13th Dec 2005 11:56
Vernalis PLC13 December 2005 Date: 13 December 2005 Vernalis plc Results of EGM and Placing and Open Offer NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO ORFROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN Vernalis plc (LSE: VER, NASDAQ: VNLS) ("Vernalis" or the "Company") announcesthat at the Extraordinary General Meeting held earlier today all of theresolutions set out in the notice of the meeting dated 18 November 2005,including those relating to the Company's acquisition of CitaNeuroPharmaceuticals Inc. (the "Cita Acquisition") (including the VendorPlacing) and the Placing and Open Offer, were duly passed. Vernalis plc further announces that by 11.00 a.m. on 9 December 2005, being thelatest time for receipt of application forms and payment in full under the OpenOffer, valid applications had been received from Qualifying Shareholders inrespect of 35,402,580 New Ordinary Shares, representing 52.3 per cent. of the67,749,457 New Ordinary Shares available under the Open Offer. This includes18,789,605 New Ordinary Shares the subject of irrevocable commitments to acceptthe Open Offer. 32,346,877 New Ordinary Shares not applied for by Qualifying Shareholders underthe Open Offer will be taken up by institutional investors under the Placingpursuant to the Placing and Open Offer Agreement. A further 24,284,984 NewOrdinary Shares have been placed pursuant to the Vendor Placing. These VendorPlacing shares were not subject to the Open Offer. The 94,665,288 New Ordinary Shares to be issued pursuant to the Cita Acquisition(including the Vendor Placing) and Placing and Open Offer will rank pari passuwith the existing Ordinary Shares in all respects. The Cita Acquisition (including the Vendor Placing) and the Placing and OpenOffer remain conditional upon, inter alia, admission of the New Ordinary Sharesto the Official List and to trading on the London Stock Exchange's market forlisted securities. Application has been made to the FSA for the New OrdinaryShares to be admitted to the Official List and to be admitted to trading on theLondon Stock exchange's market for listed securities. It is expected thatAdmission will become effective and dealings in theNew Ordinary Shares will commence on 14 December 2005. Terms defined in the Prospectus have the same meaning in this announcement. Acopy of the Prospectus and the Resolutions passed at the Extraordinary GeneralMeeting have been submitted to the UKLA, and are available for inspection at theUKLA's Document Viewing Facility, which is situated at: Financial ServiceAuthority, 25 The North Colonnade, Canary Wharf, London E14 5HS, Tel no: 0207676 1000. - ends - Enquiries: Vernalis plc Tel: +44 (0)118 977 3133 Simon Sturge, Chief Executive OfficerTony Weir, Chief Financial Officer Piper Jaffray Ltd. Tel: +44 (0)20 7743 8700David WilsonDavid RasoulyJamie Adams Brunswick Tel: +44 (0)20 7404 5959Jon ColesWendel Verbeek The Company received valid proxies in respect of the following number ofOrdinary Shares for each of the resolutions proposed at the EGM: Resolution For Against Abstain 1 149,861,784 23,109 201,313 2 149,860,522 22,533 203,151 3 149,854,559 24,575 207,072 4 102,669,707 24,329 47,392,170 Piper Jaffray Ltd., which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for Vernalis plc inrelation to the Cita Acquisition (including the Vendor Placing) and the Placingand Open Offer and will not be responsible to anyone other than Vernalis plc forproviding the protections afforded to clients of Piper Jaffray Ltd. nor forproviding advice in relation to the Cita Acquisition (including the VendorPlacing) and the Placing and Open Offer or any other transaction or arrangementreferred to herein. This press announcement has been issued by Vernalis plc and is the soleresponsibility of Vernalis plc. Neither the Vendor Placing nor the Placing and Open Offer are being made,directly or indirectly, in or into the United States or Japan and applicationsin or from the United States or Japan will not be capable of acceptance and willbe deemed invalid (subject to certain exceptions). This announcement may not beissued, mailed or otherwise distributed or sent, through CREST or otherwise, in,into or from the United States or Japan. Neither the Vendor Placing nor the Placing and Open Offer are being made,directly or indirectly, in or into Australia or Canada and applications in orfrom Australia or Canada will not be capable of acceptance and will be deemedinvalid (subject to certain exceptions with respect to Australia). Thisannouncement may not be issued, mailed or otherwise distributed or sent, in,into or from Australia or Canada. This announcement does not constitute or form part of any offer or invitation tosell or issue, or any solicitation of any offer to purchase or subscribe for,any securities or any offer or invitation to sell or issue, or any solicitationof any offer to purchase or subscribe for, such securities by any person in anycircumstances in which such offer or solicitation is unlawful. The delivery ofthis announcement shall not, under any circumstances, create any implicationthat there has been no change in the affairs of the Group since the date of thisannouncement or that the information in it is correct as of any subsequent time. Notes to Editors: About Vernalis Vernalis is a specialty pharmaceutical company primarily focused on drugs forthe treatment of neurology and central nervous system disorders. The company hastwo marketed products, frovatriptan and Apokyn(R), and five products in clinicaldevelopment. Vernalis has collaborations with leading, global pharmaceuticalcompanies including Novartis, Biogen Idec and Serono and is establishing a NorthAmerican commercial operation to promote Apokyn(R) and co-promote frovatriptanalongside its North American licensing partner, Endo Pharmaceuticals, propellingthe company towards its goal of becoming a sustainable, self-funding, R&D-driven, specialty pharmaceutical company primarily focused on drugs for thetreatment of neurology and central nervous system disorders. For furtherinformation about Vernalis, please visit www.vernalis.com Safe Harbour statement: this announcement may contain forward-looking statementsthat reflect the Group's current expectations regarding future events, includingthe clinical development and regulatory clearance of the Group's products andincluding that of frovatriptan for menstrually related migraine, the Group'sability to find partners for the development and commercialisation of itsproducts, the benefits of reacquiring the rights to frovatriptan in NorthAmerica and the partnership with Endo Pharmaceuticals Inc. on the Group'sliquidity and results of operations, as well as the Group's future capitalraising activities. Forward-looking statements involve risks and uncertainties.Actual events could differ materially from those projected herein and depend ona number of factors, including the success of the Group's research strategies,the applicability of the discoveries made therein, the successful and timelycompletion of clinical studies, including with respect to frovatriptan and theGroup's other products, the uncertainties related to the regulatory process, theability of the Group to identify and agree beneficial terms with suitablepartners for the commercialisation and/or development of frovatriptan and otherproducts, as well as the achievement of expected synergies from suchtransactions, the acceptance of frovatriptan and other products by consumers andmedical professionals, the successful integration of completed mergers andacquisitions and achievement of expected synergies from such transactions, theability of the Group to identify and consummate suitable strategic and businesscombination transactions. END This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Vernalis PLC