Press release Biocartis Group NV: Invitation to the Extraordinary Shareholders’ Meeting
28 Oktober 2022 - 7:00AM
Press release Biocartis Group NV: Invitation to the Extraordinary
Shareholders’ Meeting
PRESS RELEASE: REGULATED INFORMATION
28 October 2022, 07:00 CEST
Invitation to
the Extraordinary Shareholders’
Meeting
Mechelen, Belgium, 28
October 2022 – As the
attendance quorum for certain items on the agenda of the
extraordinary general shareholders' meeting ("EGM") of 27 October
2022 was not reached, Biocartis Group NV (the "Company" or
"Biocartis"), an innovative molecular diagnostics company (Euronext
Brussels: BCART), has the honor to invite its shareholders, holders
of subscription rights, holders of convertible bonds, directors and
statutory auditor to a second EGM which will be held on Monday 14
November 2022 at 2:00 p.m. CEST at the offices of the Company
at Generaal de Wittelaan 11B, 2800 Mechelen, Belgium. The
legally required attendance quorum to validly deliberate and vote
on items 2 to 6 of the agenda of the extraordinary general
shareholders' meeting, which was held on 27 October 2022, was not
reached. There will be no attendance quorum for this EGM.
At the EGM, shareholders will be requested to
approve various aspects of the comprehensive recapitalization
transaction which was announced by the Company on 1 September 2022.
The Company believes that such transaction is an important
milestone for the Company to secure the financing necessary for its
future growth which benefits all of its stakeholders and therefore
encourages shareholders to grant the necessary consents to
implement it.
All proposed resolutions submitted to the EGM
require an approval by a majority of 75% of the votes validly cast
by the shareholders. In the event that the shareholders do not
approve the proposed resolutions, the recapitalization transaction
will not complete in full, the Company will not be recapitalized,
various fees and expenses will need to be paid by the Company,
certain terms of the proposed new convertible terms loans become
more restrictive, and the Company will need to consider alternative
arrangements, which may not be available on time or at all. The
proposal to approve and ratify certain change of control clauses in
the legal documentation regarding the recapitalisation transactions
was already approved by the EGM held on 27 October 2022.
It is currently envisaged that the Company will
be legally allowed to organize its EGM at its offices at Generaal
de Wittelaan 11B, 2800 Mechelen, Belgium, and that the holders of
securities of the Company will be allowed to physically attend the
meeting as set out in the convening notice. However, the evolution
of the COVID-19 pandemic is uncertain and the Belgian government
may again impose measures which may have an impact on the
organization of the EGM, such as imposing limitations on the number
of people allowed to attend gatherings. The Company will monitor
the situation and potential measures in light of the COVID-19
pandemic, and may provide further updates that are relevant or have
an impact on the EGM on the Biocartis website.
In order to be admitted to the EGM, the holders
of securities issued by the Company must comply with Article 7:134
of the Belgian Code of Companies and Associations and the articles
of association of the Company, and fulfill the formalities
described in the convening notice. 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.
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