18th May 2009 13:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, 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. A PROSPECTUS HAS BEEN 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 ("the Company")
Shareholders approve overwhelmingly Vernalis' GBP22.1m (net) Placing and Open Offer,
Related Party transaction, Share Capital Reorganisation and a waiver of
the obligations under Rule 9 of the Takeover Code at General Meeting
Vernalis plc (LSE: VER) ("Vernalis" or the "Company"), a development stage pharmaceutical company developing a pipeline of clinical and early stage programmes, announces today that the Placing and Open Offer, Related Party transaction, Share Capital Reorganisation and a waiver of the obligations under Rule 9 of the Takeover Code announced on 29 April 2009 were approved overwhelmingly today at a General Meeting of shareholders.
Vernalis announced on 29 April 2009 that it was proposing to raise approximately GBP22.1m, net of expenses, through an underwritten Placing and Open Offer of 799,112,129 New Ordinary Shares at a price of 3 pence per New Ordinary Share (subject to the effect of the Share Capital Reorganisation) to raise GBP22.1m, net of expenses. The Placing and Open Offer has been fully underwritten by Piper Jaffray.
At the General Meeting held earlier today, all the Resolutions that were set out in the Notice of General Meeting included in the Prospectus published on 29 April 2009 were duly passed.
The results of the Placing and Open Offer were announced earlier today (18 May 2009).
The final step in the process to complete the Placing and Open Offer is for the New Ordinary Shares to be admitted to trading on the London Stock Exchange and to listing on the Official List of the UK Listing Authority, which is expected to become effective tomorrow (19 May 2009).
Ian Garland, CEO commented:
"We have today received a strong vote of support for the proposed Placing and Open Offer and the proceeds will enable us to begin rebuilding value for our shareholders."
The results of the proxy votes received in advance of the meeting are reported below:
|
Resolution |
For (including discretionary votes)* |
Against* |
Withheld |
||
|
Ordinary Resolutions |
|||||
|
1. To subdivide the share capital of the Company |
174,681,775 |
(99.96%) |
75,686 |
(0.04%) |
17,550 |
|
2. To consolidate the share capital of the Company |
174,693,823 |
(99.96%) |
73,077 |
(0.04%) |
8,111 |
|
Special Resolution |
|||||
|
3. To authorise the Company to make off-market purchases of all issued Deferred Shares and "A" Deferred Shares pursuant to the terms of a draft contract |
174,317,099 |
(99.75%) |
441,279 |
(0.25%) |
16,633 |
|
Ordinary Resolutions |
|||||
|
4. To approve the issue of the Ordinary Shares of 20 pence each pursuant to the Placing and Open Offer at a subscription price of 60 pence per share (which prior to the subdivision and consolidation of Ordinary Shares set out in Resolutions 1 and 2 would have represented a discount of 26 per cent. per share) |
174,313,416 |
(99.74%) |
451,626 |
(0.26%) |
9,969 |
|
5. To grant the Directors authority to allot unissued shares in the capital of the Company |
174,320,296 |
(99.75%) |
438,727 |
(0.25%) |
15,988 |
|
Special Resolution |
|||||
|
6. To grant the Directors the power to disapply the statutory pre-emption right for certain shares |
174,290,688 |
(99.74%) |
459,213 |
(0.26%) |
25,110 |
|
Ordinary Resolutions |
|||||
|
7. To approve Invesco Asset Management Limited's participation in the Placing |
78,915,750 |
(99.44%) |
440,729 |
(0.56%) |
16,344 |
|
8. To approve the waiver granted by the Panel on Takeovers and Mergers of the obligations which would otherwise arise on Invesco Asset Management Limited to make a general offer to the shareholders of the Company pursuant to Rule 9 of the City Code on Takeovers and Mergers |
78,872,133 |
(99.43%) |
451,052 |
(0.57%) |
49,638 |
|
Special Resolution |
|||||
|
9. To adopt new Articles of Association of the Company |
174,302,760 |
(99.74%) |
450,667 |
(0.26%) |
21,584 |
* Pecentage of votes cast excludes withheld votes
Capitalised terms used (but not defined) in this announcement have the same meanings as in the Prospectus sent to shareholders on 29 April 2009 unless the context requires otherwise.
Enquiries
Vernalis plc +44 (0) 118 977 3133
Ian Garland / David Mackney
Piper Jaffray +44 (0) 20 3142 8700
Neil Mackison / Rupert Winckler / Jamie Adams
Brunswick +44 (0) 20 7404 5959
Jon Coles / Justine McIlroy / Annabel Entress
Piper Jaffray Ltd., which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for the Company as sponsor, broker and underwriter in connection with the Placing and Open Offer and not for any other person and will not be responsible to any other person for providing the protections afforded to its customers or for providing advice in relation to the Placing and Open Offer, the contents of the Prospectus and, if relevant, the accompanying documents or any arrangements referred to therein or in this announcement.
This announcement has been issued by Vernalis plc and is the sole responsibility of Vernalis plc
The distribution of this announcement in certain jurisdictions may be restricted by law and such distribution could result in violation of the laws of such jurisdictions. In particular, this announcement is not for distribution in the United States, Australia, Canada, Japan or South Africa.
This announcement is not an offer of securities for sale in the United States. The Placing and Open Offer Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the applicable securities laws of any state or other jurisdiction of the United States or qualified for distribution under any applicable securities laws in Canada, Australia, South Africa or Japan. The Placing and Open Offer Shares may not be offered or sold, directly or indirectly, within the United States absent registration or an exemption from registration under the Securities Act and in compliance with any applicable securities laws of the states of the United States. 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, Canada, Australia, Japan or South Africa. This announcement is not for distribution directly or indirectly in or into the United States, Canada, Australia, Japan or South Africa.
Neither the Placing and Open Offer Shares, the related Prospectus, this announcement nor any other document connected with this Placing and Open Offer have been or will be approved or disapproved by the United States Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, nor have any of the foregoing authorities or any securities commission passed upon or endorsed the merits of the offering of the Placing and Open Offer Shares. Any representation to the contrary is a criminal offence.
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. Any purchase of, or application for, the New Ordinary Shares should be made only on the basis of information contained in the Prospectus which has been sent to Qualifying Shareholders
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.
Definitions used in this announcement will have the same meaning as those used in the Prospectus which has been sent to shareholders, unless the context requires otherwise.
FOR PUBLICATION IN THE UNITED KINGDOM ONLY. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA AND JAPAN, OR INTO ANY OTHER JURISDICTION WHERE THE EXTENSION OR AVAILABILITY OF THE PLACING AND OPEN OFFER WOULD BREACH ANY APPLICABLE LAW.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS PUBLISHED BY THE COMPANY IN CONNECTION WITH THE PROPOSED PLACING AND OPEN OFFER. COPIES OF THE PROSPECTUS WILL BE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE.
Related Shares:
Vernalis PLC