UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-A
 
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Verona Pharma plc
(Exact name of registrant as specified in its charter)

United Kingdom	 	Not Applicable	
(State or other jurisdiction of	 	(I.R.S. Employer	
Incorporation or organization)	 	Identification No.)	
 
3 More London Riverside	 	 	
London SE1 2RE UK	 	Not Applicable	
(Address of principal executive offices)	 	(Zip Code)	
 
Securities to be registered pursuant to Section 12(b) of the Act:
 
Title of each class
to be so registered	 	Name of each exchange on which
each class is to be registered	
American Depositary Shares, each
Representing eight ordinary shares, nominal value £0.05 per share	 	The NASDAQ Stock Market LLC	
 	 	 	
Ordinary shares, nominal value £0.05 per share*	 	The NASDAQ Stock Market LLC*	

 
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.   x
 
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  o
 
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. o
 
Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-217124
 
Securities to be registered pursuant to Section 12(g) of the Act: None.

*   Not for trading, but only in connection with the listing of the American Depositary Shares on The NASDAQ Stock Market LLC.  The American Depositary Shares represent the right to receive ordinary shares and are being registered under the Securities Act of 1933, as amended, pursuant to a separate Registration Statement on Form F-6.  Accordingly, the American Depositary Shares are exempt from the operation of Section 12(a) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12a-8.

 

 
Item 1.         Description of Registrant’s Securities to be Registered.
 
Verona Pharma plc (the “Company”) hereby incorporates by reference (a) the description of its ordinary shares, nominal value £0.05 per share, contained under the heading “ Description of Share Capital and Articles of Association, ” (b) the description of its American Depositary Shares, each representing eight ordinary shares, nominal value £0.05 per share, contained under the heading “ Description of American Depositary Shares ” and (c) the information set forth under the heading “ Material Tax Considerations, ” in each case, in the Company’s Registration Statement on Form F-1 (333-217124), as originally filed with the Securities and Exchange Commission on April 3, 2017, as amended from time to time (the “ Registration Statement ”).  In addition, all of the above-referenced descriptions included in any prospectus forming a part of the Registration Statement subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, shall be deemed to be incorporated by reference herein.
 
Item 2.         Exhibits.
 
Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on The NASDAQ Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
 
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SIGNATURE
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
 
Date: April 19, 2017	VERONA PHARMA PLC	

 	By:	/s/ Jan-Anders Karlsson	
 	 	Name: Jan-Anders Karlsson, Ph.D.	
 	 	Title: Chief Executive Officer	
 
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