Publication of Prospectus
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 WILL SHORTLY BE MADE AVAILABLE ON THE COMPANY’S
WEBSITE.
Acacia Pharma Group plc
Publication of Prospectus
Cambridge, UK and Indianapolis, US – 14
August 2020 Acacia Pharma Group plc (“Acacia
Pharma” or the “Company”) (EURONEXT:
ACPH) is pleased to announce that a prospectus of the Company dated
14 August 2020 (the “Prospectus”) relating to the
issue of new ordinary shares in the capital of the Company (the
"New Ordinary Shares") pursuant to a placing
announced yesterday has today been approved by the Financial
Conduct Authority and published by the Company.
In accordance with the requirements of the
Prospectus Regulation Rules, the Prospectus has been produced in
connection with the Company's application for the New Ordinary
Shares to be admitted to trading on the regulated market of
Euronext Brussels.
The Prospectus will shortly be available on the
Company's website at www.acaciapharma.com subject to certain access
restrictions. The Prospectus has also been submitted to the
National Storage Mechanism and will shortly be available at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Capitalised terms used but not otherwise defined in this
announcement shall have the meanings given to them in the
announcement titled “Proposed Capital Raising by way of a Placing
of New Ordinary Shares” made by the Company yesterday.
Contacts
Acacia Pharma Group plcMike
Bolinder, CEOGary Gemignani, CFO+44 1223 919760 / +1 317 505
1280IR@acaciapharma.com
Citigate Dewe Rogerson (Financial
PR) Mark Swallow, Frazer Hall, David Dible+44 20 7638
9571acaciapharma@citigatedewerogerson.com
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 commercialise 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.
Important information
The release or distribution of this announcement
may, in certain jurisdictions, 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.
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 will shortly be available on the Company’s
website at www.acaciapharma.com provided that the Prospectus will
not, subject to certain exceptions, be 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.
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 Prospectus has been approved by the FCA as
the competent authority under Regulation (EU) 2017/1129 (the
"Prospectus Regulation"). The FCA only
approves the Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus
Regulation. Such approval should not be considered as an
endorsement of the Company or of the New Ordinary Shares that are
the subject of the Prospectus. Investors should make their own
assessment as to the suitability of investing in the New Ordinary
Shares. The Belgian Financial Services and Markets Authority
("Belgian FSMA") has been notified of the
passporting of this Prospectus in accordance with Article 25 of the
Prospectus Regulation.
The Prospectus does not constitute an offer to
sell, or the solicitation of an offer to buy or to subscribe for,
New Ordinary Shares to any person in any jurisdiction to whom or in
which jurisdiction such offer or solicitation is unlawful and, in
particular, is not for distribution in Australia, Canada, Japan or
South Africa. The Company does not accept any legal responsibility
for any violation by any person, whether or not a prospective
investor, of any such restrictions. No action has been, or will be,
taken in any jurisdiction that would permit a public offering of
the New Ordinary Shares, or the possession, circulation or
distribution of the Prospectus or any other material relating to
the Company or the New Ordinary Shares, in any jurisdiction where
action for that purpose is required.
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.
The New Ordinary Shares have not been approved
or disapproved by the United States Securities and Exchange
Commission (the "SEC"), any state securities
commission in the United States or any United States regulatory
authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the New Ordinary Shares or
the accuracy or completeness of the Prospectus. Any representation
to the contrary is a criminal offence in the United States or in
any other jurisdiction.The issue of the New Ordinary Shares has not
been, and will not be, qualified for sale or distribution under any
applicable securities laws of Australia, Canada, Japan or South
Africa. Subject to certain exceptions, the New Ordinary Shares may
not be offered, sold or delivered within Australia, Canada, Japan
or South Africa, or to, or for the benefit of, any national,
resident or citizen of Australia, Canada, Japan or South
Africa.
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:
- to any legal entity which is a qualified investor as defined
under the Prospectus Regulation;
- to fewer than 150 natural or legal persons (other than
qualified investors as defined in the Prospectus Regulation);
or
- 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.
Persons who come into possession of the
Prospectus should inform themselves about and observe any
applicable restrictions and legal, exchange control or regulatory
requirements in relation to the distribution of the Prospectus and
the Issues. Any failure to comply with such restrictions or
requirements may constitute a violation of the securities laws of
any such jurisdiction.
Investors should rely only on the information
contained in the Prospectus (and any supplementary prospectus
produced to supplement the information contained in the Prospectus)
when making a decision as to whether to purchase New Ordinary
Shares in order to fully understand the potential risks and rewards
associated with a decision to invest in the New Ordinary
Shares.