Publication of the Brussels Stock Exchange Prospectus: ACPH

NOT FOR THE RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY ANY MEDIA OR MEDIA IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION OR TO CONSTITUTE ANY VIOLATION OR VIOLATION OF ANY APPLICABLE LAW. PLEASE SEE IMPORTANT INFORMATION AT THE END OF THIS ANNOUNCEMENT.

This announcement is an advertisement for the purposes of the UK Financial Conduct Authority’s prospectus regulatory rules, not a prospectus. This announcement does not constitute and does not form, and should not be interpreted as an offer to sell or subscribe, or the solicitation of an offer to subscribe or acquire, ordinary shares of Acacia Pharma Group plc (the “Business“) in any jurisdiction, including the United States, Australia, Canada, Japan or South Africa.

Acacia Pharma Group plc: Publication of the Prospectus

Cambridge, United Kingdom and Indianapolis, United States March 24, 2020 Acacia Pharma Group plc (Acacia Pharma, the Company) (EURONEXT: ACPH) is pleased to announce that a prospectus relating to possible future issues of new ordinary shares in the capital of the Company (the “New common shares“) at Cosmo Pharmaceuticals N.V. (“Cosmo“) was approved today by the Financial Conduct Authority and published by the Company.

As announced on January 10, 2020, the Company has entered into a strategic license transaction with Cosmo relating to BYFAVO (remimazolam). Under the terms of the sublicense agreement, Cosmo will be eligible for certain milestone payments which will become payable upon each BYFAVO approval and first BYFAVO commercial sale.

Subject to the approval of BYFAVO (which is currently expected to be July 5, 2020), the Company has agreed to meet the milestone payment of 15 million by the issuance of such a number of new common shares issued at the price by share of the volume weighted average price of the 15 trading days preceding receipt of the BYFAVO approval is equal to 15 million. Subject to BYFAVO’s first commercial sale, the Company further agreed to respect the milestone payment of 5 million by the issue of such a number of new ordinary shares issued at the price per share of the weighted average price depending on the volume of the 15 trading days before receipt of the First BYFAVO Commercial Sale equal to 5 million.

A request will be made for the New Ordinary Shares to be admitted to trading on the regulated market of Euronext Brussels. No request for admission of the New Ordinary Shares has been submitted for trading on another stock exchange, and the Company does not currently intend to make such a request in the future.

It is expected that the Admission of the New Ordinary Shares will become effective and that the unconditional transactions on the New Ordinary Shares will begin on Euronext Brussels within 10 working days of the achievement of the relevant milestones.

In accordance with the requirements of the Prospectus Regulation Rules, the Prospectus has been produced within the framework of the Company’s request for the New Ordinary Shares to be admitted to trading on the regulated market of Euronext Brussels.

The Prospectus will soon 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 soon be available on http://www.morningstar.co.uk/uk/nsm.

Terms used but not otherwise defined in this announcement will have the meaning given to them in the Prospectus.

Important information

The Prospectus has been approved by the FCA as a competent authority under Regulation (EU) 2017/1129 (the “Prospectus RegulationsThe FCA only approves the Prospectus as meeting the standards of completeness, intelligibility and consistency imposed by the Prospectus Regulations. Such approval should not be considered as approval by the Company or the Ordinary Shares which constitute the subject of the Prospectus. Investors must make their own assessment as to the advisability of investing in Ordinary Shares. The Belgian Financial Services and Markets Authority (“Belgian FSMA“) has been informed of the passport of this Prospectus in accordance with article 25 of the Prospectus Regulations.

The Prospectus does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for Ordinary Shares to any person in any jurisdiction in which or in which jurisdiction such an offer or solicitation is illegal and, in particular , is not for distribution in Australia, Canada, Japan or South Africa. The Company accepts no legal responsibility for any violation by a person, potential investor or not, of such restrictions. No action has been or will be taken in any jurisdiction which would allow a public offering of the New Ordinary Shares, or the possession, circulation or distribution of the Prospectus or any other document relating to the Company or the New Ordinary Shares, in any jurisdiction where action to that end is required.

The new common 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 in any state or other jurisdiction in 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 all applicable securities the laws of any state or other jurisdiction in the US There will be no public offering of New Ordinary Shares in the United States.

The new common shares have not been approved or rejected by the United States Securities and Exchange Commission (the “SECOND“), any state securities commission in the United States or any regulatory authority in the United States, and none of the foregoing authorities has transmitted or approved the merits of the offer of new common shares or the the accuracy or completeness of the prospectus, and any representation to the contrary is a criminal offense in the United States or any other jurisdiction.

The issuance of the New Ordinary Shares has not been and will not be qualified for sale or distribution under the 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 in Australia, Canada, Japan or South Africa, or to, or for the benefit of, any national, resident or citizen of Australia , Canada, Japan or the South. Africa.

Persons who come into possession of the Prospectus must inform themselves and comply with all applicable restrictions and legal, exchange control or regulatory requirements relating to the distribution of the Prospectus and Issues. Failure to comply with these restrictions or requirements may constitute a violation of the securities laws of such a jurisdiction.

Investors should only rely on the information contained in the Prospectus (and any additional prospectuses produced to supplement the information contained in the Prospectus) when they decide to buy Ordinary Shares in order to fully understand the risks and potential benefits associated to a decision to invest in Ordinary Shares.

Requests:

Acacia Pharma Group plc
Mike Bolinder, CEO
Gary Gemignani, CFO
Ali Elsley, Secretary General
+44 1223 919760 / +1 317 505 1280 / +44 1223 919765
[email protected]

Citigate Dewe Rogerson (Financial PR)
Mark Swallow, Frazer Hall, David Dible
+44 20 7638 9571
[email protected]