrastructure in North America, when established. * Resource any new research and development programmes and product commercialisation opportunities that might be acquired through collaborations or other corporate transactions. Current trading and prospects During 2004, Vernalis' product portfolio made sustained progress and the business was strengthened through the reacquisition of the rights to frovatriptan from Elan and the collaborations with Endo, Biogen Idec and Novartis. Since the beginning of 2005, trading has been in line with the Company's expectations as the Company continues to progress in the development of its product portfolio and research programmes, building on the progress made during 2004. In the period from 19 May 2004 to 17 August 2004, sales of frovatriptan for the benefit of the Company were £5.8 million with a gross margin of £5.5 million. Under the terms of the collaboration with Endo, since 18 August 2004, Endo have been responsible for the sales of frovatriptan and the Company does not expect to receive any royalties before 1 January 2007 although the Company will receive from Endo guaranteed payments of $15 million in August 2005 and August 2006 respectively. Endo commenced selling frovatriptan in North America in October 2004 and increased investment behind the product in January 2005 with an enlarged sales force and revised marketing strategy. Weekly prescriptions during the second half of 2004 remained constant at approximately 5,500 per week. The development of frovatriptan for the prophylaxis of MRM continues. A 12 month safety study was fully recruited in April 2004. In October 2004, the first patients were recruited into the confirmatory Phase III efficacy study. These studies will complete the data package for filing an sNDA for frovatriptan for the prophylaxis of MRM. Menarini launched frovatriptan in Italy in September 2004, in Spain in October 2004 and in Greece in December 2004. As at 31 December 2004, the Group's cash and short term investments were £33.3 million. The Directors are confident of the financial and trading prospects for the Group for the current financial year. The anticipated timescale for newsflow for the Company's product portfolio is summarised below: * V10153: Initiate Phase II in stroke patients.........................H1 05 * V140: Initiate Phase II in post-operative pain.......................H1 05 * Frovatriptan: Interim analysis of MRM safety data....................H1 05 * V2006: Initiate Phase II in Parkinson's disease (Biogen Idec)....... H2 05 * Hsp90: Milestone on election of clinical candidate (Novartis)........H2 05 * Frovatriptan: MRM safety data........................................H2 05 * Frovatriptan: MRM efficacy data......................................H2 05 * Frovatriptan: MRM regulatory submission............................. H1 06 Details of the Placing and Open Offer Vernalis proposes to issue 43,250,107 New Ordinary Shares (representing approximately 27.8 per cent. of Vernalis' existing issued ordinary share capital), at 70 pence per share (the "Offer Price") by way of the Placing and Open Offer. Arrangements have been made with Cazenove and Nomura, as agents for the Company, to invite Qualifying Shareholders to apply under the Open Offer for New Ordinary Shares at the Offer Price, free of expenses, pro rata to their existing holdings of Ordinary Shares on the Record Date, on the following basis: 5 New Ordinary Shares for every 18 Ordinary Shares Invesco, which holds 43,563,055 Ordinary Shares, representing approximately 28 per cent. of the issued ordinary share capital of the Company, has irrevocably undertaken to take up its entitlement in full under the Open Offer in respect of all Ordinary Shares under its control which, as at 23 February 2005, would amount to an aggregate of 12,100,848 New Ordinary Shares. Biogen Idec, which holds 6,218,487 Ordinary Shares, representing approximately 3.99 per cent. of the issued ordinary share capital of the Company, has committed (through one of its affiliates) to subscribe for up to 2,140,000 New Ordinary Shares in the Placing (subject to clawback to satisfy valid applications under the Open Offer). Assuming full allocation of these shares under the Placing, Biogen Idec will hold 8,358,487 Ordinary Shares representing, in aggregate, approximately 4.2 per cent. of the issued ordinary share capital of the Company following the Placing and Open Offer. The New Ordinary Shares held by Biogen Idec will be subject to lock-up arrangements for a period of 6 months from Admission. The Directors have irrevocably undertaken to vote in favour of the Resolution to be proposed at the Extraordinary General Meeting in respect of their own beneficial holdings amounting (as at 23 February 2005, being the latest practicable date prior to the publication of this document) to an aggregate of 269,361 Ordinary Shares, representing approximately 0.2 per cent. of the existing issued ordinary share capital of the Company. Furthermore, Messrs Fellner, Weir, Slater, Hutchison, Kennedy, Read and Ms Ferguson, being Directors, who in aggregate hold 211,426 Ordinary Shares, representing approximately 0.1 per cent. of the issued ordinary share capital of the Company, have irrevocably undertaken to take up their entitlements in full in respect of an aggregate of 58,725 New Ordinary Shares. In addition, Mr Baxter wishes to acquire New Ordinary Shares up to a value of £2,000 and has accordingly agreed to take up such shares under the Placing, subject to clawback to satisfy valid applications under the Open Offer. The issue of the New Ordinary Shares under the Placing and Open Offer (excluding the Committed Open Offer Shares) has been fully underwritten by Cazenove and Nomura, subject to certain conditions as set out in the Placing and Open Offer Agreement. Qualifying Shareholders may apply for any whole number of New Ordinary Shares up to their maximum entitlement calculated on the basis set out above. No application in excess of the maximum entitlement will be met under the Open Offer and any Qualifying Shareholder so applying will be deemed to have applied only for his maximum entitlement provided that the application is complete in all other respects. Holdings in certificated form and uncertificated form will be treated as separate holdings for the purposes of calculating entitlements under the Open Offer. Fractional entitlements to New Ordinary Shares will not be allocated to Shareholders but will be disregarded and entitlements rounded down to the nearest whole number of New Ordinary Shares. Any fractional entitlements that would otherwise have arisen will be aggregated and placed for the benefit of the Company. The Placing and the Open Offer are conditional, inter alia, upon: 1. the passing of the Resolution at the Extraordinary General Meeting; 2. the Placing and Open Offer Agreement becoming unconditional in all respects and not having been terminated or rescinded in accordance with its terms; and 3. Admission becoming effective by no later than 8.00 a.m. on 22 March 2005 (or such later time and/or date no later than 31 March 2005 as the Managers may agree). If the Placing and Open Offer do not become unconditional, no New Ordinary Shares will be issued and application monies are expected to be returned (at the applicant's risk), without interest, within 14 days thereafter. The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the existing Ordinary Shares. Application has been made to the UK Listing Authority for the New Ordinary Shares to be admitted to the Official List. Application has also been made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on its market for listed securities. It is expected that admission to listing of such securities will become effective and dealings on the London Stock Exchange will commence on 22 March 2005. Definitive certificates in respect of New Ordinary Shares will be prepared and are expected to be delivered or posted to those allottees who have validly elected to hold their shares in certificated form by 30 March 2005. In respect of those allottees who have validly elected to hold their shares in uncertificated form, the New Ordinary Shares are expected to be credited to their accounts maintained in the CREST system by 22 March 2005. Shareholders should be aware that the Open Offer is not a rights issue and that entitlements to New Ordinary Shares will not be tradable or sold in the market for the benefit of those who do not apply under the Open Offer. Institutional investors who commit to take shares in the Placing subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer, will be notified of their final allocation no later than close of business on the day of the EGM. Further details of the Open Offer are set out in the Prospectus and the Application Form. Prospectus A Prospectus prepared in accordance with Part VI of the Financial Services and Markets Act 2000 containing further details of the Placing and Open Offer and convening the Extraordinary General Meeting is expected to be posted to Qualifying Shareholders today. A copy of the Prospectus has also been submitted to the UKLA, and will shortly be available for inspection at the UKLA's Document Viewing Facility, which is situated at: Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS, Tel no: 020 7676 1000. Expected Timetable Record Date for entitlements under 22 February 2005 the Open Offer Prospectus, Application Forms (if 24 February 2005 relevant) and Forms of Proxy posted to Qualifying Shareholders Open Offer Entitlements credited 8.00 a.m. on 25 February 2005 to stock accounts in CREST of Qualifying CREST Shareholders Recommended latest time for 4.30 p.m. on 10 March 2005 requesting withdrawal of Open Offer Entitlements from CREST Latest time for depositing Open 3.00 p.m. on 14 March 2005 Offer Entitlements into CREST Latest time and date for splitting 3.00 p.m. on 15 March 2005 Application Forms (to satisfy bona fide market claims only) Latest time and date for receipt 11.00 a.m. on 17 March 2005 of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate) Latest time and date for receipt 10.00 a.m. on 19 March 2005 of completed Forms of Proxy Extraordinary General Meeting 10.00 a.m. on 21 March 2005 Admission and commencement of 8.00 a.m. on 22 March 2005 dealings in New Ordinary Shares New Ordinary Shares in 22 March 2005 uncertificated form expected to be credited to CREST accounts (Qualifying CREST Shareholders only) Despatch of definitive 30 March 2005 certificates for New Ordinary Shares and refund cheques (where appropriate) (Qualifying non-CREST Shareholders only) Each of the times and dates in the above timetable is subject to change. Enquiries: Vernalis plc +44 (0) 118 977 3133Simon Sturge, Chief Executive OfficerTony Weir, Chief Financial Officer JPMorgan +44 (0) 20 7742 4000Bernard TaylorJulian Oakley Cazenove +44 (0) 20 7588 2828Julian CazaletTony BramptonShona Graham Nomura +44 (0) 20 7521 2000David RasoulyJamie Adams Brunswick +44 (0) 20 7404 5959Jon ColesWendel Verbeek J.P. Morgan plc is acting as financial adviser and sponsor to the Placing andOpen Offer. Nomura International plc and Cazenove & Co. Ltd are acting asunderwriters of the Placing and Open Offer. This press announcement has been issued by Vernalis and is the soleresponsibility of Vernalis. J.P. Morgan plc, Nomura International plc and Cazenove & Co. Ltd are actingexclusively for Vernalis in relation to the Placing and Open Offer and will notbe responsible to anyone other than Vernalis for providing the protectionsafforded to clients of J.P. Morgan plc, Nomura International plc and/or Cazenove& Co. Ltd, as the case may be, nor for providing advice in relation to thePlacing and Open Offer or any transaction or arrangement referred to in thisannouncement. This announcement is not an offer of securities for sale in the United States.Securities may not be offered or sold in the United States absent registrationor an exemption from registration. There will be no public offer of the NewOrdinary Shares in the United States. This announcement shall not constitute or form part of any offer or invitationto subscribe for securities, including in the United States. Any purchase of orapplication for securities in the Placing and Open Offer should only be made onthe basis of information contained in the Prospectus to be issued in connectionwith the Placing and Open Offer dated 24 February 2005 and any supplementthereto. This announcement does not constitute the solicitation of any vote or approvalin any jurisdiction. Any person, (including without limitation, custodians, nominees and trustees)who may have a contractual or legal obligation or may otherwise intend toforward this press release and any accompanying documents to any jurisdictionoutside the UK should seek appropriate advice before taking any action. No one(including custodians, nominees and trustees) should send, issue, mail or in anyway distribute, either through CREST or otherwise, this press release, theProspectus, the Application Form, the Form of Proxy or any other documentconnected with the Placing and Open Offer in or into the United States. Subjectto certain exceptions, you should not send, issue, mail or in any waydistribute, either through CREST or otherwise, this press release, theProspectus, the Application Form, the Form of Proxy or any other documentconnected with the Placing and Open Offer in or into Australia, Canada, Japan orthe Netherlands. Neither this press release, the Prospectus, the ApplicationForm, the Form of Proxy or any other document connected with the Placing andOpen Offer may be sent, issued, mailed or in any way distributed, either throughCREST or otherwise into the Republic of Ireland save in relation to Shareholdersreceiving the Prospectus and the Form of Proxy in connection with the EGM only. EXCEPT AS OTHERWISE SET FORTH HEREIN THE OPEN OFFER DESCRIBED IN THIS DOCUMENTIS NOT BEING MADE TO SHAREHOLDERS IN THE UNITED STATES, AUSTRALIA, CANADA,JAPAN, THE NETHERLANDS, OR THE REPUBLIC OF IRELAND. The New Ordinary Sharesoffered by the Prospectus have not been, nor will they be, registered under theapplicable securities laws of the United States, Australia, Canada, Japan, theNetherlands or the Republic of Ireland. Subject to certain exceptions, the NewOrdinary Shares may not be offered or sold, through CREST or otherwise, in theUnited States, Australia, Canada, Japan, the Netherlands or the Republic ofIreland or to or for the benefit of any national, resident or citizen of theUnited States, Australia, Canada, Japan, the Netherlands or the Republic ofIreland. Shareholders with registered addresses in the United States, Australia,Canada, Japan, the Netherlands or the Republic of Ireland are referred to theparagraph headed ''Overseas Shareholders'' in Part II of the Prospectus. Subjectto the exceptions set out in this document, this document is being furnished tosuch persons solely for the purpose of giving notice of the ExtraordinaryGeneral Meeting and providing certain information in connection with voting atthe Extraordinary General Meeting. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. Any failure tocomply with these restrictions may constitute a violation of the securities lawsof any such jurisdiction. Any purchase of, or application for, securities in thePlacing and Open Offer should only be made on the basis of information containedin the Prospectus dated 24 February 2005 and any supplement thereto. Receipt ofthis announcement will not constitute an offer in those jurisdictions in whichit would be illegal to make the Offer and in such circumstances it will bedeemed to have been sent for information purposes only. Prices and values of, and income from, shares may go down as well as up and aninvestor may not get back the amount invested. It should be noted that pastperformance is no guide to future performance. Persons needing advice shouldconsult an independent financial adviser. Certain statements made in this announcement are forward-looking statements.Such statements are based on current expectations and, by their nature, aresubject to a number of risks and uncertainties that could cause actual resultsand performance to differ materially from any expected future results orperformance, expressed or implied by the forward-looking statement. Theinformation and opinions contained in this announcement are subject to changewithout notice and Vernalis assumes no responsibility or obligation to updatepublicly or revise any of the forward-looking statements contained herein. DEFINITIONS In this announcement, the following expressions have the following meanings,unless the context otherwise requires: "Admission" The admission of the New Ordinary Shares (i) to the Official List and (ii) to trading on the London Stock Exchange's market for listed securities becoming effective in accordance with, respectively, the Listing Rules and the Admission and Disclosure Standards "Admission and The requirements contained in the publication "AdmissionDisclosure and Disclosure Standards" dated April 2002 containing,Standards" among other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's market for listed securities "Application Form" The personalised application form on which Qualifying Shareholders may apply for New Ordinary Shares under the Open Offer "Biogen Idec" Biogen Idec Inc. "British Biotech" British Biotech plc, now Vernalis "Cazenove" Cazenove & Co. Ltd "CNS" Central nervous system "Company" Vernalis plc "certificated" or Where a share or other security is not in uncertificated"in formcertificated form" "Committed Open The New Ordinary Shares that Invesco has undertaken to takeOffer Shares" up under the Placing and Open Offer "CREST" The relevant system, as defined in the CREST Regulations (in respect of which CRESTCo. Limited is operator as defined in the CREST Regulations)"Directors" or The Directors of Vernalis"Board" "Elan" Elan Corporation plc and/or any of its subsidiary undertakings "Endo" Endo Pharmaceuticals Inc. "Extraordinary The extraordinary general meeting of the Company to beGeneral convened for the purpose of passing the Resolution to beMeeting/EGM" held on 21 March 2005, including any adjournment thereof "FDA" The US Food and Drug Administration "Form of Proxy" The form of proxy accompanying this document for use in connection with the EGM "FSMA" The Financial Services and Markets Act 2000 "Group" Vernalis and its subsidiaries "Invesco" Amvescap plc and its subsidiaries "JPMorgan" J.P. Morgan plc "Listing Rules" The Listing rules made under section 74 of the Financial Services and Markets Act 2000 "London Stock London Stock Exchange plcExchange" "Managers" Nomura International plc and Cazenove & Co. Ltd "MEI" Metalloenzyme inhibitors "Menarini" Menarini International Operations Luxembourg S.A. "MRM" Menstrually-related migraine "New Ordinary The new Ordinary Shares to be issued by the Company underShares" the Placing and Open Offer having the rights set out in the articles of association of the Company "Nomura" Nomura International plc "Novartis" In relation to the collaboration agreement dated 9 August 2004 means the Novartis Institute for Biomedical Research, Inc., and in relation to the subscription agreement dated 18 December 2003 means Novartis Pharma AG "Offer Price" 70 pence per New Ordinary Share "Official List" The Official List of the UK Listing Authority "Open Offer An entitlement to subscribe for Open Offer Shares,Entitlement" allocated to a Qualifying Shareholder pursuant to the Open Offer "Open Offer Shares" The 43,250,107 New Ordinary Shares for which Qualifying Shareholders are being invited to apply under the terms of the Open Offer "Open Offer" The conditional invitation by the Managers on behalf of the Company, to Qualifying Shareholders to apply for up to 43,250,107 New Ordinary Shares on a pre-emptive basis on the terms and conditions set out in the Prospectus document and, where relevant, in the Application Form "Ordinary Shares" Ordinary shares of 5 pence each in the capital of the Company "Overseas Qualifying Shareholders with registered addresses outsideShareholders" the UK or who are citizens or residents of countries outside the UK "Placing" The conditional placing of New Ordinary Shares (other than the Committed Open Offer Shares), pursuant to the Placing and Open Offer Agreement"Placing and Open The placing and open offer agreement dated 24 February 2005Offer between the Company, the Managers and the Sponsor relatingAgreement" to the Placing and Open Offer"Prospectus" The prospectus dated 24 February 2005 in relation to the Placing and Open Offer by Vernalis"Qualifying CREST Qualifying Shareholders holding Ordinary Shares inShareholders" uncertificated form"Qualifying Qualifying Shareholders holding Ordinary Shares innon-CREST certificated formShareholders""Qualifying Holders of Ordinary Shares on the register of members ofShareholders" Vernalis at the close of business on the Record Date for the Placing and Open Offer with a registered address outside of the United States, Australia, Canada, Japan, the Netherlands or the Republic of Ireland and who are not located in the United States (subject to certain exceptions)"Record Date" 22 February 2005, being the record date for the Open Offer"Resolution" The special resolution to be proposed at the Extraordinary General Meeting"Securities Act" The United States Securities Act of 1933, as amended"Serono" Serono S.A."Shareholder" A holder of Ordinary Share(s)"SK" SK Chemicals Co., Ltd of Korea "sNDA" Supplementary New Drug Application "Sponsor" J.P. Morgan plc"stock account" An account within a member account in CREST to which a holding of a particular share or other security in CREST is credited"uncertificated" or Recorded on the relevant register of the share or security"in concerned as being held in uncertificated form in CREST,uncertificated form" and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST"UK Listing The Financial Services Authority in its capacity as theAuthority" competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 and in the exercise of its functions in respect of the admission to the Official List otherwise than in accordance with Part VI of the Financial Services and Markets Act 2000"United Kingdom" or The United Kingdom of Great Britain and Northern Ireland"UK""US", "USA" or The United States of America, its territories and"United possessions, any state of the United States and theStates" District of Columbia"US$" or "$" United States dollars"Vernalis" or "the Vernalis plc, registered in England and Wales under numberCompany" 2304992"Vernalis Group plc" Vernalis Group plc (now Vernalis Group Limited), registered in England and Wales under number 03137449 For the purposes of this document, "subsidiary", "subsidiary undertaking" and"parent undertaking" shall, unless the context otherwise requires, have therespective meanings given to them by the Companies Act 1985 (as amended by theCompanies Act 1989). This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Vernalis PLC