Press release Biocartis Group NV: Biocartis Announces First
Drawdown of New Convertible Term Loans
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.
PRESS RELEASE: REGULATED INFORMATION
20 October 2022, 07:00 CEST
Biocartis Announces
First Drawdown
of New Convertible Term
Loans
Mechelen, Belgium,
20 October
2022 – Biocartis
Group NV (the "Company" or "Biocartis"), an innovative molecular
diagnostics company (Euronext Brussels: BCART), is pleased to
announce the first drawdown under the new senior secured term loan
(“New Convertible Term Loans”) provided by certain existing holders
of its 4.00% convertible bonds originally due in 2024 (the
"Existing Convertible Bonds") as part of the
comprehensive recapitalization arrangements announced on 1
September 2022. Approximately EUR 18 million of the overall EUR 30
million of New Convertible Term Loans has been drawn following the
successful approval of the amendment of the terms and conditions of
the Existing Convertible Bonds announced on 11 October 2022. From
the amount drawn, approximately EUR 14 million was used to
repurchase and cancel more than EUR 16 million of principal amount
of Existing Convertible Bonds from certain holders thereof.
This is another significant milestone for the
Company as the New Convertible Term Loans will eventually provide
Biocartis with approximately EUR 16 million of additional cash
liquidity when fully drawn, and form part of the overall EUR 66
million gross amount of new cash the Company will receive to
support its growth for the foreseeable future.
As a reminder, the drawdown of the remaining
portion of the New Convertible Term Loans is conditional on the
exchange of Existing Convertible Bonds as described in the next
paragraph, certain shareholder approvals, and the Company’s
contemplated rights offering.
As previously announced, holders of the Existing
Convertible Bonds are 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, certain guarantees, and mature in November 2026 (provided
the comprehensive recapitalization is fully completed) with a
higher 4.50% cash coupon. Holders of Existing Convertible Bonds
that do not commit to subscribe for their pro rata portion of
additional New Convertible Bonds will not be permitted to exchange,
and their Existing Convertible Bonds will remain outstanding with
the amended terms. The documentation in relation to the exchange
offer has been uploaded on a dedicated website, and holders of the
Existing Convertible Bonds should urgently contact their brokers or
the Company if they have not already received access to the
relevant documentation. The deadline for the exchange offer
for holders of the Existing Convertible Bonds is 24 October
2022.
To give full effect to certain aspects of the
comprehensive recapitalization 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
With its revolutionary and proprietary Idylla™
platform, Biocartis (Euronext Brussels: BCART) aspires to enable
personalized medicine for patients around the world through
universal access to molecular testing, by making molecular testing
actionable, convenient, fast and suitable for any lab. The Idylla™
platform is a fully automated sample-to-result, real-time PCR
(Polymerase Chain Reaction) based system designed to offer in-house
access to accurate molecular information in a minimum amount of
time for faster, informed treatment decisions. Idylla™’s
continuously expanding menu of molecular diagnostic tests address
key unmet clinical needs, with a focus in oncology. This is the
fastest growing segment of the molecular diagnostics market
worldwide. Today, Biocartis offers tests supporting melanoma,
colorectal, lung [and liver] cancer, as well as for COVID-19, Flu,
RSV and sepsis. For more information, visit www.biocartis.com
or follow Biocartis on Twitter @Biocartis_ , Facebook or
LinkedIn.
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.
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