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Acacia Pharma Group

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Acacia Pharma Group This document comprises a prospectus (the “Prospectus”) relating to Acacia Pharma Group plc (the “Company” or “Acacia Pharma”) prepared in accordance with the prospectus regulation rules (the “Prospectus Regulation Rules”) of the UK Financial Conduct Authority (the “FCA”) made pursuant to section 73A of the Financial Services and Markets Act 2000, as amended (“FSMA”). This Prospectus has been approved by the FCA as the competent authority under Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has been filed with and made available to the public in accordance with Rule 3.2 of the Prospectus Regulation Rules. The FCA only approves this 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 quality of the Ordinary Shares that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Ordinary Shares. In addition, this Prospectus has been drawn up as a simplified prospectus in accordance with Article 14 of the Prospectus Regulation. The Belgian Financial Services and Markets Authority (“Belgian FSMA”) was notified of the passporting of this Prospectus in accordance with Article 25 of the Prospectus Regulation. The Company and the Directors, whose names appear on page 39 of this document, accept responsibility for the information contained in this document. To the best of the knowledge of the Company and the Directors, the information contained in this document is in accordance with the facts and this document makes no omission likely to affect its import. The Existing Ordinary Shares are admitted to trading on the regulated market of Euronext Brussels. Applications will be made for the New Ordinary Shares to be admitted to trading on the regulated market of Euronext Brussels (“Admission”). No application has been, or is currently intended to be, made for any of the New Ordinary Shares to be admitted to listing or trading on any other stock exchange. Prospective investors should read the entire Prospectus and, in particular, Part II (Risk Factors) for a discussion of certain factors that should be considered in connection with an investment in the New Ordinary Shares. Prospective investors should be aware that an investment in the Company involves a degree of risk and that, if certain of the risks described in this Prospectus occur, investors may find their investment materially adversely affected. Accordingly, an investment in the New Ordinary Shares is only suitable for investors who are particularly knowledgeable in investment matters and who are able to bear the loss of the whole or part of their investment. Acacia Pharma Group plc (Incorporated under the Companies Act 2006 and registered in England and Wales with registered number 9759376) Issue of 12,500,000 New Ordinary Shares and Admission of the New Ordinary Shares to trading on the regulated market of Euronext Brussels Joint Global Coordinators and Joint Bookrunners Jefferies Guggenheim Securities Joint Bookrunner Degroof Petercam The New Ordinary Shares will, upon their Admission, rank equally in all respects with the Existing Ordinary Shares in issue prior to their Admission, including the right to receive all dividends or other distributions declared, made or paid on such Existing Ordinary Shares after their Admission. The New Ordinary Shares are not being made generally available to the public in conjunction with the Fundraising. A copy of this document is available in English only and will from 14 August 2020 to 13 August 2021 (both days inclusive), be available for inspection at the addresses specified in Section 23 of Part XIV (Additional Information) of this document. The date of this Prospectus is 14 August 2020. NOTICE TO OVERSEAS INVESTORS This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy or to subscribe for, 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 (subject to limited exceptions described herein), Japan or South Africa. Neither the Company nor the Banks 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 this 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 US Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S (as defined below), except in transactions exempt from the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. Accordingly, the New Ordinary Shares are only being offered and sold (i) in the United States to persons reasonably believed to be “Qualified Institutional Buyers” as defined in Rule 144A (“Rule 144A”) under the Securities Act (“QIBs”) pursuant to an exemption from the registration requirements of the Securities Act and (ii) outside the United States in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). There will be no public offer of the New Ordinary Shares 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 this Prospectus. Any representation to the contrary is a criminal offence in the United States. This Prospectus is being furnished by the Company in connection with an offering exempt from the registration requirements of the Securities Act, solely for the purpose of enabling a prospective investor to consider the acquisition of New Ordinary Shares described herein. The information contained in this Prospectus has been provided by the Company and other sources identified herein. This Prospectus is being furnished on a confidential basis only to persons in the United States reasonably believed to be QIBs and to other eligible persons outside of the United States. Any reproduction or distribution of this Prospectus, in whole or in part, in or into the United States and any disclosure of its contents or use of any information herein in the United States for any purpose, other than in considering an investment by the recipient in the New Ordinary Shares offered hereby in accordance with the offer and sale restrictions described herein, is prohibited. IN PARTICULAR, THIS PROSPECTUS MAY NOT BE FORWARDED TO ANY US PERSON OR US ADDRESS. Each prospective investor in the New Ordinary Shares, by accepting delivery of this Prospectus, agrees to the foregoing. The New Ordinary Shares are being offered in the United States to QIBs through the respective United States registered broker-dealer affiliates of the Banks. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SHARES DESCRIBED IN THE PROSPECTUS. The offer, sale and/or 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. Persons who come into possession of this Prospectus should inform themselves about and observe any applicable restrictions and legal, exchange control or regulatory requirements in relation to the distribution of this Prospectus and the Fundraising. 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 this Prospectus (and any supplementary prospectus produced to supplement the information contained in this Prospectus) when making a decision as to whether to purchase New Ordinary Shares. No person has been authorised to give any information or to make any representations other than those contained in this Prospectus in connection with the Fundraising and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of the Company or the Directors or the Banks. Without prejudice to any 2 obligation of the Company to publish a supplementary prospectus pursuant to section 87G(1) of FSMA and Rule 3.4 of the Prospectus Regulation Rules, neither the delivery of this Prospectus nor any issue or sale made under this Prospectus shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Company or of the Company and its subsidiaries taken as a whole since the date of this Prospectus or that the information contained herein is correct as at any time subsequent to the date of this Prospectus. The contents of this Prospectus are not to be construed as legal, financial, business or tax advice.
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