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 - SECOND MID-STABILISATION PERIOD ANNOUNCEMENT Cambridge, UK and Indianapolis, USA, 20 March 2018 Acacia Pharma Group plc ("Acacia Pharma", the "Company" or the "Group"; Euronext: ACPH), a hospital pharmaceutical group focused on the development and commercialisation of new nausea & vomiting treatments for surgical and cancer patients, has been informed by Bank Degroof Petercam NV/SA acting as the stabilisation agent in connection with the Company's Initial Global Offering on Euronext Brussels (the "Global Offer"), that it undertook stabilisation activities within the meaning of Article 3.2(d) of the Market Abuse Regulation (EU 596/2014) in relation to the offer of the following securities, as set out below. Issuer Acacia Pharma Group plc Securities Ordinary shares (ISIN GB00BYWF9Y76) Global Offer size 11,111,111 ordinary shares Offer price EUR 3.60 per share Market Euronext Brussels Ticker ACPH (Ordinary shares) Stabilisation Manager Bank Degroof Petercam, Rue Guimard 18, 1040 Brussels Stabilisation transactions Date Aggregate number of securities Number of Price Execution purchased transactions range Venue (EUR) 5/03/2018 699,432 106 3.31 - Euronext 3.60 Brussels 6/03/2018 31,679 6 3.35 - Euronext 3.44 Brussels 7/03/2018 15,950 19 3.45 - Euronext 3.49 Brussels 8/03/2018 20,277 22 3.45 - Euronext 3.60 Brussels 9/03/2018 19,536 10 3.49 - Euronext 3.53 Brussels 12/03/2018 5,692 10 3.56 - Euronext 3.59 Brussels 13/03/2018 17,845 13 3.50 - Euronext 3.60 Brussels 14/03/2018 3,676 5 3.50 - Euronext 3.51 Brussels 15/03/2018 3,000 5 3.50 - Euronext 3.50 Brussels 16/03/2018 2,595 10 3.58 - Euronext 3.60 Brussels 19/03/2018 2,876 8 3.55 - Euronext 3.60 Brussels 20/03/2018 1,528 4 3.56 - Euronext 3.60 Brussels TOTAL TO 824,086 218 3.31 - 20/03/2018 3.60 All data contained in the above table has been provided by Bank Degroof Petercam. For more information about Acacia Pharma and the Global Offer, reference is made to the prospectus dated 6 March 2018. The prospectus is available electronically via the Acacia Pharma website (www.acaciapharma.com). Banks involved in the Global Offer Bank Degroof Petercam NV/SA and RBC Europe Limited acted as Joint Global Coordinators and Joint Bookrunners in connection with the Global Offer. Bank Degroof Petercam NV/SA acts as Stabilisation Manager on behalf of the Joint Global Coordinators. For further details, contact: Acacia Pharma +44 (0)1223 875130 Julian Gilbert, Chief Executive Officer Christine Soden, Chief Financial Officer Citigate Dewe Rogerson +44 (0)20 7638 9571 (PR advisor to Acacia Pharma) firstname.lastname@example.org Mark Swallow/ David Dible/ Shabnam Bashir About Acacia Pharma Acacia Pharma is a hospital pharmaceutical group focused on the development and commercialisation of new nausea & vomiting treatments for surgical and cancer patients. The Group has identified important and commercially attractive unmet needs in nausea & vomiting and has discovered two product candidates based on the same active ingredient, amisulpride, to meet those needs. The Group's lead project, BAREMSIS for post-operative nausea & vomiting (PONV), has generated positive results in Phase 3 clinical studies and an NDA has been accepted for filing by the US FDA for marketing approval. Its sister project, APD403 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 under ISIN code GB00BYWF9Y76 and ticker symbol ACPH. www.acaciapharma.com Important Notice RBC Europe Limited (''RBC") is authorised and regulated by the FCA and UK Prudential Regulation Authority (''PRA'') and Bank Degroof Petercam NV/SA (''Degroof Petercam'', and together with RBC, the "Banks") 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. Each of Degroof Petercam or RBC is acting exclusively for the Company and no one else in connection with the Global Offer and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Global Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the Global Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein. This announcement is 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). This announcement is for informational purposes only and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in Australia, Canada, Japan or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. 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, or in a transaction not subject to, 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. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. This announcement (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, South Africa or the United States or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In member states of the European Economic Area (each, a "Relevant Member State), this announcement and any offer if made subsequently is addressed and directed only at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who 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, as amended (the "Order") or (ii) who fall with Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated, and any investment activity to which it relates will only be engaged in with such persons and it should not be relied on by anyone other than such persons. This announcement is an advertisement and not a prospectus and investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the Prospectus. The Prospectus is available from the Group's registered office at Harston Mill, Harston, Cambridge CB22 7GG, United Kingdom and on the Group's website at www.acaciapharma.com. Any purchase of Shares should be made solely on the basis of the information contained in the Prospectus. Before investing in the shares, persons viewing this announcement should ensure that they fully understand and accept the risks which are set out in the Prospectus. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The information in this announcement is subject to change. Information in this announcement or any of the documents relating to the Global Offer cannot be relied upon as a guide to future performance. The price and value of securities may go up as well as down. Persons needing advice should contact a professional adviser. This announcement includes forward-looking statements, which are based on current expectations and projections about future events. These statements may include, without limitation, any statements preceded by, followed by or including words such as "believe", "expect", "intend", "may", "plan", "will", "should", "could" and other words and terms of similar meaning or the negative thereof. Forward-looking statements may and often do differ materially from actual results. These forward-looking statements are subject to risks, uncertainties and assumptions about the Company and its subsidiaries and investments, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, prospectus, growth or strategies and the industry in which it operates. Save as required by law or applicable regulation, each of the Company and the Banks and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. Forward-looking statements speak only as of the date they are made. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. The value of the Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Global Offer for the person concerned. None of the Banks nor any of their respective affiliates or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the shares or the Global Offer or any other information relating to the Company, it subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Each of the Banks and each of their respective affiliates accordingly disclaim, to the fullest extent permitted by applicable law, all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement or information. No representation or warranty express or implied, is made by any of the Banks or any of their respective affiliates as to the accuracy, completeness, verification or sufficiency of the information set out in this announcement, and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future. ------------------------------------------------------------------------------ This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients. The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Acacia Pharma Group plc via Globenewswire
Acacia Pharma Group plc: Second Mid-Stabilisation Period Announcement
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