Publication of Prospectus

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

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the UK Financial Conduct Authority and not a prospectus. This announcement does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or solicitation of any offer to subscribe for or to acquire, any ordinary shares in Acacia Pharma Group plc (the "Company") in any jurisdiction, including in or into the United States, Australia, Canada, Japan or South Africa. 

Acacia Pharma Group plc: Publication of Prospectus

Cambridge, UK and Indianapolis, US – 24 March 2020 Acacia Pharma Group plc (“Acacia Pharma”, the “Company”) (EURONEXT: ACPH) is pleased to announce that a prospectus relating to potential future issues of new ordinary shares in the capital of the Company (the "New Ordinary Shares") to Cosmo Pharmaceuticals N.V. ("Cosmo") has today been approved by the Financial Conduct Authority and published by the Company.

As announced on 10 January 2020, the Company has entered into a strategic in-licencing transaction with Cosmo in respect of BYFAVO (remimazolam). Under the terms of the Sub-Licence Agreement, Cosmo will be eligible for certain milestone payments which will become payable on each of the BYFAVO Approval and the BYFAVO First Commercial Sale.

Conditional on the BYFAVO Approval (which is currently expected to be on 5 July 2020), the Company has agreed to satisfy the milestone payment of €15 million through the issue of such number of New Ordinary Shares issued at a price per share of the volume weighted average price of the 15 trading days prior to receipt of the BYFAVO Approval as is equal to €15 million. Conditional on the BYFAVO First Commercial Sale, the Company has further agreed to satisfy the milestone payment of €5 million through the issue of such number of New Ordinary Shares issued at a price per share of the volume weighted average price of the 15 trading days prior to receipt of the BYFAVO First Commercial Sale as is equal to €5 million.