Verona Pharma : Pricing of Offering and Approval to List on NASDAQ

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Verona Pharma Announces Pricing of Global Offering

and Approval to List on the NASDAQ Global Market

April 27, 2017, LONDON - Verona Pharma plc (AIM: VRP) ('Verona Pharma'), a clinical-stage biopharmaceutical company focused on developing and commercialising innovative therapeutics for the treatment of respiratory diseases with significant unmet medical needs,announces today the pricing of its global offering of an aggregate of 47,399,001 new ordinary shares, comprising 5,768,000 American Depositary Shares ('ADSs') at a price of $13.50 per ADS and 1,255,001 ordinary shares at a price of £1.32 per ordinary share, for aggregate proceeds of approximately $80.0 million before deducting underwriting discounts and commissions. Each ADS offered represents eight ordinary shares of Verona Pharma. The ADSs are being offered in a registered public offering in the United States and the ordinary shares are being offered in a concurrent private placement in Europe and other countries outside of the United States and Canada (together, the 'Global Offering').

In addition, Verona Pharma has granted the underwriters a 30-day option to purchase up to an additional 865,200 ADSs on the same terms and conditions.

The closings of the ADS offering and the concurrent private placement are conditioned on each other and are expected to occur on May 2, 2017, subject to customary closing conditions.

Verona Pharma's ordinary shares are admitted to trading on the AIM market of the London Stock Exchange under the symbol 'VRP'. The ADSs have been approved for listing on the NASDAQ Global Market and are expected to begin trading under the symbol 'VRNA' on April 27, 2017.

In addition, the Chairman of Verona Pharma's board of directors, Dr David Ebsworth, and an existing shareholder have agreed to subscribe for 254,099 new ordinary shares at a price of £1.32 per ordinary share in a private placement separate from the Global Offering (the 'Shareholder Private Placement') contingent on and concurrent with the Global Offering.

Jefferies and Stifel are acting as joint book-running managers for the Global Offering. Wedbush PacGrow and SunTrust Robinson Humphrey are acting as co-managers.

Application is being made for the new ordinary shares to be issued at the closing of the Global Offering and the Shareholder Private Placement to be admitted to trading on AIM and it is expected that admission will become effective and dealings in the new ordinary shares will commence at 8:00 AM (BST) on May 3, 2017.

A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on April 26, 2017. The Global Offering is being made only by means of a prospectus. When available, copies of the final prospectus relating to and describing the terms of the Global Offering may be obtained from the offices of Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or by telephone at +1 (877) 547-6340, or by e-mail at Prospectus_Department@Jefferies.com; or from Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, California 94104, or by telephone at +1 (415) 364-2720, or by e-mail at syndprospectus@stifel.com.

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. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended (the 'Securities Act'). Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the issuer and its management and financial statements. This press release is being issued pursuant to and in accordance with Rule 135e under the Securities Act.

For readers in the European Economic Area

In any EEA Member State that has implemented the Prospectus Directive (as defined below), this communication is only addressed to and directed at qualified investors in that Member State within the meaning of the Prospectus Directive. The term 'Prospectus Directive' means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in each relevant Member State), together with any relevant implementing measure in the relevant Member State.

For readers in the United Kingdom

There will be no offer of ADSs or ordinary shares to the public in the United Kingdom.

This communication, in so far as it constitutes an invitation or inducement to enter into investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 as amended ('FSMA')) in connection with the securities which are the subject of the offering described in this press release or otherwise, is being directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments who fall within Article 19(5) ('Investment professionals') of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order') or (iii) certain high value persons and entities who fall within Article 49(2)(a) to (d) ('High net worth companies, unincorporated associations etc.') of the Order; or (iv) any other person to whom it may lawfully be communicated (all such persons in (i) to (iv) together being referred to as 'relevant persons'). The ADSs or ordinary shares offered in the Global Offering are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such ADSs or ordinary shares will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This communication does not contain an offer or constitute any part of an offer to the public within the meaning of ss. 85 and 102B of FSMA or otherwise.

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