Press release Biocartis Group NV: Biocartis Announces Successful
Amendment of its Existing Convertible Bonds
PRESS RELEASE: INSIDE INFORMATION / REGULATED INFORMATION
11 October 2022, 07:00 CEST
Biocartis Announces
Successful Amendment of its Existing
Convertible Bonds
Mechelen, Belgium,
11 October
2022 – Biocartis
Group NV (the "Company" or "Biocartis"), an innovative molecular
diagnostics company (Euronext Brussels: BCART), is pleased to
announce the successful amendment of its 4.00% convertible bonds
due in 2024 (the "Existing Convertible Bonds") as part of the
comprehensive recapitalization arrangements announced on 1
September 2022.
As per the previous announcement issued on 1
September 2022, holders of the Existing Convertible Bonds were
asked to approve certain amendments to the Existing Convertible
Bonds such as a partial equitization equal to 10% of notional
amounts outstanding, a maturity extension by 3.5 years to November
2027, and remaining coupons to be paid as Payment-In-Kind (via
capitalization of coupons) to preserve cash. These amendments have
been approved by the required majority and the amendments have
become effective.
As previously announced, holders of the Existing
Convertible Bonds are also offered the right to exchange their
Existing Convertible Bonds into new second lien secured convertible
bonds (the “New Convertible Bonds”), subject to their commitment to
participate pro-rata in a fully backstopped EUR 25 million
investment into additional New Convertible Bonds. The New
Convertible Bonds will benefit from asset security, shares security
and certain guarantees, and mature in November 2026 with a higher
4.50% cash coupon. Existing holders that do not provide additional
funding pursuant to the New Convertible Bonds terms will not be
permitted to exchange, and their Existing Convertible Bonds will
remain outstanding with the amended terms. The deadline for the
exchange offer for holders of the Existing Convertible Bonds is 24
October 2022. The documentation in relation to the exchange offer
has been uploaded on a dedicated website, and holders of the
Existing Convertible Bonds should contact their brokers or the
Company if they have not already received access to the relevant
documentation.
To fully effect the comprehensive
recapitalisation transaction, the Company has invited its
shareholders, holders of subscription rights, holders of
convertible bonds, directors and statutory auditor to an
extraordinary shareholders' meeting (EGM) which will be held on
Thursday 27 October 2022 at 2:00 p.m. CEST at the offices of
the Company at Generaal de Wittelaan 11B, 2800 Mechelen,
Belgium. The convening notice and other documents relating to the
EGM can be consulted on the website of the Company.
--- END ---
More information: Renate
DegraveHead of Corporate Communications & Investor Relations
Biocartise-mail rdegrave@biocartis.com tel
+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
statementsCertain 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.
Important information
This announcement is not a prospectus for the
purposes of Regulation 2017/1129, as amended (together with any
applicable implementing measures in any Member State of the
European Economic Area, the “Prospectus Regulation”) or the
Prospectus Regulation as it forms part of UK domestic law by virtue
of the UK European Union (Withdrawal) Act 2018 and as amended by
The Prospectus (Amendment etc.) (EU Exit) Regulations 2019 (each as
amended) (the "UK Prospectus Regulation").
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA,
CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS FOR
GENERAL INFORMATION ONLY AND DOES NOT FORM PART OF ANY OFFER TO
SELL OR PURCHASE, OR THE SOLICITATION OF ANY OFFER TO SELL OR
PURCHASE, ANY NEW BONDS, OUTSTANDING BONDS OR OTHER SECURITIES. THE
DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFER, SALE AND PURCHASE
OF THE NEW BONDS, NEW TERM LOANS OR THE OUTSTANDING BONDS DESCRIBED
IN THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY
LAW. ANY PERSONS READING THIS ANNOUNCEMENT SHOULD INFORM THEMSELVES
OF AND OBSERVE ANY SUCH RESTRICTIONS.
There shall be no offer, solicitation, sale or
purchase or exchange of the Existing Convertible Bonds or the New
Convertible Bonds in any jurisdiction in which such offer,
solicitation, sale, or purchase would be unlawful prior to
registration, exemption from registration or qualification under
the securities laws of any such jurisdiction. The securities
referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended from time to time (the
"U.S. Securities Act") or the securities laws of any state of the
United States, and may not be offered or sold in the United States
unless these securities are registered under the U.S. Securities
Act, or an exemption from the registration requirements of the U.S.
Securities Act is available. Biocartis has not registered, and does
not intend to register, any portion of the offering of the
securities concerned in the United States, and does not intend to
conduct a public offering of securities in the United States. This
communication is only addressed to and directed at persons in
member states of the European Economic Area (each a "Member
States") and in the United Kingdom who are "qualified investors"
within the meaning of Article 2(e) of the Prospectus Regulation and
of the UK Prospectus Regulation, respectively ("Qualified
Investors"). This communication is only being distributed to and is
only directed at (i) persons who are outside the United Kingdom or
(ii) investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order") or (iii) high net worth companies, and other
persons to whom it may lawfully be communicated, falling within
Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). The securities referred
to herein are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such
securities will be engaged in only with, relevant persons. Any
person who is not a relevant person should not act or rely on this
document or any of its contents. This announcement cannot be used
as a basis for any investment agreement or decision. Biocartis is
not liable if the aforementioned restrictions are not complied with
by any person.
Biocartis Group NV (EU:BCART)
Historical Stock Chart
Von Feb 2024 bis Mär 2024
Biocartis Group NV (EU:BCART)
Historical Stock Chart
Von Mär 2023 bis Mär 2024