Proposed Capital Raising by way of a Placing of New Ordinary Shares

13 Aug 2020 15:01 CEST

Company Name

ACACIA PHARMA

ISIN

GB00BYWF9Y76

Market

Euronext

Symbol

ACPH

Proposed Capital Raising by way of a Placing of New Ordinary Shares

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014.

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN AND SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR OTHER MEASURES.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NEITHER THIS ANNOUNCEMENT NOT ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT MUST BE MADE SOLELY ON THE BASIS OF THE INFORMATION THAT IS CONTAINED IN THE PROSPECTUS TO BE PUBLISHED BY THE COMPANY IN DUE COURSE.


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.

Contacts

Acacia Pharma Group plc
Mike Bolinder, CEO
Gary Gemignani, CFO
+44 1223 919760 / +1 317 505 1280
IR@acaciapharma.com

Citigate Dewe Rogerson (Financial PR)
Mark Swallow, Frazer Hall, David Dible
+44 20 7638 9571
acaciapharma@citigatedewerogerson.com

About Acacia Pharma

Acacia Pharma is a hospital pharmaceutical company focused on the development and commercialization of new products aimed at improving the care of patients undergoing significant treatments such as surgery, other invasive procedures, or cancer chemotherapy. The Company has identified important and commercially attractive unmet needs in these areas that its product portfolio aims to address.

Acacia Pharma's first product, BARHEMSYS® (amisulpride injection) for postoperative nausea & vomiting (PONV), has been approved by the US Food and Drug Administration, with US launch planned for 2H 2020.

BYFAVO™ (remimazolam) for injection, a rapid onset/offset IV benzodiazepine sedative is approved in the US for use during invasive medical procedures in adults lasting 30 minutes or less, such as colonoscopy and bronchoscopy. Acacia Pharma’s rights to further develop and commercialise BYFAVO™ are in-licensed from Paion UK Limited for the US market, and US launch is planned for 2H 2020.

APD403 (intravenous and oral amisulpride), a selective dopamine antagonist 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 ISIN code GB00BYWF9Y76 and ticker symbol ACPH.

www.acaciapharma.com

Important Information

The release or distribution of this announcement may, in certain jurisdictions, be subject to restrictions. The recipients of this announcement in jurisdictions where this announcement has been published or distributed shall inform themselves of and follow such restrictions. This announcement does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Acacia Pharma in any jurisdiction, neither from Acacia Pharma nor from someone else.

Any investment decision in connection with the Placing must be made on the basis of the information contained in the prospectus to be published by the Company in connection with the Placing. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change.

The New Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States of America absent registration or an applicable exemption from registration under the Securities Act and applicable state securities law. The securities have not been registered, and there is no intention to register any securities referred to herein in the United States or to make any public offering of securities of the Company in the United States.

This announcement is an advertisement and not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A copy of the prospectus will, following publication, be available from the Company on its website at www.acaciapharma.com provided that the prospectus will not, subject to certain exceptions, be available (whether through the website or otherwise) to shareholders in the United States, Australia, Canada, Japan, and South Africa, or any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under English law.

In relation to each member state of the EEA and the United Kingdom (each a “Relevant State”) no New Ordinary Shares have been offered or will be offered pursuant to the Placing to the public in that Relevant State prior to the publication of a prospectus in relation to the New Ordinary Shares which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that an offer to the public in that Relevant State of any New Ordinary Shares may be made at any time under the following exemptions under the Prospectus Regulation:

  1. to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
     
  2. to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation); or
     
  3. in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of New Ordinary Shares shall require the Company or any Bank to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

Jefferies is authorised and regulated by the FCA in the United Kingdom. Degroof Petercam 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. You should note that, in connection with the Placing, each of the Banks is acting exclusively for the Company and for no one else in connection with the Placing and will not be responsible to anyone (whether or not a recipient of this document) other than the Company for providing the protections afforded to clients of the Banks or for affording advice in relation to the Placing, the contents of this document or any matters referred to herein. The Banks are not responsible for, and have not approved, the contents of or any part of this document and will not be responsible for or approve any eventual final form prospectus that may be approved by the FCA. This does not exclude any responsibilities which the Banks may have under FSMA, or which are imposed by the FCA, the National Bank of Belgium or the Belgian FSMA or the regulatory regimes established thereunder (as applicable).

Apart from the liabilities and responsibilities (if any) which may be imposed on the Banks by either FSMA, the FCA, the National Bank of Belgium or the Belgian FSMA or the regulatory regimes established thereunder, the Banks do not make any representations, express or implied, or accept any responsibility whatsoever for the contents of this document nor for any other statement made or purported to be made by the Banks or on their behalf in connection with the Company and the Placing. The Banks, any of their respective directors, officers, employees, agents, affiliates or advisers accordingly disclaim all and any liability whether arising in tort or contract or otherwise which they might otherwise have in respect of this document or any such statement.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, subject to certain limited exceptions, the Joint Global Coordinators and Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.


Forward looking statements

This announcement may include certain 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, the Company and its affiliates expressly disclaim 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.


APPENDIX I

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING (SUBJECT TO CERTAIN LIMITED EXCEPTIONS). THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE ONLY DIRECTED AT, AND BEING DISTRIBUTED TO, PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE “EEA”), PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION ("QUALIFIED INVESTORS"); (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WHO (I) FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE ORDER, OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2) OF THE ORDER, OR (III) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED AND, IN EACH CASE, WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY THE JOINT BOOKRUNNERS (ALL SUCH PERSONS REFERRED TO IN (A) AND (B) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

SUBJECT TO CERTAIN LIMITED EXCEPTIONS, THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY PERSON WHO HAS RECEIVED OR IS DISTRIBUTING THESE TERMS AND CONDITIONS MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THESE TERMS AND CONDITIONS DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY IN, INTO OR WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.

THE SECURITIES ARE BEING OFFERED AND SOLD: (1)WITHIN THE UNITED STATES IN RELIANCE ON RULE 144A UNDER THE US SECURITIES ACT (“RULE 144A”) ONLY TO PERSONS THAT ARE QUALIFIED INSTITUTIONAL BUYERS (EACH A “QIB”) WITHIN THE MEANING OF RULE 144A ACTING ON THEIR OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QIB; AND (2)OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN US PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT) IN AN OFFSHORE TRANSACTION IN RELIANCE ON REGULATION S.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.

Unless otherwise defined in these terms and conditions, capitalised terms used in these terms and conditions shall have the meaning given to them in this announcement.

If a person indicates to the Joint Bookrunners that it wishes to participate in the Placing by making an oral or written offer to acquire Placing Shares pursuant to the Placing it will be deemed to have read and understood these terms and conditions and the announcement of which it forms part and the Placing Proof in their entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, indemnities, agreements and acknowledgements, contained in these terms and conditions. In particular, each such Placee represents, warrants and acknowledges that:

  1. it is a Relevant Person and undertakes that it will acquire, hold, manage and dispose of any of the Placing Shares that are allocated to it for the purposes of its business only;
     
  2. in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing, it is a person who has professional experience in matters relating to investments and who falls within the definition of "investment professionals" in Article 19(5) of the Order or who falls within Article 49(2) of the Order and it is a "Qualified Investor";
     
  3. in the case of a Relevant Person in a member state of the EEA who acquires any Placing Shares pursuant to the Placing, it is a Qualified Investor;
     
  4. it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, agreements and acknowledgements, contained in these terms and conditions;
     
  5. it understands (or, if acting for the account of another person, such person understands) the resale and transfer restrictions set out in this appendix; and
     
  6. it is (and the person it represents (if any) is) and, at the time the Placing Shares are acquired, will be either (1) within the United States and a QIB or (2) outside the United States and acquiring the Placing Shares in an offshore transaction in accordance with Rule 903 and Rule 904 of Regulation S for its own account or purchasing the Placing Shares for an account with respect to which it exercises sole investment discretion.

These terms and conditions do not constitute an offer to sell or issue or the invitation or solicitation of an offer to buy or acquire Placing Shares in the United States or any other jurisdiction where to do so may be unlawful, including, without limitation, Australia, Canada, Japan, and South Africa.

These terms and conditions and the information contained herein are not for release, publication or distribution, directly or indirectly, in whole or in part, to persons in Australia, Canada, Japan, South Africa, the United States or any other jurisdiction where to do so may be unlawful.

In particular, the Placing Shares referred to in these terms and conditions have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and the Placing Shares may not be offered or sold directly or indirectly in, into or within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Placing Shares will only be offered and sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act, and to non-US persons in offshore transactions pursuant to Regulation S under the Securities Act. In connection with the Placing, prospective investors are hereby notified that the Company and the Joint Bookrunners may be relying on the exemption from the provision of Section 5 of the Securities Act provided by Rule 144A. There will be no public offering of the Placing Shares in the United States. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, or state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of these terms and conditions. Any representation to the contrary is a criminal offence in the United States.

The distribution of these terms and conditions and the offer and/or placing of Placing Shares in certain other jurisdictions may be restricted by law. No action has been taken by the Joint Bookrunners or the Company that would permit an offer of the Placing Shares or possession or distribution of these terms and conditions or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required, save as mentioned above. Persons into whose possession these terms and conditions come are required by the Joint Bookrunners and the Company to inform themselves about and to observe any such restrictions.

Each Placee's commitments will be made solely on the basis of the information set out in this announcement and the Placing Proof. Each Placee, by participating in the Placing, agrees that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of any of the Joint Bookrunners or the Company and none of the Joint Bookrunners, the Company, or any person acting on such person's behalf nor any of their respective affiliates has or shall have liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

No undertaking, representation, warranty or any other assurance, express or implied, is made or given by or on behalf of any Joint Bookrunner or any of its affiliates, their respective directors, officers, employees, agents, advisers, or any other person, as to the accuracy, completeness, correctness or fairness of the information or opinions contained in the Placing Proof and the Prospectus (when published), this announcement or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Company or the Placing and no such person shall have any responsibility or liability for any such information or opinions or for any errors or omissions. Accordingly, save to the extent permitted by law, no liability whatsoever is accepted by any Joint Bookrunner or any of their respective directors, officers, employees or affiliates or any other person for any loss howsoever arising, directly or indirectly, from any use of this announcement or such information or opinions contained herein or otherwise arising in connection with the Placing Proof and the Prospectus (when published).

These terms and conditions do not constitute or form part of, and should not be construed as, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Placing Shares or any other securities or an inducement to enter into investment activity, nor shall these terms and conditions (or any part of them), nor the fact of their distribution, form the basis of, or be relied on in connection with, any investment activity. No statement in this announcement is intended to be nor may be construed as a profit forecast and nor should any such statement be interpreted to mean that the Company's profits or earnings per share for any future period will necessarily match or exceed historical published profits or earnings per share of the Company.

Proposed Placing of Placing Shares

Placees are referred to these terms and conditions, this announcement and the Placing Proof containing details of, inter alia, the Placing. These terms and conditions, this announcement and the Placing Proof have been prepared and issued by the Company, and each of these documents is the sole responsibility of the Company and its directors.

Applications will be made to Euronext Brussels for admission of the Placing Shares to trading on on the regulated market of Euronext Brussels.

Placing

The Joint Bookrunners have severally agreed, pursuant to the Placing Agreement, to use reasonable endeavours to place, as agents for the Company, the Placing Shares at the Placing Price with Placees. With effect from the completion of the institutional Bookbuild, to the extent that any Placee fails to subscribe for any or all of the Placing Shares which have been allocated to it or which it has agreed to take up at the Placing Price, the Joint Bookrunners have severally agreed, on the terms and subject to the conditions in the Placing Agreement, to subscribe for the Placing Shares at the Placing Price. In such circumstances, each Joint Bookrunner shall be required to subscribe for such Placing Shares at the Placing Price only in respect of the Placees it has procured.

Subject to the conditions below being satisfied, it is expected that Admission will become effective on 18 August 2020 and that dealings for normal settlement in the Placing Shares will commence at 8.00 a.m. on the same day. The Placing Shares, when issued and fully paid, will be identical to, and rank pari passu with, the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on the Existing Ordinary Shares by reference to a record date on or after Admission.

The Placing is conditional, inter alia, upon:

(i)             Admission becoming effective by not later than 8.00 a.m. on 18 August 2020 (or such later time and/or date as the Company and the Banks may agree); and

(ii)            the Placing Agreement having become unconditional in all respects.

The Prospectus to be issued by the Company in connection with the Placing will be submitted for approval by the FCA under section 87A of the FSMA and, once approved, will be made available to the public in accordance with Rule 3.2 of the Prospectus Regulation Rules made under Part VI of the FSMA. The Belgian FSMA will be notified of the passporting of the Prospectus in accordance with Article 25 of the Prospectus Regulation.

Bookbuild of the Placing

Commencing today, the Joint Bookrunners will be conducting the Bookbuild to determine demand for participation in the Placing. The Joint Bookrunners will seek to procure Placees as agents for the Company as part of this Bookbuild. These terms and conditions give details of the terms and conditions of, and the mechanics of participation in, the Placing.

The Joint Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may agree between them.

Principal terms of the Bookbuild

(a)           By participating in the Placing, Placees will be deemed to have read and understood this announcement, these terms and conditions and the Placing Proof in their entirety and to be participating and making an offer for any Placing Shares on these terms and conditions, and to be providing the representations, warranties, indemnities, agreements, acknowledgements and undertakings, contained in these terms and conditions.

(b)           The Joint Bookrunners are arranging the Placing severally, and not jointly, nor jointly and severally, as agents of the Company.

(c)           Participation in the Placing will only be available to persons who are Relevant Persons and who may lawfully be and are invited to participate by any of the Joint Bookrunners. The Joint Bookrunners and their respective affiliates are entitled to enter bids as principal in the Bookbuild.

(d)           To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at any Joint Bookrunner. Each bid should state the aggregate number of Placing Shares which the Placee wishes to acquire or the total monetary amount which it wishes to commit to acquire Placing Shares at the Placing Price. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraphs (g) and (k) below.

(e)           The Bookbuild is expected to close no later than 11.00 p.m. CEST on 13 August 2020 but may close earlier or later, at the discretion of the Joint Bookrunners and the Company. The timing of the closing of the books and allocations will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild. The Joint Bookrunners may, in agreement with the Company, accept offers to acquire Placing Shares that are received after the Bookbuild has closed.

(f)            An offer to acquire Placing Shares in the Bookbuild will be made on the basis of these terms and conditions (which shall be deemed to be incorporated in such offer) and the Placing Proof and will be legally binding on the Placee by which, or on behalf of which, it is made and will not be capable of variation or revocation.

(g)           Subject to paragraph (e) above, the Joint Bookrunners reserve the right not to accept an offer to acquire Placing Shares, either in whole or in part, on the basis of allocations agreed with the Company and may scale down any offer to acquire Placing Shares for this purpose.

(h)           If successful, each Placee's allocation will be confirmed to it by the Joint Bookrunners following the close of the Bookbuild. Oral or written confirmation (at the Joint Bookrunners' discretion) from the Joint Bookrunners to such Placee confirming its allocation will constitute a legally binding commitment upon such Placee (who at that point will become a Placee), in favour of the Joint Bookrunners and the Company to acquire the number of Placing Shares allocated to it (and in the respective numbers of Placing Shares so allocated) on the terms and conditions set out herein (which shall be deemed to be incorporated in such legally binding commitment). Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Joint Bookrunners, to pay to the Joint Bookrunners (or as the Joint Bookrunners may direct) as agent for the Company in cleared funds an amount equal to the product of the Placing Price and the sum of the number of Placing Shares, which such Placee has agreed to acquire.

(i)             Each Placee's allocation and commitment together with settlement arrangements will be confirmed by an electronic contract note and/or electronic trade confirmation issued to such Placee by one of the Joint Bookrunners in due course.

(j)             The Company will make a further announcement detailing the number of Placing Shares to be issued. It is expected that the Placing Results Announcement will be made as soon as practicable after the close of the Bookbuild.

(k)           Subject to paragraphs (g) and (h) above, the Joint Bookrunners reserve the right not to accept bids or to accept bids, either in whole or in part, on the basis of allocations determined at the Joint Bookrunners' discretion and may scale down any bids as the Joint Bookrunners may determine, subject to agreement with the Company. The acceptance of bids shall be at the Joint Bookrunners' absolute discretion, subject to agreement with the Company.

(l)             Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the time specified and all Placing Shares to be acquired pursuant to the Placing will be required to be made at the later time specified, on the basis explained below under the paragraph entitled "Registration and Settlement".

(m)          No commissions are payable to Placees in respect of the Placing.

(n)           By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee. All obligations under the Placing will be subject to the fulfilment of the conditions referred to below under the paragraph entitled "Conditions of the Placing and Termination of the Placing Agreement".

(o)           To the fullest extent permissible by law, no Joint Bookrunner nor any of its affiliates nor any of its or their respective affiliates' agents, directors, officers or employees, respectively, shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, no Joint Bookrunner nor any of its affiliates nor any of its or their respective affiliates' agents, directors, officers or employees, respectively, shall have any liability (including, to the extent permissible by law, any fiduciary duties) to Placees (or to any person whether acting on behalf of a Placee or otherwise) in respect of the Joint Bookrunners' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.

Conditions of the Placing and Termination of the Placing Agreement

Placees will only be called on to acquire Placing Shares if the obligations of the Banks under the Placing Agreement have become unconditional in all respects and the Banks have not terminated the Placing Agreement prior to Admission. The Banks’ respective obligations under the Placing Agreement are subject to certain conditions, including:

(a)           Admission occurring not later than 8.00 a.m. on 18 August 2020 (or such later time or date as the Banks may agree with the Company);

(b)           the Company having complied with its obligations under the Placing Agreement or under the terms or conditions of the Placing which fall to be performed on or prior to the Closing Date, save where, in the good faith opinion of the Banks, such non-compliance is not material in the context of the Placing, the underwriting of settlement for the Placing Shares or Admission (and provided, if applicable, that any consents required pursuant to the Company’s articles of association or the Companies Act 2006 are obtained from the relevant persons);

(c)           the warranties given by the Company to the Banks as contained in the Placing Agreement being true, accurate and not misleading on and as of (i) the date of the Placing Agreement, (ii) 7.00 a.m. on the Business Day following the date of the Placing Agreement (or such other time as may be agreed by the Company and the Banks), (iii) the date of any supplementary prospectus, the date of the Prospectus, and (iv) the Closing Date, in each case as though they had been given and made on such date by reference to the facts and circumstances then subsisting, and no matter having arisen prior to the time of Admission which might reasonably be expected to give rise to a claim in accordance with the Placing Agreement;

(d)           the Terms of Subscription having been executed by the Company and the Banks;

(e)           the publication by the Company of the Placing Results Announcement as soon as reasonably practicable after the execution of the Terms of Subscription and in any event by 7.00 am on the Business Day following the date of the Placing Agreement (or such later time or date as the Company and the Banks may agree);

(f)            the Company allotting and issuing, subject only to Admission, the Placing Shares in accordance with the Placing Agreement;

(g)           the Prospectus being approved pursuant to the Prospectus Regulation Rules by the FCA and passported to the Belgian FSMA;

(h)           the Prospectus being published and made available in the manner specified in the Prospectus Regulation Rules (or in such other manner as the Banks may agree in writing with the Company) by not later than 5.00 p.m. on the Business Day after the date of the Placing Agreement (or such later time and/or date as the Banks may agree in writing with the Company);

(i)             any supplementary prospectus which may be required pursuant to Article 23(1) of the Prospectus Regulation and/or Article 18 of Regulation (EU) 2019/979 or any supplementary prospectus being approved by the FCA and being filed, published and made available prior to Admission; and

(j)             in the good faith opinion of the Banks, immediately prior to the Closing Date there not having been a Material Adverse Change since the date of the Placing Agreement (whether or not foreseeable at the date of the Placing Agreement).

The Placing Agreement can be terminated at any time before Admission by the Banks by giving notice to the Company in certain circumstances, including (but not limited to):

(a)           where the Company fails to comply with any of its obligations under the Placing Agreement which fall to be performed prior to Admission, where such failure is considered (in the good faith opinion of the Banks) to be material in the context of the Placing, the underwriting of the Placing Shares or Admission;

(b)           where there has been a breach by the Company of any warranty in the Placing Agreement or an event occurs or is likely to occur which, if those warranties were repeated immediately after that event, would make any of those warranties untrue or incorrect in any material respect or misleading;

(c)           in the good faith opinion of a Bank, there being or there having been a Material Adverse Change (whether or not foreseeable at the date of the Placing Agreement); or

(d)           in the opinion of the Banks (acting in good faith) there has occurred or it is likely that there will occur (i) any change, or development involving a prospective change, whether or not foreseeable at the date of the Placing Agreement, in financial, political (including an outbreak or escalation of hostilities or act of terrorism, declaration of emergency or martial law), economic or market conditions or currency exchange rates or exchange controls in the United Kingdom, the United States, any member state of the European Economic Area, or elsewhere, or (ii) any change, or development involving a prospective change, in taxation adversely affecting the Company or the Group (taken as a whole), the Placing Shares or the transfer of shares, or (iii) any other outbreak or material escalation of a calamity or crisis (whether or not foreseeable at the date of this Agreement), in each case as would, in the good faith opinion of the Banks make it impracticable or inadvisable to proceed with the Placing; or

(e)           if the Company’s application for the admission of the Placing Shares to trading on the regulated market of Euronext Brussels has been refused by Euronext Brussels and the Belgian FSMA.

If any of the conditions contained in the Placing Agreement (save for certain excluded condition(s) as specified in the Placing Agreement), including those described above, has not been satisfied or (where applicable) waived in writing by the Banks by the relevant time and/or date specified in the Placing Agreement, the Placing Agreement shall cease to have any effect at such time and all obligations under these terms and conditions will automatically terminate.

By participating in the Placing, each Placee agrees that its rights and obligations hereunder are conditional upon the Placing Agreement becoming unconditional in all respects in respect of the Placing (in respect of Placing Shares acquired under the Placing) and that its rights and obligations will terminate only in the circumstances described above and will not be capable of rescission or termination by it after oral or written confirmation by the Joint Bookrunners (at the Joint Bookrunners' discretion) following the close of the Bookbuild.

The Banks may in their discretion in writing waive compliance with the whole or any part of any of the conditions in the Placing Agreement, save that the condition relating to Admission taking place may not be waived. Any such waiver will not affect Placees' commitments as set out in these terms and conditions.

By participating in the Placing each Placee agrees that the exercise by the Company or any Bank of any right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company and each Bank (as the case may be) and that neither the Company nor any Bank need make any reference to such Placee (or to any other person whether acting on behalf of any Placee or otherwise) and that neither the Company nor any Bank shall have any liability to such Placee (or to any other person whether acting on behalf of any Placee or otherwise) whatsoever in connection with any such exercise.

Neither the Company nor any Bank shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision made by the Banks as to whether or not to waive or to extend the time and/or date for the fulfilment of any condition in the Placing Agreement and/or whether or not to exercise any such termination right.

Withdrawal Rights

Placees acknowledge that their acceptance of any of the Placing Shares is by way of a collateral contract and as such Article 23 of the Prospectus Regulation does not entitle Placees to withdraw in the event that the Company publishes a supplementary prospectus in connection with the Placing and/or Admission. If, however, a Placee is entitled to withdraw, by accepting the offer of a placing participation, the Placee agrees to confirm their acceptance of the offer on the same terms immediately after such right of withdrawal arises.

Placing Procedure

Placees shall acquire the Placing Shares to be issued pursuant to the Placing and any allocation of the Placing Shares to be issued pursuant to the Placing will be notified to them on or around 14 August 2020 (or such other time and/or date as the Company and the Joint Bookrunners may agree).

Payment in full for any Placing Shares so allocated in respect of the Placing at the Placing Price must be made by no later than 14 August 2020 (or such other date as shall be notified to each Placee by the relevant Joint Bookrunner) on the closing date for the Placing (or such other time and/or date as the Company and the Joint Bookrunners may agree). The Joint Bookrunners will notify Placees if any of the dates in these terms and conditions should change, including as a result of delay in the posting of the Prospectus, or the production of a supplementary prospectus or otherwise.

Registration and Settlement

Settlement of transactions in the Placing Shares following Admission will take place within the Euroclear Belgium clearance system, subject to certain exceptions. The Joint Bookrunners and the Company reserve the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means that they deem necessary if delivery or settlement is not possible within the Euroclear Belgium clearance system within the timetable set out in the Placing Proof and/or Prospectus or would not be consistent with the regulatory requirements in the Placee's jurisdiction. Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the Euroclear Belgium or certificated settlement instructions which they have in place with the relevant Joint Bookrunner.

Settlement for the Placing will be on a T+2 and delivery versus payment basis and settlement is expected to take place on or around 18 August 2020. Each Placee is deemed to agree that if it does not comply with these obligations, the Joint Bookrunners may sell any or all of the Placing Shares allocated to it on its behalf and retain from the proceeds, for its own account and benefit, an amount equal to the aggregate amount owed by the Placee. By communicating a bid for Placing Shares, each Placee confers on the Joint Bookrunners all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Joint Bookrunners lawfully take in pursuance of such sale. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax which may arise upon any transaction in the Placing Shares on such Placee's behalf.

Acceptance

By participating in the Placing, a Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Banks and the Company, the following:

  1. in consideration of its allocation of a placing participation, to acquire at the Placing Price for any Placing Shares comprised in its allocation for which it is required to acquire pursuant to these terms and conditions;
     
  2. it has read and understood this announcement (including these terms and conditions) and the Placing Proof in their entirety and that it has neither received nor relied on any information given or any investigations, representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares, or otherwise, other than the information contained in this announcement (including these terms and conditions) and the Placing Proof and that in accepting the offer of its placing participation it will be relying solely on the information contained in this announcement (including these terms and conditions) and the Placing Proof, receipt of which is hereby acknowledged, and undertakes not to redistribute or duplicate such documents;
     
  3. its oral or written commitment will be made solely on the basis of the information set out in this announcement, the Placing Proof and the information publicly announced by or on behalf of the Company on or prior to the date of this announcement, such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given, or representations or warranties or statements made, by any Bank or the Company nor any of their respective affiliates and no Bank nor the Company will be liable for any Placee's decision to participate in the Placing and/or the Placing based on any other information, representation, warranty or statement;
     
  4. the content of this announcement, these terms and conditions and the Placing Proof are exclusively the responsibility of the Company and agrees that no Bank nor any of its affiliates nor any person acting on behalf of any of such persons will be responsible for or shall have liability for any information, representation or statements contained therein or any information previously published by or on behalf of the Company, and no Bank nor the Company nor any of their respective affiliates or any person acting on behalf of any such person will be responsible or liable for a Placee's decision to accept its placing participation;
     
  5. (i) it has not relied on, and will not rely on, any information relating to the Company contained or which may be contained in any research report or investor presentation prepared or which may be prepared by any Bank or any of its affiliates; (ii) no Bank nor any of its affiliates nor any person acting on behalf of any of such persons has or shall have any responsibility or liability for public information relating to the Company; (iii) no Bank nor any of its affiliates nor any person acting on behalf of any of such persons has or shall have any responsibility or liability for any additional information that has otherwise been made available to it, whether at the date of publication of such information, the date of these terms and conditions or otherwise; and that (iv) no Bank nor any of its affiliates nor any person acting on behalf of any of such persons makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of any such information referred to in (i) to (iii) above, whether at the date of publication of such information, the date of this announcement or otherwise;
     
  6. it has made its own assessment of the Company and has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing, and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its decision to participate in the Placing;
     
  7. it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; (ii) it is and will remain liable to the Company and the Joint Bookrunners for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person); (iii) if it is in the United Kingdom, it is a person who has professional experience in matters relating to investments and who falls within the definition of "investment professionals" in Article 19(5) of the Order or who falls within Article 49(2) of the Order and it is a "qualified investor" within the meaning of Article 2(e) of the Prospectus Regulation; (iv) if it is in a member state of the EEA, it is Qualified Investor; and (v) if it is a financial intermediary, as that term is used in Article 2(d) of the Prospectus Regulation, the Placing Shares acquired by it in the Placing are not being acquired on a non-discretionary basis for, or on behalf of, nor will they be acquired with a view to their offer or resale to persons in a member state of the EEA or to which the Prospectus Regulation otherwise applies in circumstances which may give rise to an offer of shares to the public, other than their offer or resale to qualified investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale;
     
  8. it is (and the person it represents (if any) is) and, at the time the Placing Shares are acquired, will be either (1) within the United States and a QIB or (2) outside the United States and acquiring the Placing Shares in an offshore transaction in accordance with Rule 903 and Rule 904 of Regulation S for its own account or purchasing the Placing Shares for an account with respect to which it exercises sole investment discretion;
     
  9. if it has received any "inside information" (as defined in the Market Abuse Regulation No. 596/2014) about the Company in advance of the Placing, it has not (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to the information being made generally available;
     
  10. it has complied with its obligations in connection with money laundering and terrorist financing under the Regulations and, if it is making payment on behalf of a third party, it has obtained and recorded satisfactory evidence to verify the identity of the third party as may be required by the Regulations;
     
  11. it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
     
  12. it is not acting in concert (within the meaning given in the City Code on Takeovers and Mergers) with any other Placee or any other person in relation to the Company;
     
  13. it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom;
     
  14. it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in these terms and conditions);
     
  15. unless otherwise agreed by the Company (after agreement with the Joint Bookrunners) and subject to paragraph 8 above, it is not, and at the time the Placing Shares are acquired will not be, subscribing for and on behalf of a resident of Australia, Canada, Japan, South Africa, the United States or any other jurisdiction where to do so may be unlawful and further acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of any Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions;
     
  16. none of the Placing Shares have been or will be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or otherwise transferred by the Placee except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of Section 5 of the Securities Act;
     
  17. it understands that the Placing Shares  are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and, to the extent they are in certificated form, for so long as such Placing Shares are “restricted securities” they will bear a restrictive legend as set forth in the Placing Proof and the Prospectus (when published), unless otherwise determined by the Company in accordance with applicable law;
     
  18. it does not expect the Banks to have any duties or responsibilities towards it for providing protections afforded to clients under the Rules or advising it with regard to the Placing Shares and that it is not, and will not be, a client of any of the Banks as defined by the Rules. Likewise, any payment by it will not be treated as client money governed by the Rules;
     
  19. any exercise by a Bank of any right to terminate the Placing Agreement or of other rights or discretions under the Placing Agreement or the Placing shall be within that Bank's absolute discretion and no Bank shall have any liability to it whatsoever in relation to any decision to exercise or not to exercise any such right or the timing thereof;
     
  20. neither it, nor the person specified by it for registration as a holder of Placing Shares is, or is acting as nominee(s) or agent(s) for, and the Placing Shares will not be allotted to, a person/person(s) whose business either is or includes issuing depository receipts or the provision of clearance services and therefore the issue to the Placee, or the person specified by the Placee for registration as holder, of the Placing Shares will not give rise to a liability under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services) and the Placing Shares are not being acquired in connection with arrangements to issue depository receipts or to issue or transfer Placing Shares into a clearance system;
     
  21. it has the funds available to pay for, and will make payment to the Joint Bookrunners (as the Joint Bookrunners may direct) for, the Placing Shares allocated to it in accordance with the terms and conditions of this announcement on the due times and dates set out in this announcement, failing which the relevant Placing Shares may be sold to or placed with other persons on such terms as the Joint Bookrunners determine in their absolute discretion without liability to the Placee and on the basis that such Placee will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;
     
  22. the person who it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be, and acknowledges that the Banks and the Company will not be responsible for any liability to pay stamp duty or stamp duty reserve tax (together with interest and penalties) resulting from a failure to observe this requirement; and each Placee and any person acting on behalf of such Placee agrees to participate in the Placing on the basis that the Placing Shares will be allotted to a Euroclear stock account of Degroof Petercam (CREST participant ID: 56XKJ) who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;
     
  23. where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to acquire Placing Shares for that managed account;
     
  24. if it is a pension fund or investment company, its acquisition of any Placing Shares is in full compliance with applicable laws and regulations;
     
  25. it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;
     
  26. it has not offered or sold and will not offer or sell any Placing Shares to persons in any member state of the EEA prior to Admission except to persons whose ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation;
     
  27. participation in the Placing is on the basis that, for the purposes of the Placing, it is not and will not be a client of any Bank and that no Bank has any duties or responsibilities to it for providing the protections afforded to such Bank's clients nor for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or the contents of these terms and conditions;
     
  28. to provide the Banks with such relevant documents as they may reasonably request to comply with requests or requirements that either they or the Company may receive from relevant regulators in relation to the Placing, subject to its legal, regulatory and compliance requirements and restrictions;
     
  29. any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on its behalf and on behalf of any Placee on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Banks in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
     
  30. to fully and effectively indemnify and hold harmless the Company and the Banks and each of their respective Indemnified Persons from and against any and all losses, claims, damages, liabilities and expenses (including legal fees and expenses) (i) arising from any breach by such Placee of any of the provisions of these terms and conditions and (ii) incurred by any Indemnified Person arising from the performance of the Placee's obligations as set out in these terms and conditions;
     
  31. in making any decision to acquire Placing Shares: (i) it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares; (ii) it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with, the Placing; (iii) it has relied on its own examination, due diligence and analysis of the Company and its affiliates taken as a whole (including the markets in which the Group operates) and the terms of the Placing (including the merits and risks involved); (iv) it has had sufficient time to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment; and (v) will not look to the Banks, any of their respective affiliates or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;
     
  32. the Banks and the Company and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and undertakings which are irrevocable;
     
  33. to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in the announcement, including this appendix; and
     
  34. its commitment to acquire Placing Shares will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing, and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Bookrunners' conduct of the Placing.

Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the UK relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement assumes that such Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer such Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in such Placing Shares, UK stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor the Banks would be responsible and Placees shall indemnify the Company and the Banks on an after-tax basis for any stamp duty or stamp duty reserve tax payable by them in respect of any such arrangements or dealings. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold each of the Banks and/or the Company and their respective affiliates harmless from any and all interest, fines and/or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes to the extent that such interest, fines and/or penalties arise from the unreasonable default or delay of that Placee or its agent. If this is the case, it would be sensible for Placees to take their own advice and they should notify the relevant Bank accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines and/or penalties relating thereto) payable outside the UK by them or any other person on the acquisition or subsequent transfer by them of any Placing Shares or the agreement by them to acquire or subsequently transfer any Placing Shares.

Selling Restrictions

By participating in the Placing, a Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Banks and the Company, the following:

  1. it is not a person who has a registered address in, or is a resident, citizen or national of, a country or countries, in which it is unlawful to make or accept an offer to acquire Placing Shares;
     
  2. it has fully observed and will fully observe the applicable laws of any relevant territory, including complying with the selling restrictions set out herein and obtaining any requisite governmental or other consents and it has fully observed and will fully observe any other requisite formalities and pay any issue, transfer or other taxes due in such territories;
     
  3. if it is in the United Kingdom, it is a person who has professional experience in matters relating to investments and who falls within the definition of "investment professionals" in Article 19(5) of the Order or who falls within Article 49(2) of the Order and it is a Qualified Investor;
     
  4. if it is in a member state of the EEA, it is a "Qualified Investor;
     
  5. it is a person whose ordinary activities involve it (as principal or agent) in acquiring, holding, managing or disposing of investments for the purpose of its business and it undertakes that it will (as principal or agent) acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
     
  6. if it is within the United States it and the person it represents (if any) is a QIB or, if it is outside the United States it is a non-US person (as defined in Regulation S) and at the time the Placing Shares are purchased, it will be outside the United States, purchasing in an offshore transaction pursuant to Regulation S; and
     
  7. it (on its behalf and on behalf of any Placee on whose behalf it is acting) has (a) fully observed the laws of all relevant jurisdictions which apply to it; (b) obtained all governmental and other consents which may be required; (c) fully observed any other requisite formalities; (d) paid or will pay any issue, transfer or other taxes; (e) not taken any action which will or may result in the Company or the Banks (or any of them) being in breach of a legal or regulatory requirement of any territory in connection with the Placing; (f) obtained all other necessary consents and authorities required to enable it to give its commitment to acquire the relevant Placing Shares; and (g) the power and capacity to, and will, perform its obligations under the terms contained in these terms and conditions.

Miscellaneous

The Company reserves the right to treat as invalid any application or purported application for Placing Shares that appears to the Company or its agents to have been executed, effected or dispatched from the any Restricted Jurisdiction or in a manner that may involve a breach of the laws or regulations of any jurisdiction or if the Company or its agents believe that the same may violate applicable legal or regulatory requirements or if it provides an address for delivery of the share certificates of Placing Shares in, to a CREST member whose registered address would be in any Restricted Jurisdiction or any other jurisdiction outside the United Kingdom in which it would be unlawful to deliver such share certificates or make such a credit.

When a Placee or person acting on behalf of the Placee is dealing with any of the Joint Bookrunners, any money held in an account with any of the Joint Bookrunners on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA and/or the Belgian FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the Joint Bookrunners' money in accordance with the client money rules and will be used by each Joint Bookrunner in the course of its own business; and the Placee will rank only as a general creditor of the relevant Joint Bookrunner.

Times

Unless the context otherwise requires, all references to time are to Belgium time. All times and dates in these terms and conditions may be subject to amendment. The Joint Bookrunners will notify Placees and any persons acting on behalf of the Placees of any changes.

ENDS


APPENDIX II
DEFINITIONS

The following definitions apply throughout this announcement unless the context otherwise requires:

Admission means the admission of the Placing Shares to trading on the regulated market of Euronext Brussels;
Banks means Jefferies, Guggenheim Securities and Degroof Petercam;
Belgian FSMA means the Belgian Financial Services and Markets Authority;
Bookbuild means the accelerated bookbuild by which the Placing is being conducted;

 
Business Day means a day (other than a Saturday or Sunday or a public holiday in England or Belgium) on which banks generally are open for business in London and Brussels;

 
Closing Date means the day on which the Placing will be settled;
Company or Acacia means Acacia Pharma Group plc, a company incorporated in England and Wales with registered number 09759376;
CREST means the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in the CREST Regulations);
CREST member means a person who has been admitted by Euroclear as a system-member (as defined in the Uncertificated Securities Regulations);

 
CREST Regulations means the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) as amended from time to time;
Degroof Petercam means Bank Degroof Petercam SA/NV;
EEA means the European Economic Area;
Euroclear means Euroclear UK & Ireland Limited;
Euroclear Belgium means Euroclear Belgium, the Belgian central securities depository, Koning Albert II laan 1, 1210 Brussels, Belgium;
Existing Ordinary Shares means the Ordinary Shares in issue as at the date of this announcement
FCA or Financial Conduct Authority means the UK Financial Conduct Authority;
FCA Handbook means the FCA's Handbook of Rules and Guidance, as amended from time to time;
FSMA means the Financial Services and Markets Act 2000 (as amended);
Group means the Company and its subsidiary undertakings;
Guggenheim Securities means Guggenheim Securities, LLC;
Indemnified Person means, in relation to any person, its affiliates (as defined in Rule 501(b) under the Securities Act) and each person, if any, who controls such person within the meaning of Section 15 of the Securities Act or Section 20 of the US Exchange Act of 1934, as amended, and any such person’s respective affiliates, subsidiaries, branches, associates and holding companies, and in each case their respective directors, employees, officers and agents;
Interim Results Announcement means the announcement published by the Company confirming its interim results for the six months ended 30 June 2020;
Jefferies means Jefferies International Limited;
Joint Bookrunners means Jefferies, Guggenheim Securities and Degroof Petercam;
Joint Global Coordinators means Jefferies and Guggenheim Securities;
Material Adverse Change means any material adverse change in the condition (financial, operational, legal or otherwise), or in the earnings, management, business affairs, solvency, credit rating or prospects of the Company or the Group, whether or not arising in the ordinary course of business and whether or not covered by insurance, or any development as a result of which it is reasonably likely that such a material adverse change will occur;
MiFID II means EU Directive 2014/65/EU on markets in financial instruments, as amended;
MiFID II Product Governance Requirements means MiFID II, Articles 9 and 10 of the Delegated Directive and local implementing measures;
New Ordinary Shares means the Ordinary Shares to be issued by the Company pursuant to the Placing;
the Order means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended;
Ordinary Share means an ordinary share of £0.02 each in the capital of the Company;
Placee means any person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given;
Placing means the conditional placing by the Joint Bookrunners, as agents of and on behalf of the Company, of the Placing Shares on the terms and subject to the conditions contained in the Placing Agreement;
Placing Agreement means the placing agreement dated 13 August 2020 between the Company, Jefferies, Guggenheim Securities and Degroof Petercam;
Placing Price means the price per Ordinary Share at which the Placing Shares are placed;
Placing Proof means for the purposes of the Placing, the draft prospectus dated 13 August 2020 prepared by, and relating to, the Company;
Placing Results Announcement means the announcement published by the Company confirming the results of the Placing immediately following the execution of the Terms of Subscription;
Placing Shares means the New Ordinary Shares which are to be issued pursuant to the Placing;
Prospectus means the prospectus (when published), relating to the Company for the purpose of the Placing and Admission;
Prospectus Regulation means the Prospectus Regulation (EU) 2017/1129;
Prospectus Regulation Rules means the prospectus regulation rules made by the FCA pursuant to Part VI of FSMA (as set out in the FCA Handbook), as amended;
QIB means qualified institutional buyers as defined under Rule 144A of the Securities Act;
Relevant State means each member state of the EEA and the United Kingdom;
Regulations means the Market Abuse Regulation (EU) No.596/2014 and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Money Laundering Sourcebook of the FCA and the Criminal Justice (Money Laundering and Terrorism Financing) Act 2010 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof;
Regulation S means Regulation S promulgated under the Securities Act;
Restricted Jurisdiction means the United States, Australia, Canada, South Africa or Japan;
Rules means the rules of the FCA Handbook;
Securities Act means the US Securities Act of 1933, as amended;
subsidiary has the meaning given to that term in the Companies Act 2006;
subsidiary undertaking has the meaning given to that term in the Companies Act 2006;
Target Market Assessment means the product approval process that the Placing Shares have been subject, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all eligible distribution channels for dissemination of the Placing Shares, each as set out in this announcement, as are permitted by MiFID II;
Terms of Subscription means the terms of subscription in respect of the Placing, setting out the Placing Price, the final number of Placing Shares and the Placing Shares allotted to the Banks’ respective placees;
Uncertificated Securities Regulations means the Uncertified Securities Regulations (2001) S.I. 2001/3755;
uncertificated or in uncertificated form means in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST;
United Kingdom or UK means the United Kingdom of Great Britain and Northern Ireland; and
United States or US means the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof.

Unless otherwise indicated in this announcement, all references to “€” or “EUR” are to the single currency introduced at the start of the third stage of the European Economic and Monetary Union, pursuant to the Treaty Establishing the European Community as amended, all references to “£”, “pence” and “p” are to the lawful currency of the United Kingdom, and all references to “$” are to the lawful currency of the United States of America.

Source

Acacia Pharma Group plc

Provider

Thomson Reuters ONE