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Results of Placing – EUR 27 million Raised to Invest Further in US Launch and Commercialization Activities

Acacia Pharma Group plc
·8-min read

THIS ANNOUNCEMENT CONTAINS REGULATED INFORMATION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO 596/2014

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT


Acacia Pharma Group plc

Results of Placing – EUR 27 million Raised to Invest Further in US Launch and Commercialization Activities


Cambridge, UK and Indianapolis, US – 19 February 2021, 08:00 CET: 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”).

Capitalized terms not otherwise defined in this announcement have the meanings given to them in the announcement made by the Company at 13:15 CET yesterday afternoon.

Pursuant to the Placing, Placees have agreed to subscribe for 10,000,000 New Ordinary Shares at a price of EUR 2.70 per share (the “Placing Price”), which represents a 6.9 % discount to the last trading share price on 18 February 2021. The Placing will raise gross proceeds of approximately EUR 27,000,000. The New Ordinary Shares issued pursuant to the Placing represent 11.1% of the Company’s issued share capital prior to the Placing.

Trading of Acacia Pharma shares was temporarily suspended as a result of the Bookbuild and shall resume today, as of the start of trading.

Bank Degroof Petercam SA/NV ("Degroof Petercam") is acting as Sole Bookrunner and Listing Agent (the “Sole Bookrunner” or the "Bank") in connection with the Placing.

Following issuance of the New Ordinary Shares, the total number of ordinary shares in issue in the Company will be 99,689,451.

Mike Bolinder, CEO of Acacia Pharma, commented: “We are very pleased with the rapid and successful completion of this Placing, which will provide us with the financial resources to support the continued launch and roll out of BARHEMSYS® and BYFAVO™ in the US. As we reported in yesterday’s announcement, early progress in gaining formulary access for BARHEMSYS® has been very promising, exceeding our expectations, and comparing very favorably with recent comparable US hospital product launches. Gaining formulary acceptance is a crucial step to driving sales longer term, and we are delighted with the very positive early market reception to the US launch of BARHEMSYS®. We would like to thank our existing and new shareholders for their support and look forward to providing a further update on our progress at the time of our full year results in late March.”

Acacia Pharma intends to use the net proceeds of the Placing:

  1. To meet its sales force and marketing costs relating to BARHEMSYS® and BYFAVO™ including brand development and engagement with key opinion leaders, healthcare professionals and medical conference and speaker programs;

  2. To continue implementing post-approval research and development commitments including pediatric studies for BARHEMSYS® and BYFAVO™ and a renal study for BARHEMSYS®;

  3. To satisfy interest and principal payments under existing loan agreements; and

  4. For general corporate purposes relating to ongoing commercial activities.

In connection with the Placing, the Company has agreed 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, senior managers and directors of the Company as well as Cosmo Technologies Limited ("Cosmo"), a substantial shareholder in the Company, 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.

Application has been made to Euronext Brussels for admission of the New Ordinary Shares issued pursuant to the Placing to trading on the regulated market of Euronext Brussels (“Admission”). It is expected that Admission will take place on or around 08:00 CET on 23 February 2021 (or such later time or date as the Bank 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 Bank not being terminated in accordance with its terms.

The payment and delivery of the New Ordinary Shares is expected to take place on 23 February 2021.
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 plc
Mike Bolinder, CEO
Gary Gemignani, CFO
+44 1223 919760 / +1 317 505 1280
IR@acaciapharma.com

International Media
Mark Swallow, Frazer Hall, David Dible
Citigate Dewe Rogerson
+44 20 7638 9571
acaciapharma@citigatedewerogerson.com

US Investors
LifeSci Advisors
Irina Koffler
+1 917-734-7387
ikoffler@lifesciadvisors.com

Media in Belgium and the Netherlands
Chris Van Raemdonck
+32 499 58 55 31
chrisvanraemdonck@telenet.be

Acacia Pharma Group plc
The Officers’ Mess, Royston Road, Duxford, Cambridge, CB22 4QH, United Kingdom
Company number 9759376

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) is marketed in the US for the management of postoperative nausea & vomiting (PONV).

BYFAVO™ (remimazolam) for injection, a very rapid onset/offset IV benzodiazepine sedative is approved and launched in the US for use during invasive medical procedures in adults lasting 30 minutes or less, such as colonoscopy and bronchoscopy. BYFAVO is in-licensed from Paion UK Limited for the US market.

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 has its US headquarters in Indianapolis, IN and its R&D operations are centered in Cambridge, UK. The Company is listed on the Euronext Brussels exchange under the ISIN code GB00BYWF9Y76 and ticker symbol ACPH.

www.acaciapharma.com

Important Information

These materials are not for release, publication or distribution, directly or indirectly, in whole or in part, into or within the United States (including its territories and possessions, any State of the United States and the District of Columbia). These materials are for informational purposes only and do not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States. The securities referred to herein may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of securities in the United States.

This press release (and the information contained herein) is not for release, publication or distribution, directly or indirectly, in whole or in part, into or within Australia, Canada, Japan or South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

The offer set out in this press release is only addressed to and is only directed at persons in member states of the European Economic Area (the "EEA") who are "qualified investors" within the meaning of Article 2 (e) of Regulation (EU) 2017/1129. In the United Kingdom, this press release is addressed solely to, and is directed solely at, persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) are persons falling within Article 49(2)(a) to (e) of the Order and other persons to whom it may lawfully be communicated (all such persons together being referred to as "relevant persons"). These materials are addressed only to, and directed only at, relevant persons and qualified investors and must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons or (ii) in any member state of the EEA, by persons who are not qualified investors. Any investment or investment activity to which these materials relate is available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire any securities referred to herein will be engaged in only with, in the United Kingdom, relevant persons, and in any member state of the EEA, qualified investors.

This press release does not constitute, or form part of, any offer or any solicitation of an offer to subscribe for any shares or other securities.