Acacia Pharma Group plc
Proposed Capital Raising by way of a Placing of New Ordinary Shares
Cambridge, UK and Indianapolis, US – 13 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, intends to issue new ordinary shares of a nominal value of £0.02 (the "New Ordinary Shares") raising gross proceeds of approximately EUR 25m ($30m), by means of an accelerated bookbuild offering (the "Placing").
The price at which the New Ordinary Shares will be issued (the "Placing Price") and the total number of New Ordinary Shares to be issued in the Placing will be determined by way of an accelerated bookbuild process (the "Bookbuild"). The Company believes that using the flexibility provided by a non-pre-emptive placing is the most appropriate structure for the Company at this time, allowing it to raise capital in a timely and cost-effective manner and to diversify the shareholder base.
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 ("Degroof Petercam") 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.
The Bookbuild will start immediately following this announcement. Pricing and allocation of the New Ordinary Shares in the Placing is expected to take place before beginning of trading on Euronext Brussels at 09:00 CEST on 14 August 2020. The exact timing of closing of the Bookbuild, pricing and allocation is at the discretion of the Company and the Joint Global Coordinators and Joint Bookrunners. The Company will announce the outcome of the Placing after closing of the Bookbuild in a subsequent announcement.
The Company has requested the Belgian Financial Services and Markets Authority ("Belgian FSMA") to suspend trading in Acacia Pharma’s shares on Euronext Brussels during the Bookbuild. Trading in the shares is expected to resume following the publication of the results of the Placing.
The Company has separately announced today its interim results for the six months ended 30 June 2020 (the “Interim Results Announcement”). This announcement should be read in conjunction with the Interim Results Announcement.
The net proceeds of the Placing are intended to be used for:
(i) the recruitment of an initial sales force of approximately 30, with an additional ten support staff;
(ii) payment of marketing costs relating to BARHEMSYS® and BYFAVO™ including brand development and engagement with key opinion leaders, healthcare professionals and medical conference and speaker programmes;
(iii) the implementation of post-approval research and development commitments including paediatric studies for BARHEMSYS® and BYFAVO™ and a renal study for BARHEMSYS®;
(iv) satisfaction of interest and capital payments under existing loan agreements; and
(v) 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, senior managers and directors of the Company as well as Cosmo Technologies Limited, 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.
Your attention is drawn to the detailed terms and conditions of the Placing described in Appendix I to this announcement (which form part of this announcement). The attention of investors is drawn in particular to the "Conditions of the Placing and Termination of the Placing Agreement" section of Appendix I (including the condition that no Material Adverse Change can have occurred immediately prior to the Closing Date and, in respect of termination of the Placing Agreement, the various applicable force majeure events set out therein).
Capitalised terms used but not otherwise defined in the text of this announcement are defined in Appendix II of this announcement.