Press release Biocartis Group NV: DISCLOSURE OF OUTSTANDING VOTING SECURITIES
06 September 2022 - 5:40PM
Press release Biocartis Group NV: DISCLOSURE OF OUTSTANDING VOTING
SECURITIES
PRESS RELEASE: REGULATED INFORMATION
6 September 2022, 17:40 CEST
DISCLOSURE OF OUTSTANDING VOTING
SECURITIES
Mechelen, Belgium, 6 September
2022 – Biocartis Group NV (the 'Company' or 'Biocartis'),
an innovative molecular diagnostics company (Euronext Brussels:
BCART), announces that 810,734 new shares were issued on 6
September 2022 to certain funds and accounts managed or advised by
Highbridge Capital Management LLC, and certain funds managed or
advised by Whitebox Advisors LLC (collectively, the 'Lenders') to
settle the fee payable by the Company for certain backstop
commitments provided by the Lenders in connection with the
recapitalisation transactions which were announced by the Company
on 1 September 2022 (the 'Recapitalisation').
In view hereof, and in accordance with article
15 of the Belgian Act of 2 May 2007 on the disclosure of major
shareholdings in issuers of which shares are admitted to trading on
a regulated market and laying down miscellaneous provisions (the
'Belgian Act'), the outstanding share capital and outstanding
voting securities of the Company can be summarized as follows:
- Total
outstanding share capital: EUR 583,563.97;
- Total
outstanding voting securities: 58,356,397;
- Total
outstanding voting rights: 58,356,397;
- Shares that can
still be issued: 13,874,097 shares (each share entailing one voting
right), of which:
- 150,896 shares
can be issued upon the exercise of 150,896 outstanding share
options (each share option having the form of a subscription right)
that are still outstanding under the '2013 Plan' for employees,
consultants and management members of the Company, entitling the
holders thereof to acquire one new share per option;
- 140,064 shares
can be issued upon the exercise of 140,064 outstanding share
options (each share option having the form of a subscription right)
that are still outstanding under the '2015 Plan' for employees,
consultants, management members and directors of the Company,
entitling the holders thereof to acquire one new share per
option;
- 1,151,898 shares
can be issued upon the exercise of 1,151,898 outstanding share
options (each share option having the form of a subscription right)
that are still outstanding under the '2017 Plan' for the CEO of the
Company, entitling the holder thereof to acquire one new share per
option;
- 471,836 shares
can be issued upon the exercise of 471,836 outstanding share
options (each share option having the form of a subscription right)
that are still outstanding under the '2018 Plan' for (mainly)
certain selected employees of the Company and its subsidiaries, as
well as for consultants of the Company and its subsidiaries,
independent directors of the Company and directors of the Company's
subsidiaries, entitling the holders thereof to acquire one new
share per option;
- 627,225 shares
can be issued upon the exercise of 627,225 outstanding share
options (each share option having the form of a subscription right)
that are still outstanding under the '2020 Plan' for members of the
personnel of the Company and/or its subsidiaries, entitling the
holders thereof to acquire one new share per option;
- 860,000 shares
can be issued upon the exercise of 860,000 outstanding share
options (each share option having the form of a subscription right)
that are still outstanding under the '2020B Plan' for members of
the executive management of the Company, entitling the holders
thereof to acquire one new share per option; and
- 10,472,178
shares can be issued upon the conversion of all 1,350 outstanding
4.00 per cent senior unsecured convertible bonds due 2024 (the
'Existing Convertible Bonds') at their current conversion price of
EUR 12.8913 per share.
As part of the Recapitalisation, the Company
intends to (a) propose certain amendments to the current terms and
conditions of the Existing Convertible Bonds, (b) issue new
convertible bonds (including new convertible bonds in exchange of
Existing Convertible Bonds), (c) obtain a new convertible term
loan, and (d) proceed with a capital increase. If completed, these
transactions will give rise to the issuance of new shares of the
Company. Further reference is made to the press release issued by
the Company on 1 September 2022 entitled 'Biocartis Announces Entry
into Comprehensive Recapitalization Arrangements to Strengthen Cash
Position and Support Growth'.
Pursuant to the Belgian Act and the articles of
association of the Company, a notification to the Company and the
Belgian Financial Services and Markets Authority (FSMA) is required
by all natural and legal persons in each case where the percentage
of voting rights attached to the securities held by such persons in
the Company reaches, exceeds or falls below the threshold of 3%,
5%, 10%, and every subsequent multiple of 5%, of the total number
of voting rights in the Company.
--- END ---
More information: Renate DegraveHead of
Corporate Communications & Investor Relations
Biocartise-mail rdegrave@biocartis.comtel
+32 15 631 729
mobile +32 471 53 60 64
About Biocartis
Biocartis (Euronext Brussels: BCART) is an
innovative molecular diagnostics (MDx) company providing next
generation diagnostic solutions aimed at improving clinical
practice for the benefit of patients, clinicians, payers and
industry. Biocartis' proprietary MDx Idylla™ platform is a fully
automated sample-to-result, real-time PCR (Polymerase Chain
Reaction) system that offers accurate, highly reliable molecular
information from virtually any biological sample in virtually any
setting. Biocartis is developing and marketing a continuously
expanding test menu addressing key unmet clinical needs, with a
focus in oncology, which represents the fastest growing segment of
the MDx market worldwide. Today, Biocartis offers tests supporting
melanoma, colorectal and lung cancer, as well as for COVID-19, Flu,
RSV and sepsis. More information: www.biocartis.com. Follow us
on Twitter: @Biocartis_.
Biocartis and Idylla™ are registered trademarks
in Europe, the United States and other countries. The Biocartis and
Idylla™ trademark and logo are used trademarks owned by Biocartis.
Please refer to the product labeling for applicable intended uses
for each individual Biocartis product.
This press release is not for distribution,
directly or indirectly, in any jurisdiction where to do so would be
unlawful. Any persons reading this press release should inform
themselves of and observe any such restrictions. Biocartis takes no
responsibility for any violation of any such restrictions by any
person. This press release does not constitute an offer or
invitation for the sale or purchase of securities in any
jurisdiction. No securities of Biocartis may be offered or sold in
the United States of America absent registration with the United
States Securities and Exchange Commission or an exemption from
registration under the U.S. Securities Act of 1933, as amended.
Forward-looking statements
Certain statements, beliefs and opinions in this
press release are forward-looking, which reflect the Company's or,
as appropriate, the Company directors' or managements' current
expectations and projections concerning future events such as the
Company's results of operations, financial condition, liquidity,
performance, prospects, growth, strategies and the industry in
which the Company operates. By their nature, forward-looking
statements involve a number of risks, uncertainties, assumptions
and other factors that could cause actual results or events to
differ materially from those expressed or implied by the
forward-looking statements. These risks, uncertainties, assumptions
and factors could adversely affect the outcome and financial
effects of the plans and events described herein. A multitude of
factors including, but not limited to, changes in demand,
competition and technology, can cause actual events, performance or
results to differ significantly from any anticipated development.
Forward-looking statements contained in this press release
regarding past trends or activities are not guarantees of future
performance and should not be taken as a representation that such
trends or activities will continue in the future. In addition, even
if actual results or developments are consistent with the
forward-looking statements contained in this press release, those
results or developments may not be indicative of results or
developments in future periods. No representations and warranties
are made as to the accuracy or fairness of such forward-looking
statements. As a result, the Company expressly disclaims any
obligation or undertaking to release any updates or revisions to
any forward-looking statements in this press release as a result of
any change in expectations or any change in events, conditions,
assumptions or circumstances on which these forward-looking
statements are based, except if specifically required to do so by
law or regulation. Neither the Company nor its advisers or
representatives nor any of its subsidiary undertakings or any such
person's officers or employees guarantees that the assumptions
underlying such forward-looking statements are free from errors nor
does either accept any responsibility for the future accuracy of
the forward-looking statements contained in this press release or
the actual occurrence of the forecasted developments. You should
not place undue reliance on forward-looking statements, which speak
only as of the date of this press release.
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