Result of Open Offer

Verona Pharma plc ("Verona Pharma" or the "Company") Result of Open Offer 24 March 2014, London - Verona Pharma plc (AIM: VRP), the drug developmentcompany focused on "first-in-class" medicines to treat respiratory diseases,today reports the results of an Open Offer, details of which were firstannounced on 6 March 2014 as part of a conditional Placing, Subscription andOpen Offer of up to 637,324,831 New Ordinary Shares at 2.2 pence per share toraise up to £14.0 million before expenses. The Placing and Subscriptioninvolved the issue, respectively, of 298,750,000 and 292,000,000 New OrdinaryShares. The Open Offer, which involved the issue of up to 46,574,831 New OrdinaryShares, has now closed in accordance with its terms and Verona Pharma ispleased to announce that it received valid acceptances from QualifyingShareholders in respect of 47,429,956 New Ordinary Shares, representing 101.8per cent. of the New Ordinary Shares available under the Open Offer. Inaccordance with the terms and conditions, all applications made pursuant to theOpen Offer (other than Excess Shares applied for under the Excess ApplicationFacility) have been met in full and a scaling back exercise has been undertakenin respect of applications for Excess Shares. Verona Pharma has thereforeraised gross proceeds of £1.0 million through the Open Offer and £14.0 millionin total. The Open Offer, together with the Placing and Subscription, remainsconditional, inter alia, upon the passing of the resolutions at the GeneralMeeting this morning at 11.00am and upon Admission occurring by 8.00am on 25March 2014 (or such later time as Verona Pharma and its joint brokers, WHIreland Limited and WG Partners may agree). Application has been made to the London Stock Exchange for the admission of allof the New Ordinary Shares which are subscribed for to trading on AIM. It isexpected that Admission will occur and that dealings will commence at 8.00am on25 March 2014. Wales Life Sciences Investment Fund LP has agreed to subscribe for 210 millionof the Subscription Shares, representing approximately 20.8 per cent. of theEnlarged Share Capital, for a total consideration of approximately £4.6million, and the Company has agreed to relocate certain of its operations toWales. This announcement should be read in conjunction with the full text of theCircular posted to Shareholders on 6 March 2014, a copy of which is availableon the Company's website at www.veronapharma.com. Jan-Anders Karlsson, Chief Executive Officer of Verona Pharma, said: "We are absolutely delighted to have attracted such strong support from bothnew and existing institutional shareholders and, through the fully subscribedopen offer, from our existing non institutional shareholders. Verona Pharma isnow properly financed to progress the development of both RPL554 and VRP700which we expect will create significant value for our extended shareholderbase." -Ends- For more information, please visit www.veronapharma.com or contact: Verona Pharma plc Tel: 020 7863 3300Clive Page, ChairmanJan-Anders Karlsson, CEORichard Bungay, CFO WH Ireland Limited(NOMAD) Tel: 020 7220 1666Chris FieldingNick Field WG Partners Tel: 020 7149 6327David WilsonClaes SpångJonathan Gosling FTI Consulting Tel: 020 3727 1000Julia PhillipsSimon Conway Notes to Editors About Verona Pharma plc Verona Pharma is developing "first-in-class" drugs to treat respiratorydisease, such as COPD, asthma and chronic, severe cough. The Company has threedrug programmes, two of which are in Phase II. The lead programme, RPL554, isan innovative dual phosphodiesterase (PDE) 3 and 4 inhibitor with bothbronchodilator and anti-inflammatory properties. VRP700 is an innovativeproduct for suppressing chronic, severe cough in patients with underlying lungdisease. In its third programme, Verona Pharma is investigating novelanti-inflammatory molecules, called NAIPs, for a wide range of respiratory andinflammatory diseases. About RPL554 for the treatment of COPD and Asthma Verona Pharma's lead drug, RPL554, is a dual phosphodiesterase (PDE) 3 and 4inhibitor being developed as a novel treatment for chronic obstructive airwaysdisease such as COPD and asthma with bronchodilator and anti-inflammatoryeffects. Both effects are essential to improve symptoms in patients with COPDor asthma. RPL554 is currently in phase II for both diseases. COPD is a chronic lung disease with significant unmet need for which currenttreatment is far from optimal, as it often has unwanted side-effects and/orlimited effectiveness. COPD is most commonly characterised by fixed airflowobstruction and chronic airways inflammation resulting from exposure toirritants like tobacco smoke. Asthma, which remains one of the most commonchronic diseases in the world, is characterised by recurrent breathing problemsand symptoms such as breathlessness, wheezing, chest tightness, and coughing.The market for COPD and asthma drugs is currently estimated to be GBP20 billion[source: visiongain]. About VRP700 for the treatment of Cough VRP700 is Verona Pharma's lead drug compound for the treatment of cough, havinga novel mechanism of action involving the suppression of cough initiatingsignals originating from cough sensory nerve endings located in the lungs. Aclinical trial completed at the University of Florence, Italy in September 2011clearly demonstrated significant anti-tussive effects with nebulised VRP700 inhospitalized patients with chronic severe cough. Cough can be a very debilitating comorbidity reported by patients, especiallythose with respiratory conditions such as asthma, COPD, lung cancer,interstitial lung disease, fibrosis or lung infections. It is a neglectedsymptom which is often self-medicated. Consumer spending on OTC medications,including those for cough, grew by 10% over 2005-10, to reach GBP532 million inUK [source: Mintel]. However, there is very little clinical evidence for suchOTC cough medications being really effective and it is widely recognised by themedical community that there is a large need for more effective drugs tocontrol and prevent pathologically induced coughing.