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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

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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 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 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:

  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.

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.

 

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