BCART Biocartis Group NV

Press release Biocartis Group NV: Biocartis Announces Conversion of a Portion of the Convertible Term Loan into New Shares and Discloses Outstanding Voting Securities

PRESS RELEASE: REGULATED INFORMATION 

28 October 2022, 07:01 CEST

Biocartis Announces Conversion of a Portion of the Convertible Term Loan into New Shares and Discloses Outstanding Voting Securities

Mechelen, Belgium, 28 October 2022 – Biocartis Group NV (the "Company" or "Biocartis"), an innovative molecular diagnostics company (Euronext Brussels: BCART), today announces that following the first drawdown by the Company under the new senior secured convertible term loan (“Convertible Term Loan”) concluded with certain funds and accounts managed or advised by Highbridge Capital Management LLC (“Highbridge”) and certain funds managed or advised by Whitebox Advisors LLC (“Whitebox”, and together with Highbridge, the “Lenders”) announced on 20 October 2022, a first portion of the receivables due by the Company to Highbridge under the Convertible Term Loan in an amount of EUR 60,509.79 (consisting of principal amount, interest and redemption amount) was contributed in kind by Highbridge against the issuance of 60,559 new shares of the Company at an issue price of ca. EUR 0.99918 per share.

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 outstanding share capital and outstanding voting securities of the Company can be summarized as follows:

• Total outstanding share capital: EUR 584,169.56;
• Total outstanding voting securities: 58,416,956;
• Total outstanding voting rights: 58,416,956;
• Shares that can still be issued upon exercise of subscription rights: 2,248,458 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;
  • 470,836 shares can be issued upon the exercise of 470,836 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;
  • 626,662 shares can be issued upon the exercise of 626,662 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; and
  • 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.

In addition, a number of shares are issuable pursuant to the terms of (i) the abovementioned Convertible Term Loan, (ii) certain outstanding 4.00% convertible bonds initially due 2024/2027, and (iii) certain outstanding 4.50% convertible bonds initially due 2024/2026.

Going forward, the Company will issue a press release at the end of each month with an update on further conversions and outstanding voting securities.

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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.