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Acacia Pharma Group plc (ACPH)

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Tuesday 18 August, 2020

Acacia Pharma Group plc

Admission to Trading on Euronext Brussels

Admission to Trading on Euronext Brussels

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NEITHER THIS ANNOUNCEMENT NOT ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT MUST BE MADE SOLELY ON THE BASIS OF THE INFORMATION THAT IS CONTAINED IN THE PROSPECTUS THAT IS AVAILABLE ON THE COMPANY’S WEBSITE.

Acacia Pharma Group plc

Admission to Trading on Euronext Brussels

Cambridge, UK and Indianapolis, US – 18 August 2020: Acacia Pharma Group plc (“Acacia Pharma” or the "Company”) (EURONEXT: ACPH), a commercial stage biopharmaceutical company focused on developing and commercializing novel products to improve the care of patients undergoing serious medical treatments such as surgery, invasive procedures, or chemotherapy, announces that, further to the announcements on 13 August 2020 and 14 August 2020 regarding (i) the results of a placing of new ordinary shares in the Company (the "New Ordinary Shares") by means of an accelerated bookbuild offering (the “Placing”) and (ii) the publication of a prospectus in connection with the Placing (the “Prospectus”), 12,500,000 New Ordinary Shares have been admitted to trading on the regulated market of Euronext Brussels.

The New Ordinary Shares rank pari passu in all respects with the Company's existing ordinary shares in issue.

Following issue of the New Ordinary Shares, the Company's total issued share capital consists of 85,279,729 ordinary shares with one voting right per share. The Company does not hold any ordinary shares in treasury. Therefore the total number of voting rights in the Company is 85,279,729.

Contacts

Acacia Pharma Group plc
Mike Bolinder, CEO
Gary Gemignani, CFO
+44 1223 919760 / +1 317 505 1280
[email protected] 

Citigate Dewe Rogerson (Financial PR)
Mark Swallow, Frazer Hall, David Dible
+44 20 7638 9571
[email protected]

About Acacia Pharma

Acacia Pharma is a hospital pharmaceutical company focused on the development and commercialization of new products aimed at improving the care of patients undergoing significant treatments such as surgery, other invasive procedures, or cancer chemotherapy. The Company has identified important and commercially attractive unmet needs in these areas that its product portfolio aims to address.

Acacia Pharma's first product, BARHEMSYS® (amisulpride injection) for postoperative nausea & vomiting (PONV), has been approved by the US Food and Drug Administration, with US launch planned for 2H 2020.

BYFAVO™ (remimazolam) for injection, a rapid onset/offset IV benzodiazepine sedative is approved in the US for use during invasive medical procedures in adults lasting 30 minutes or less, such as colonoscopy and bronchoscopy. Acacia Pharma’s rights to further develop and commercialize BYFAVO™ are in-licensed from Paion UK Limited for the US market, and US launch is planned for 2H 2020.

APD403 (intravenous and oral amisulpride), a selective dopamine antagonist for chemotherapy induced nausea & vomiting (CINV) has successfully completed one proof-of-concept and one Phase 2 dose-ranging study in patients receiving highly emetogenic chemotherapy.

Acacia Pharma is based in Cambridge, UK and its US operations are centred in Indianapolis, IN. The Company is listed on the Euronext Brussels exchange under the ISIN code GB00BYWF9Y76 and ticker symbol ACPH.

www.acaciapharma.com

Important Information

The release or distribution of this announcement may, in certain jurisdictions, may be subject to restrictions. The recipients of this announcement in jurisdictions where this announcement has been published or distributed shall inform themselves of and follow such restrictions. This announcement does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Acacia Pharma in any jurisdiction, neither from Acacia Pharma nor from someone else.

Any investment decision in connection with the Placing must be made on the basis of the information contained in the Prospectus. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change.

The New Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States of America absent registration or an applicable exemption from registration under the Securities Act and applicable state securities law. The securities have not been registered, and there is no intention to register any securities referred to herein in the United States or to make any public offering of securities of the Company in the United States.

This announcement is an advertisement and not a prospectus for the purposes of the Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction. A copy of the prospectus is available on the Company’s website at www.acaciapharma.com provided that the Prospectus is not, subject to certain exceptions, available (whether through the website or otherwise) to shareholders in the United States, Australia, Canada, Japan, and South Africa, or any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under English law.

In relation to each member state of the EEA and the United Kingdom (each a “Relevant State”) no New Ordinary Shares have been offered or will be offered pursuant to the Placing to the public in that Relevant State prior to the publication of a prospectus in relation to the New Ordinary Shares which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that an offer to the public in that Relevant State of any New Ordinary Shares may be made at any time under the following exemptions under the Prospectus Regulation:

  1. to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
     
  2. to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation); or
     
  3. in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of New Ordinary Shares shall require the Company or any Bank to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

Jefferies International Limited is authorised and regulated by the FCA in the United Kingdom. Bank Degroof Petercam SA/NV is authorised by and under the supervision of the National Bank of Belgium and under the supervision on investor and consumer protection of the Belgian FSMA. You should note that, in connection with the Placing, each of the Banks is acting exclusively for the Company and for no one else in connection with the Placing and will not be responsible to anyone (whether or not a recipient of this document) other than the Company for providing the protections afforded to clients of the Banks or for affording advice in relation to the Placing, the contents of this document or any matters referred to herein. The Banks are not responsible for, and have not approved, the contents of or any part of this document and are not responsible for, and have not approved the Prospectus. This does not exclude any responsibilities which the Banks may have under FSMA, or which are imposed by the FCA, the National Bank of Belgium or the Belgian FSMA or the regulatory regimes established thereunder (as applicable).

Apart from the liabilities and responsibilities (if any) which may be imposed on the Banks by either FSMA, the FCA, the National Bank of Belgium or the Belgian FSMA or the regulatory regimes established thereunder, the Banks do not make any representations, express or implied, or accept any responsibility whatsoever for the contents of this document nor for any other statement made or purported to be made by the Banks or on their behalf in connection with the Company and the Placing. The Banks, any of their respective directors, officers, employees, agents, affiliates or advisers accordingly disclaim all and any liability whether arising in tort or contract or otherwise which they might otherwise have in respect of this document or any such statement.


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