ACACIA PHARMA GROUP PLC
Change in Directors' and PDMR interests in the shares of Acacia Pharma Group plc
Cambridge, UK and Indianapolis, US –19 July 2019: Acacia Pharma Group plc (“Acacia Pharma”, the "Company”, the “Group”), (EURONEXT: ACPH), a pharmaceutical company developing and commercialising hospital products for US and international markets, announces the following awards under the Company’s share plans;
This notification is made in accordance with the Company's obligations under the Market Abuse Regulation.
The following transactions have taken place in relation to the Executive Directors and PDMR’s under the Company's share plans as well as certain Non-Executive Directors.
The awards reflect the voluntary foregoing of certain contractual rights to salary and other benefits given the need to preserve cash resources within the Group. Furthermore, as noted in the 2018 Annual Report, the annual award of share incentives was delayed pending determination of the status of the BARHEMSYS® NDA, the timing and details of which were set out in a press release dated 8 July 2019.
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||||
| a) | Name | Michael Bolinder | |||
| 2 | Reason for the notification | ||||
| a) | Position/status | Incoming Chief Executive Officer and director/PDMR | |||
| b) | Initial notification/ Amendment | Initial notification | |||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||
| a) | Name | Acacia Pharma Group plc | |||
| b) | LEI | 213800SLDKXWKT6E3381 | |||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of £0.02 each GB00BYWF9Y76 | |||
| b) | Nature of the transaction | Grant of conditional awards under the Company’s Performance Share Plan | |||
| c) | Price(s) and volume(s) | Price | Volume (s) | Total | |
| Note 1 | £0 | 75,000 | £0 | ||
| Note 2 | £0 | 175,000 | £0 | ||
| Note 3 | £0 | 100,000 | £0 | ||
| d) | Aggregated information - Aggregated volume - Price | 350,000 £0 | |||
| e) | Date of the transaction | 18 July 2018 | |||
| f) | Place of the transaction | Outside a trading venue | |||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||||
| a) | Name | Julian Gilbert | |||
| 2 | Reason for the notification | ||||
| a) | Position/status | Outgoing Chief Executive Officer and director/PDMR | |||
| b) | Initial notification/ Amendment | Initial notification | |||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||
| a) | Name | Acacia Pharma Group plc | |||
| b) | LEI | 213800SLDKXWKT6E3381 | |||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of £0.02 each GB00BYWF9Y76 | |||
| b) | Nature of the transaction | Grant of conditional awards under the Company’s Performance Share Plan | |||
| c) | Price(s) and volume(s) | Price | Volume (s) | Total | |
| Note 4 | £0 | 150,000 | £0 | ||
| d) | Aggregated information - Aggregated volume - Price | 150,000 £0 | |||
| e) | Date of the transaction | 18 July 2018 | |||
| f) | Place of the transaction | Outside a trading venue | |||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||||
| a) | Name | Christine Soden | |||
| 2 | Reason for the notification | ||||
| a) | Position/status | Chief Financial Officer and Director/PDMR | |||
| b) | Initial notification/ Amendment | Initial notification | |||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||
| a) | Name | Acacia Pharma Group plc | |||
| b) | LEI | 213800SLDKXWKT6E3381 | |||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of £0.02 each GB00BYWF9Y76 | |||
| b) | Nature of the transaction | Grant of conditional awards under the Company’s Performance Share Plan | |||
| c) | Price(s) and volume(s) | Price | Volume (s) | Total | |
| Note 1 | £0 | 70,000 | £0 | ||
| Note 2 | £0 | 50,000 | £0 | ||
| Note 3 | £0 | 75,000 | £0 | ||
| d) | Aggregated information - Aggregated volume - Price | 195,000 £0 | |||
| e) | Date of the transaction | 18 July 2018 | |||
| f) | Place of the transaction | Outside a trading venue | |||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||||
| a) | Name | Gabriel Fox | |||
| 2 | Reason for the notification | ||||
| a) | Position/status | PDMR | |||
| b) | Initial notification/ Amendment | Initial notification | |||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||
| a) | Name | Acacia Pharma Group plc | |||
| b) | LEI | 213800SLDKXWKT6E3381 | |||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of £0.02 each GB00BYWF9Y76 | |||
| b) | Nature of the transaction | Grant of conditional awards under the Company’s Performance Share Plan | |||
| c) | Price(s) and volume(s) | Price | Volume (s) | Total | |
| Note 1 | £0 | 50,000 | £0 | ||
| Note 2 | £0 | 45,000 | £0 | ||
| Note 3 | £0 | 70,000 | £0 | ||
| d) | Aggregated information - Aggregated volume - Price | 165,000 £0 | |||
| e) | Date of the transaction | 18 July 2018 | |||
| f) | Place of the transaction | Outside a trading venue | |||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||||
| a) | Name | Patrick Vink | |||
| 2 | Reason for the notification | ||||
| a) | Position/status | Director | |||
| b) | Initial notification/ Amendment | Initial notification | |||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||
| a) | Name | Acacia Pharma Group plc | |||
| b) | LEI | 213800SLDKXWKT6E3381 | |||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of £0.02 each GB00BYWF9Y76 | |||
| b) | Nature of the transaction | Grant of conditional awards under the Company’s Performance Share Plan | |||
| c) | Price(s) and volume(s) | Price | Volume (s) | Total | |
| Note 1 | £0 | 16,770 | £0 | ||
| d) | Aggregated information - Aggregated volume - Price | 16,770 £0 | |||
| e) | Date of the transaction | 18 July 2018 | |||
| f) | Place of the transaction | Outside a trading venue | |||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||||
| a) | Name | John Brown | |||
| 2 | Reason for the notification | ||||
| a) | Position/status | Director | |||
| b) | Initial notification/ Amendment | Initial notification | |||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||
| a) | Name | Acacia Pharma Group plc | |||
| b) | LEI | 213800SLDKXWKT6E3381 | |||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of £0.02 each GB00BYWF9Y76 | |||
| b) | Nature of the transaction | Grant of conditional awards under the Company’s Performance Share Plan | |||
| c) | Price(s) and volume(s) | Price | Volume (s) | Total | |
| Note 1 | £0 | 7,290 | £0 | ||
| d) | Aggregated information - Aggregated volume - Price | 7,290 £0 | |||
| e) | Date of the transaction | 18 July 2018 | |||
| f) | Place of the transaction | Outside a trading venue | |||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||||
| a) | Name | Edward Borkowski | |||
| 2 | Reason for the notification | ||||
| a) | Position/status | Director | |||
| b) | Initial notification/ Amendment | Initial notification | |||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||
| a) | Name | Acacia Pharma Group plc | |||
| b) | LEI | 213800SLDKXWKT6E3381 | |||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of £0.02 each GB00BYWF9Y76 | |||
| b) | Nature of the transaction | Grant of conditional awards under the Company’s Performance Share Plan | |||
| c) | Price(s) and volume(s) | Price | Volume (s) | Total | |
| Note 1 | £0 | 6,855 | £0 | ||
| d) | Aggregated information - Aggregated volume - Price | 6,855 £0 | |||
| e) | Date of the transaction | 18 July 2018 | |||
| f) | Place of the transaction | Outside a trading venue | |||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||||
| a) | Name | Scott Byrd | |||
| 2 | Reason for the notification | ||||
| a) | Position/status | Director | |||
| b) | Initial notification/ Amendment | Initial notification | |||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||
| a) | Name | Acacia Pharma Group plc | |||
| b) | LEI | 213800SLDKXWKT6E3381 | |||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of £0.02 each GB00BYWF9Y76 | |||
| b) | Nature of the transaction | Grant of conditional awards under the Company’s Performance Share Plan | |||
| c) | Price(s) and volume(s) | Price | Volume (s) | Total | |
| Note 1 | £0 | 6,125 | £0 | ||
| d) | Aggregated information - Aggregated volume - Price | 6,125 £0 | |||
| e) | Date of the transaction | 18 July 2018 | |||
| f) | Place of the transaction | Outside a trading venue | |||
Note 1.
The vesting of these awards is conditional upon receiving the BARHEMSYS® NDA on or before 30 June 2020. They can be exercised after the earlier of the Company obtaining sufficient finance to recruit a salesforce of at least 30 representatives or 1 year after NDA approval.
Note 2.
These awards vest one third after one year with the remainder 1/24th per month over the following two years from grant provided the recipient remains employed by the Group but cannot be exercised until the third anniversary of grant.
Note 3.
The vesting of these awards is conditional upon meeting certain performance criteria over the 3 years ending 31 December 2021. 1/3rd vest subject to TSR performance from 1 January 2019 to 31 December 2021 (threshold 7.5%pa, maximum award if 25% pa achieved), 1/3rd vest depending on achieving certain cumulative revenues to 31/12/2021 (no award <$50m, maximum award at $80m or greater) and 1/3rd vest based upon achieving certain cumulative funding by 31/12/2021 (no award <$80m, maximum award at $120m or greater)
Note 4.
The vesting of these awards is conditional upon receiving the BARHEMSYS® NDA on or before 31 March 2020. They can be exercised after the earlier of the Company obtaining sufficient finance to recruit a salesforce of at least 30 representatives or 1 year after NDA approval. NB Dr Gilbert’s existing award under the Performance Share Plan over 96,875 shares will lapse at the end of July.
Note 5.
All options are exercisable at £0.02 per share
Contacts
Acacia Pharma Group plc
Christine Soden, CFO
+44 1223 919760
IR@acaciapharma.com
Citigate Dewe Rogerson (Financial PR)
Mark Swallow, Shabnam Bashir, David Dible
+44 20 7638 9571
acaciapharma@citigatedewerogerson.com
About PONV
PONV is a common complication of surgery, occurring in approximately 30% of surgical patients and up to 80% of high-risk patients. It is associated with the use of anaesthetic gases and opioid pain-killers and is particularly common following gynaecological, abdominal, breast, eye and ear operations, especially those lasting an hour or more.
The Company estimates that approximately 65 million surgical procedures are conducted in the US each year that require injectable analgesia and are eligible for antiemetic use to prevent PONV. Based on market research, Acacia Pharma estimates that the total market in the US for prophylactic and rescue treatment comprises an estimated 34 million treatment events annually.
PONV has been ranked as the most undesirable of all surgical complications by patients and contributes significantly to patient anxiety and distress. PONV can delay hospital discharge; result in re-admission after in-patient procedures; and lead to day-case patients being admitted to hospital, all of which can result in significantly increased healthcare costs.
About Acacia Pharma
Acacia Pharma is a hospital pharmaceutical company focused on the development and commercialization 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, BARHEMSYS® for post-operative nausea & vomiting (PONV), has generated positive results in four Phase 3 clinical studies. 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 Indianapolis, IN. The Company is listed on the Euronext Brussels exchange under the under ISIN code GB00BYWF9Y76 and ticker symbol ACPH. www.acaciapharma.com
Forward looking statement
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, 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.