Shareholder information

Capital structure

The Company's issued share capital consists of 105,326,638 ordinary shares with a nominal value of 5 pence each ("Ordinary Shares"), each share having equal voting rights. The Company does not hold any Ordinary shares in treasury and therefore the number of Ordinary Shares with voting rights is 105,326,638.

In accordance with AIM Rule 26, in so far as the Company is aware, the percentage of the Company's issued share capital that is not in public hands is 67.5%. The percentage of the Company's issued share capital held by the Directors and management is 0.5%.

A number of European and US healtchare specialist investment firms have invested in the Company. At 31 December 2018, the interests in excess of 3% of the Company’s issued share capital are as set out in the table.

Shareholder % Shareholding
Novo 11.8
Vivo Funds 11.3
OrbiMed 9.5
New Enterprise Associates 9.3
Abingworth 6.9
Venbio Partners 6.7
Andera Partners 5.5
Tekla 4.9
Aisling 3.4
Arthurian 3.2

AIM Rule 26

The information set out on these pages is collated in accordance with AIM Rule 26 and was last updated on 31 December 2018.


Verona Pharma is incorporated in the United Kingdom and has its principal office in central London. The Company's registered number is 5375156 and its registered office is at One Central Square, Cardiff CF10 1FS.

The Company's issued share capital consists of 105,326,638 ordinary shares with a nominal value of 5 pence each ("Ordinary Shares"), each share having equal voting rights.

The Company does not hold any Ordinary shares in treasury and therefore the number of Ordinary Shares with voting rights is 105,326,638.

In accordance with AIM Rule 26, in so far as the Company is aware, the percentage of the Company's issued share capital that is not in public hands is 40%. The percentage of the Company's issued share capital held by the Directors and management is 0.7%. There are no restrictions on the transfer of the Company's securities.

The Company's American Depository Shares (ADSs) are listed on The NASDAQ Global Market under the symbol “VRNA”. Verona Pharma's ordinary shares are listed on AIM, a market of the London Stock Exchange, under the symbol “VRP”.

The Company's annual and half-yearly accounts published since Admission can be found here.

The Company will be subject to the provisions of the City Code on Takeovers and Mergers published by the Takeover Panel, including the rules regarding mandatory takeover bids.

The Company's Articles of Association can be found here. The Company’s 2006 Admission document can be found here. The last published Shareholders' Circular for the Company can be found here. The Company's 2019 AGM Notice can be found here.

 
Further information can be found via the following links:

Shareholder meetings

The Company held its last Annual General Meeting (AGM) of shareholders at 10:00 a.m. on May 7, 2019. The Notice of AGM can be found here

At the AGM, all of the resolutions were duly approved by shareholders by way of a poll. The results of the poll are detailed below.

 

Resolution

Votes for

% of Shares Voted

Votes against

% of Shares voted

Votes withheld

1. Adoption of Accounts

82,304,295

98.05

1,635,140

1.95

0

2. Approval of Remuneration Report

75,858,401

90.38

8,075,434

9.62

5,600

3. Re-election of Ken Cunningham

82,337,591

97.78

1,866,460

2.22

13,920

4. Re-election of Andrew Sinclair

76,972,975

92.51

6,232,860

7.49

13,600

5. Re-election of Martin Edwards

82,287,807

98.05

1,638,028

1.95

13,600

6. Appointment of auditor

83,871,867

99.93

59,568

0.07

8,000

7. Remuneration of auditor 

83,874,731

99.93

59,888

0.07

0

8. Authority to allot shares

75,867,421

90.40

8,053,318

9.60

18,696

9. Disapplication of pre-emption rights

75,867,056

90.40

8,053,483

9.60

18,896

A “Withheld” vote is not a vote in law and is not counted in the calculation of the votes “For” or “Against” a resolution