14 August 2020
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN AND SOUTH AFRICA OR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.
Acacia Pharma Group plc
Mike Bolinder, CEO
Gary Gemignani, CFO
+44 1223 919760 / +1 317 505 1280
Citigate Dewe Rogerson (Financial PR)
Mark Swallow, Frazer Hall, David Dible
+44 20 7638 9571
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.
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:
(a) to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation); or
(c) 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.