Results of Placing
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION
596/2014.
NOT FOR PUBLICATION, DISTRIBUTION OR
RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN AND SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION,
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION
OR OTHER MEASURES.
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 TO BE PUBLISHED BY THE COMPANY IN DUE
COURSE.
Acacia Pharma Group plc
Results of Placing
Cambridge, UK and Indianapolis, US – 14
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 the successful
completion of the placing announced yesterday (the
“Placing”).
Capitalised terms not otherwise defined in this
announcement have the meanings given to them in the announcement
made by the Company at 3 p.m. CEST yesterday afternoon.
Pursuant to the Placing, Placees have agreed to
subscribe for 12,500,000 New Ordinary Shares at a price of EUR 2.00
per share (the “Placing Price”), which represents
a 24.8% discount to the closing share price on 13 August 2020. The
Placing will raise gross proceeds of approximately EUR 25,000,000.
The New Ordinary Shares issued pursuant to the Placing represent
17.2% of the Company’s issued share capital prior to the
Placing.
Jefferies International Limited
(“Jefferies”) and Guggenheim Securities, LLC
(“Guggenheim Securities”) are acting as Joint
Global Coordinators and Joint Bookrunners and Bank Degroof Petercam
SA/NV is acting as Joint Bookrunner and Listing Agent (Jefferies,
Guggenheim Securities and Degroof Petercam, together the
“Joint Bookrunners” or the
“Banks”) in connection with the Placing.
An application has been made to Euronext
Brussels for admission of the New Ordinary Shares to trading on the
regulated market of Euronext Brussels
(“Admission”). It is expected that Admission will
take place on or around 08.00 CEST on 18 August 2020 (or such later
time or date as the Banks may agree with the Company) and that
unconditional dealings in the New Ordinary shares issued pursuant
to the Placing will commence at the same time. The Placing is
conditional upon, inter alia, Admission becoming effective and the
placing agreement between the Company and the Banks not being
terminated in accordance with its terms.
Following Admission, the total number of
ordinary shares in issue in the Company will be 85,279,729.
Mike Bolinder, CEO of Acacia Pharma,
commented: "The Company has made exciting progress during
2020, with the approval of two products that we are preparing to
commercialize in the US. BARHEMSYS® and BYFAVO™ are both targeted
at anesthesiologists and are designed to improve the rate at which
patients recover from surgery or invasive procedures, reduce the
incidence of secondary complications and hospital readmittances and
improve healthcare economics through better patient throughput.
These are important objectives given the many millions of patients
that undergo such procedures in the US and the backlog in hospitals
that has resulted from the coronavirus pandemic. This situation,
which is compounded by a national shortage of existing drugs for
postoperative nausea and vomiting and procedural sedation, presents
a significant market opportunity for Acacia Pharma’s products.
We are delighted with the outcome of this
successful fundraising, which has provided the funds to build and
strengthen our US commercial team and execute the next steps of our
commercialization strategy as we target the launches of both
BARHEMSYS® and BYFAVO™ later in 2020. We thank our current and new
investors for their support and look forward to providing further
updates over the coming months.”
Acacia Pharma intends to use the net proceeds of the Placing
to:
- recruit an initial sales force of approximately 30, with an
additional ten support staff;
- pay marketing costs relating to BARHEMSYS® and BYFAVO™
including brand development and engagement (both virtually and,
where possible, in person) with key opinion leaders, healthcare
professionals, and medical conference and speaker programmes;
- implement post-approval research and development commitments
including paediatric studies for BARHEMSYS® and BYFAVO™ and a renal
study for BARHEMSYS®;
- satisfy interest and capital payments under existing loan
agreements; and
- general corporate purposes relating to ongoing commercial
activities as well as supplementing existing stock of both
BARHEMSYS® and BYFAVO™.
In connection with the Placing, the Company has
agreed, pursuant to a lock-up undertaking, not to issue additional
shares for a period of 90 days following settlement of the Placing.
In addition, in connection with the Placing, directors and senior
managers of the Company and Cosmo Technologies Limited have agreed
not to sell any shares in Acacia Pharma for a period of 90 days
following the settlement of the Placing, subject to customary
exceptions.
The payment and delivery of the New Ordinary
Shares is expected to take place on 18 August 2020 and is
conditional on the UK Financial Conduct Authority approving a
prospectus in accordance with Prospectus Regulation (EU) 2017/1129
(the “Prospectus Regulation”) in relation to the
application for Admission. The New Ordinary Shares to be issued
pursuant to the Placing will have the same rights and benefits as,
and rank pari passu in all respects with, the Existing Ordinary
Shares.
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 9571
acaciapharma@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 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, 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 to be published by the Company in connection with
the Placing. 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 will, following publication, be available
from the Company on its 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.
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 is authorised and regulated by the FCA
in the United Kingdom. Degroof Petercam 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 will not be responsible for or
approve any eventual final form prospectus that may be approved by
the FCA. 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.