NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY ANY MEANS OR MEDIA 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 for the purposes of the Prospectus Regulation Rules of the UK Financial Conduct Authority and not a prospectus. This announcement does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or solicitation of any offer to subscribe for or to acquire, any ordinary shares in Acacia Pharma Group plc (the “Company”) in any jurisdiction, including in or into the United States, Australia, Canada, Japan or South Africa.
Acacia Pharma Group plc: Publication of Prospectus
Cambridge, UK and Indianapolis, US – 24 March 2020 Acacia Pharma Group plc (“Acacia Pharma”, the “Company”) (EURONEXT: ACPH) is pleased to announce that a prospectus relating to potential future issues of new ordinary shares in the capital of the Company (the “New Ordinary Shares”) to Cosmo Pharmaceuticals N.V. (“Cosmo”) has today been approved by the Financial Conduct Authority and published by the Company.
As announced on 10 January 2020, the Company has entered into a strategic in-licencing transaction with Cosmo in respect of BYFAVO™ (remimazolam). Under the terms of the Sub-Licence Agreement, Cosmo will be eligible for certain milestone payments which will become payable on each of the BYFAVO Approval and the BYFAVO First Commercial Sale.
Conditional on the BYFAVO Approval (which is currently expected to be on 5 July 2020), the Company has agreed to satisfy the milestone payment of €15 million through the issue of such number of New Ordinary Shares issued at a price per share of the volume weighted average price of the 15 trading days prior to receipt of the BYFAVO Approval as is equal to €15 million. Conditional on the BYFAVO First Commercial Sale, the Company has further agreed to satisfy the milestone payment of €5 million through the issue of such number of New Ordinary Shares issued at a price per share of the volume weighted average price of the 15 trading days prior to receipt of the BYFAVO First Commercial Sale as is equal to €5 million.
Application will be made for the New Ordinary Shares to be admitted to trading on the regulated market of Euronext Brussels. No application has been made for admission of the New Ordinary Shares to trading on any other stock exchange, and the Company does not currently intend to make any such application in the future.
It is expected that Admission of the New Ordinary Shares will become effective and that unconditional dealings in the New Ordinary Shares will commence on Euronext Brussels within 10 business days of the relevant milestones being achieved.
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. Hard copies will be available during normal business hours at the Company’s registered office. The Prospectus has also been submitted to the National Storage Mechanism and will shortly be available at http://www.morningstar.co.uk/uk/nsm.
Terms used but not otherwise defined in this announcement shall bear the meanings given to them in the Prospectus.
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 Ordinary Shares that are the subject of the Prospectus. Investors should make their own assessment as to the suitability of investing in the 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, 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 US Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States, except in transactions exempt from the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the New Ordinary Shares 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.
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 Ordinary Shares in order to fully understand the potential risks and rewards associated with a decision to invest in the Ordinary Shares.
Acacia Pharma Group plc
Mike Bolinder, CEO
Gary Gemignani, CFO
Ali Elsley, Company Secretary
+44 1223 919760 / +1 317 505 1280 / +44 1223 919765
Citigate Dewe Rogerson (Financial PR)
Mark Swallow, Frazer Hall, David Dible
+44 20 7638 9571