Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
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REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2019
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Commission File Number: 001-38067
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Verona Pharma plc
(Translation of registrant's name into English)
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3 More London Riverside
London SE1 2RE UK
+44 203 283 4200
(Address of principal executive office)
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On November 27, 2019, Verona Pharma plc (the "Company") issued a press release reporting the issue of share options to Dr. Jan-Anders Karlsson, Chief Executive of the Company (the Person Discharging Managerial Responsibilities ("PDMR") announcement, the ("PDMR Announcement")).
The PDMR Announcement is furnished herewith as Exhibit 1 to this Report on Form 6-K.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| VERONA PHARMA PLC |
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Date: November 29, 2019 | | | By: | | /s/ Claire Poll |
| | | | | Name: | | Claire Poll |
| | | | | Title: | | Legal Counsel |
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Exhibit
Verona Pharma plc
Grant of Options to PDMR
November 27, 2019, LONDON - Verona Pharma plc (AIM:VRP) (Nasdaq:VRNA) (“Verona Pharma”), a biopharmaceutical company focused on respiratory diseases, announces that, on November 26, 2019, it granted 500,000 options to purchase ordinary shares of £0.05 each (the “Ordinary Shares”) to its CEO, Dr. Jan-Anders Karlsson, under and in accordance with Verona Pharma’s 2017 Incentive Award Plan (which is set out in Verona Pharma’s 2018 annual report and 20-F) (the “Options”).
The Options have an exercise price of £0.445 per Ordinary Share, being the closing mid-market price on November 25, 2019. The Options will vest over two different periods following the grant date: 250,000 of the options will vest in three substantially equal annual instalments and the other half of the Options will vest in four substantially equal annual instalments.
Further information is provided below in accordance with the requirements of the EU Market Abuse Regulation.
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1 | Details of the person discharging managerial responsibilities/person closely associated |
a) | Name | Dr. Jan-Anders Karlsson |
2 | Reason for the notification |
a) | Position/status | Chief Executive Officer |
b) | Initial notification/Amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) | Name | Verona Pharma plc |
b) | LEI | 213800EVI6O6J3TIAL06 |
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4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) | Description of the financial instrument, type of instrument
Identification code | Ordinary Shares of 5 pence each
ISIN Code: GB00BYW2KH80 |
b) | Nature of the transaction | Issue of options over Ordinary Shares |
c) | Price(s) and volume(s) | Price(s)
Exercise Price: £0.445 | Volume(s)
500,000 Options over Ordinary Shares |
d) | Aggregated information - Aggregated volume - Price | N/A |
e) | Date of the transaction | November 26, 2019 |
f) | Place of the transaction | Off market |
For further information, please contact:
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Verona Pharma plc | Tel: +44 (0)20 3283 4200 |
Jan-Anders Karlsson, Chief Executive Officer Victoria Stewart, Director of Communications | info@veronapharma.com |
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N+1 Singer (Nominated Adviser and UK Broker) | Tel: +44 (0)20 3283 4200 |
Aubrey Powell /George Tzimas (Corporate Finance) Mia Gardner (Corporate Broking) | |