Press release Biocartis Group NV: Biocartis launches a rights
offering (with extra-legal preferential rights for existing
shareholders) of a maximum of 33,476,932 offered shares, amounting
to a maximum of EUR 25,107,699.00
ADVERTISEMENT
PRESS RELEASE: INSIDE INFORMATION / REGULATED INFORMATION
16 November 2022, 07:00 CET
Biocartis launches a
rights offering (with extra-legal preferential rights for existing
shareholders) of a maximum of 33,476,932 offered
shares, amounting to a maximum of
EUR 25,107,699.00
Warning: An investment in the
Company's ordinary shares (the
"Shares", including the Offered
Shares (as defined below)
and the new Shares issuable
upon conversion of the Existing Convertible Bonds, upon
conversion of the New Convertible Bonds,
and upon contribution in kind of the payables under the
First Lien Loan Agreement (all as
defined below) ("New
Shares")), the Preferential
Rights and/or the Scrips (all as defined below)
involves substantial risks and uncertainties and the investors
could lose their investment. Prospective investors should read the
entire Prospectus (as defined below), and, in particular, should
refer to the chapter "Risk Factors" for a discussion of certain
factors that should be considered in connection with an investment
in the Shares, the Preferential Rights and/or the
Scrips. Within each category of
risk factors, the risks estimated to be the most material are
presented first. The Company refers in particular to the risks that
Biocartis does not have sufficient working capital to fund its
operations and development activities, that Biocartis has incurred
operating losses, negative operating cash flow and an accumulated
deficit since inception and may never become profitable, that the
commercial success of Biocartis will depend on the continued growth
in market acceptance of the Idylla™ platform, the menu of Idylla™
and partner tests it offers and the relevance thereof,
that Biocartis' past growth is not indicative (nor a
guarantee) of future growth, that it may be unable to manage its
growth effectively, and that it may not be successful in further
growing its commercialization infrastructure, that any future
capital increases by the Company (as the case may
be, in the context of the
Recapitalization
Transactions (as defined
below) that have been announced on 1 September 2022
(which could result in a dilution of
existing
shareholders of the
Company of up to
80.97%)) could have a negative impact on
the price of the Shares and could dilute the interests of
existing
shareholders, and that Biocartis might
require substantial additional funding to respond to business
challenges, take advantage of new business opportunities or repay
or refinance its outstanding convertible bonds, which may not be
available on acceptable terms, or at all. Potential investors
should note that comments regarding material uncertainty regarding
the Company's going concern were included in the reports of the
Company's statutory auditor on the latest annual and interim
financial statements. All of these factors should be considered
before investing in the Shares (including the Offered
Shares and the New Shares), the
Preferential Rights and/or the Scrips. Prospective investors must
be able to bear the economic risk of an investment in the Shares
(including the Offered Shares and the New
Shares), Preferential Rights
and/or the Scrips, and should be able to sustain a
partial or total loss of their investment. Each decision to invest
in the Shares, Preferential Rights and/or the
Scrips must be based on all information provided
in the Prospectus.
Mechelen, Belgium,
16 November 2022
– Biocartis Group NV (the "Company" or
"Biocartis"), an innovative molecular diagnostics company (Euronext
Brussels: BCART), today announces the launch of a public offering
to existing shareholders of the Company and any holders of an
extra-legal preferential right (the "Preferential Right") (such
offering, the "Rights Offering") of up to EUR 25,107,699.00,
through the issuance of up to 33,476,932 new ordinary Shares at an
issue price of EUR 0.75 per new ordinary Share (the "Offered
Shares"), on the basis of 4 Offered Shares per 7 Preferential
Rights. Preferential Rights that are not exercised during the
rights subscription period (the "Rights Subscription Period") will
be converted into an equal number of scrips (the "Scrips") and will
be offered up for sale through a private placement to institutional
investors (the "Scrips Private Placement" and together with the
Rights Offering, the "Offering").
Herman Verrelst, Chief Executive Officer
of Biocartis, commented: "The launch of a rights offering
today is a next important step in Biocartis' journey. We can
build on strong operational performance, as we announced in our
recent Q3 business update: we demonstrated
continued strong growth of revenues in our core oncology
business, coupled with the significant improvement of the gross
margins of our Idylla™ products and a gradually reducing cash
burn. From a financing point of view, the
recapitalization as announced on 1 September 2022 will
fundamentally improve our financial position. Having
successfully executed the restructuring of our convertible debt in
the past weeks, I am very pleased to now enter into
the last stage of the refinancing with the
launch of this EUR 25.1 million rights offering. Together with
the new convertible term loan and the new convertible bond, this
will provide for approximately EUR 66 million of gross
proceeds, necessary to continue and execute our growth
strategy towards profitability."
Offering
Rationale of the Offering
The Offering is part of the comprehensive
recapitalization transactions that were announced by the Company on
1 September 2022 (the "Recapitalization Transactions"), and
which were aimed at providing the Company with an opportunity to
strengthen its cash position by approximately EUR 66 million (which
would be the gross proceeds from the Recapitalization Transactions,
including the Offering) and fundamentally improve its financial
structure by extending the maturity of its bond debt from May 2024
to November 2026 (when the Company's new second lien secured
convertible bonds (the "New Convertible Bonds") must be repaid) or
November 2027 (when the Company's amended convertible bonds
initially due 2024 (the "Existing Convertible Bonds") must be
repaid), subject to certain conditions. The Offering was
specifically requested by certain funds and accounts managed or
advised by Highbridge Capital Management LLC ("Highbridge"), and
certain funds managed or advised by Whitebox Advisors LLC
(collectively, "Whitebox", and together with Highbridge, the
"Lenders") (who held existing convertible bonds) as a condition for
the renegotiation of the terms of the existing convertible bonds
and the entering into the new secured loan agreement that was
announced on 1 September 2022 (the "First Lien Loan Agreement").
This allows the Company to meet its undertaking towards the Lenders
to raise new capital for an amount of not less than EUR 25
million.
The net proceeds from the Offering will be used
to fund operating losses resulting from operating expenses and
investments required (i) to fund research and development for
product menu expansion and further development of the Idylla™
technology, (ii) to further bolster commercial infrastructure, and
(iii) for working capital and general corporate purposes of the
Company.
The Offering
Subject to applicable securities laws and on the
terms set out in the Prospectus, each shareholder holding Shares of
the Company at closing of Euronext Brussels on 16 November 2022
will be granted one Preferential Right per existing share in the
Company held at that time. The Preferential Rights will be
represented by coupon nr. 1 which will be separated from the
underlying Shares on 16 November 2022 after closing of Euronext
Brussels. The Preferential Rights are expected to trade on Euronext
Brussels from 17 November 2022 up to and including 28 November
2022, at 4 p.m., and are expected to be listed on Euronext Brussels
under the international securities identification number (ISIN)
BE0970181849 and trading symbol "BIO01". The holders of
Preferential Rights are entitled to subscribe for the Offered
Shares at the ratio of 4 Offered Shares for 7 Preferential
Rights (the "Ratio"). The subscription period for the Offered
Shares will be from 17 November 2022 up to and including 28
November 2022, at 4 p.m. CET (the "Rights Subscription
Period").
Any Preferential Rights that are not exercised
during the Rights Subscription Period will be converted into an
equal number of Scrips. The Scrips will be offered for sale in the
Scrips Private Placement that is expected to start on or about 29
November 2022 and to end on the same date
The Company reserves the right to revoke or
suspend the Offering, following consultation with the Underwriter
(as defined below) if it determines that market conditions would
make the Offering more difficult in a material way.
In connection with the Offering, the Company has
obtained undertakings (the "Backstop Commitments") from certain new
investors, pursuant to which these new investors have committed to
subscribe for Offered Shares in the event that the Offering is not
fully subscribed during the Rights Subscription Period or in the
context of the Scrips Private Placement, and this for an amount of
up to EUR 10.6 million, corresponding to approximately 42.22%
of the Offering, subject to the terms and conditions set out in the
relevant commitment letters. The Backstop Commitments are
irrevocable and unconditional, subject however, to the completion
of the Offering. The Company also entered into an equity commitment
letter (the "Equity Commitment Letter") with KBC Securities NV (as
'Sole Global Coordinator and Sole Bookrunner') (the "Underwriter"),
pursuant to which the Underwriter has agreed to subscribe for any
Offered Shares that are not subscribed for in the Offering and that
are not underwritten by new investors pursuant to the terms of the
aforementioned Backstop Commitments, up to a maximum amount of
EUR 14,507,699.00, subject to the terms and conditions of the
Underwriting Agreement. Together, the Backstop Commitments and the
commitment under the Equity Commitment Letter allow for the
subscription for 100% of the Offered Shares to be issued in the
Offering. No investor has been granted any preferential rights or
rights of first refusal in priority to any participant in the
Scrips Private Placement.
Key terms of the
Offering
Preferential Rights: Subject to
applicable securities laws and on the terms set out in the
Prospectus, each Share will entitle its holder to receive one
Preferential Right. The Preferential Right is represented by coupon
nr. 1. The Preferential Rights will be detached from the existing
Shares on 16 November 2022 after closing of Euronext Brussels and,
provided that they are in dematerialized form, will be tradeable
during the entire Rights Subscription Period on Euronext Brussels
with international securities identification number (ISIN)
BE0970181849.
Ratio: 4 Offered Shares
for 7 Preferential Rights.
Issue price: EUR 0.75 per
Offered Share. The Issue Price represents a discount to the closing
price of 15 November 2022, (which amounted to EUR 1.39), of
46.04%. Based on the closing price, the theoretical ex-right price
("TERP") is EUR 1.16, the theoretical value
of a Preferential Right is EUR 0.23, and the discount of the
Issue Price compared to TERP is 35.19%. The TERP can be regarded as
the theoretical price of the Shares following completion of the
Offering. It is calculated by dividing the total value of shares
held immediately prior to announcement and total value of the
Offered Shares by the total number of shares that would be held on
issue (and full take up) of Offered Shares.
Rights Subscription Period: The
Rights Subscription Period shall run from 17 November 2022 up to
and including 28 November 2022, at 4 p.m. CET. After the end of the
Rights Subscription Period, the Preferential Rights may no longer
be exercised or traded and, as a result, subscription requests
received thereafter will be void.
Subscription procedure and
costs: Subject to restrictions under applicable securities
laws, investors holding Preferential Rights in dematerialized form
(including Existing Shareholders) can, during the Rights
Subscription Period, irrevocably subscribe to the Offered Shares
directly at the counters of KBC Bank NV, CBC Banque, KBC Securities
NV if they have a client account there, or indirectly through any
other financial intermediary. Subscribers should inform themselves
about any costs that these financial intermediaries might charge
and which they will need to pay themselves. At the time of
subscription, the subscribers should remit a corresponding number
of Preferential Rights in accordance with the Ratio.
Scrips Private Placement:
Preferential Rights that are not exercised during the Rights
Subscription Period will be converted into an equal number of
Scrips. The Scrips will be offered for sale through the Scrips
Private Placement that is expected to start on or about 29 November
2022 and to end on the same date. Through such a procedure, a book
of demand will be built to find a single market price for the
Scrips. The net proceeds of the sale of the Scrips (the "Net Scrips
Proceeds") (if any) will be divided proportionally between all
holders of Preferential Rights who have not exercised them. If the
Net Scrips Proceeds are less than EUR 0.01 per unexercised
Preferential Right, the holders of Preferential Rights who have not
exercised them are not entitled to receive any payment and,
instead, the Net Scrips Proceeds will be transferred to the
Company. If the Company announces that Net Scrips Proceeds are
available for distribution to holders of unexercised Preferential
Rights and such holders have not received payment thereof by 5
December 2022, such holders should contact their financial
intermediaries (note: registered shareholders should contact the
Company).
Admission to trading and place of
listing of the Offered
Shares: expected on 2 December 2022 on Euronext
Brussels.
Announcement of the results:
The results of the Rights Offering, including the subscriptions to
the Offered Shares, will be made public by a press release before
the market opening on or about 29 November 2022. The results of the
subscription with Preferential Rights and with Scrips, the results
of the sale of Scrips and the payment of the Net Scrips Proceeds
will be published on or about 29 November 2022 by press
release.
Payment and delivery of the
Offered Shares: The payment of
the subscriptions with dematerialized Preferential Rights is
expected to take place on or around 2 December 2022 and will be
done by debit of the subscriber's account with the same value date
(subject to the relevant financial intermediary procedures).
Payment of subscriptions with registered Preferential Rights will
be done by payment into a blocked account of the Company, and must
have reached such account by 28 November 2022, 4 p.m. Belgian time
as indicated in the instruction letter from the Company.The payment
of the subscriptions in the Scrips Private Placement is expected to
take place on or around 2 December 2022. The payment of the
subscriptions in the Scrips Private Placement will be made by
delivery against payment.Delivery of the Offered Shares will take
place on or around 2 December 2022. The Offered Shares will be
delivered under the form of dematerialized Shares (booked into the
securities account of the subscriber) or as registered Shares
recorded in the Company's share register.
Lock-up and standstill
arrangements: Within the framework of the Offering, the
Company's directors, the Company's Chief Executive Officer and the
Company's Chief Financial Officer agreed with the Underwriter to
enter into a lock-up undertaking for a period ending on the 180th
day following the closing of the Offering. During this period, the
aforementioned persons shall not without the prior written consent
of the Underwriter sell any of their Shares in the Company (subject
to certain customary exceptions). Within the framework of the
Offering, the Company will enter into a standstill undertaking for
a period of 180 calendar days following the date of the
Underwriting Agreement (subject to certain customary
exceptions).
Taxation: The tax treatment
depends on the individual circumstances of each investor and may
change in the future. The general provisions are included in the
Prospectus. The purchase and sale in the secondary market of both
the Shares as well as the Preferential Rights prior to the end of
the Rights Subscription Period is subject to the tax on stock
exchange transactions. In Belgium, the applicable rate is 0.35% and
the total amount is capped at EUR 1,600 per transaction and
per party.
Rights to dividends: The
Offered Shares will be entitled to a share in the results of the
financial year that started on 1 January 2022 and of the
following years.
Syndicate: KBC Securities NV
acts as Sole Global Coordinator and Sole Bookrunner of the Rights
Offering.
Key risk factors
Biocartis is subject to the following key risks in relation to
Biocartis' business and industry:
Strategic and commercial risks
-
Biocartis' past growth is not indicative (nor a guarantee) of
future growth. Biocartis may be unable to manage its growth
effectively, and may not be successful in further growing its
commercialization infrastructure.
-
The molecular diagnostics (MDx) industry is highly competitive and
characterized by rapid technological changes, and Biocartis may be
unable to keep pace with its competitors.
- The commercial success of Biocartis
will depend on the continued growth in market acceptance of the
Idylla™ platform, the menu of Idylla™ and partner tests it offers
and the relevance thereof.
-
Biocartis has entered into, and relies upon, a number of
partnerships and alliances, including joint ventures, and the
termination of such partnerships or alliances or disagreements with
these partners, may have negative effects on Biocartis.
Operational risks
-
Biocartis may not be able to manufacture or outsource manufacturing
of its products in sufficient quantities, in a timely manner or at
a cost that is economically attractive.
- Delays in the development of tests
may occur and cause a slower availability of a broad and clinically
relevant menu of tests, which may result in increased costs and/or
jeopardize Biocartis' ability to obtain market acceptance and/or
relevant marketing authorizations in line with its strategy.
Biocartis may not be able to launch new tests as quickly as it
anticipates.
-
Biocartis relies on multiple suppliers to produce the individual
components required for its Idylla™ platform and Idylla™ tests,
some of whom are single source suppliers, and any issues with
suppliers may impact the ability of Biocartis to continue to supply
its customers, lead to additional costs, or require additional
managerial resources.
Legal and intellectual property related
risks
- Biocartis faces an inherent risk of
product liability claims and may not have adequate insurance
coverage.
-
If Biocartis fails to obtain patent protection for the products it
develops or otherwise fails to maintain and adequately protect its
intellectual property rights, Biocartis' business could
suffer.
Regulatory risks
-
Biocartis' business could be significantly and negatively affected
by substantial changes to government regulations, particularly in
the European Union, the United Kingdom and the United States.
Financial risks
-
Biocartis does not have sufficient working capital to fund its
operations and development activities.
- Biocartis has incurred operating
losses, negative operating cash flow and an accumulated deficit
since inception and may never become profitable.
-
Biocartis might require substantial additional funding to respond
to business challenges, take advantage of new business
opportunities or repay or refinance its outstanding convertible
bonds, which may not be available on acceptable terms, or at
all.
Risks relating to the Offered Shares, the New Shares,
the Preferential Rights, the Scrips,
and the Offering
-
Any future capital increases by the Company (as the case may be, in
the context of the Recapitalization Transactions) could have a
negative impact on the price of the Shares and could dilute the
interests of Existing Shareholders.
-
The market price of the Shares may fluctuate widely in response to
various factors and may decline below the Issue Price.
Prospectus
Full details of the Offering will be included in
the prospectus that has been prepared in connection with the
Offering (the "Prospectus"). The Prospectus (including the summary)
has been prepared in English and translated into Dutch. The
Prospectus will be available in Belgium at no cost at the Company's
registered office, located at Generaal de Wittelaan 11B, 2800
Mechelen, Belgium as from 16 November 2022. Subject to country
restrictions, the Prospectus will also be available under the
'Investors' section on the following website:
https://investors.biocartis.com/en; and
www.kbc.be/biocartis2022.
As competent authority under Regulation
2017/1129 of the European Parliament and of the Council of 14 June
2017 on the prospectus to be published when securities are offered
to the public or admitted to listing and trading on a regulated
market, and repealing Directive 2003/71/EC, as amended from time to
time (the "Prospectus Regulation"), the Belgian Financial Services
and Markets Authority (the "FSMA") approved the English language
version of the Prospectus on 15 November 2022 in accordance with
article 20 of the Prospectus Regulation. The FSMA's approval does
not imply any opinion by the FSMA on the suitability and the status
of the Offered Shares, the Preferential Rights or the Scrips, or on
the status of the Company, nor as an endorsement of the Company or
of the quality of the Offered Shares, the Preferential Rights or
the Scrips.
Expected timetable of the rights offering
Approval of the Prospectus by the FSMA |
Tuesday 15 November 2022 |
Publication of the launch press release and availability to the
public of the Prospectus |
Wednesday 16 November 2022 |
Detachment of coupon nr. 1 (representing the Preferential Right)
after closing of the markets |
Wednesday 16 November 2022 |
Trading of Shares ex-Right |
Thursday 17 November 2022 |
Opening of Rights Subscription Period |
Thursday 17 November 2022 |
Listing of the Preferential Rights on Euronext Brussels |
Thursday 17 November 2022 |
Payment Date for the Registered Preferential Rights exercised by
subscribers |
Monday 28 November 2022, at 4 p.m. CET |
Closing Date of the Rights Subscription Period |
Monday 28 November 2022, at 4 p.m. CET |
End of listing of the Preferential Rights on Euronext Brussels |
Monday 28 November 2022, at 4 p.m. CET |
Announcement via press release of the result of the Rights
Offering |
Tuesday 29 November 2022 |
Suspension of trading of Shares |
Tuesday 29 November 2022 |
Accelerated private placement of the Scrips |
Tuesday 29 November 2022 |
Allocation of the Scrips and the subscription with Scrips |
Tuesday 29 November 2022 |
Announcement via press release of the results of the subscription
with Preferential Rights and with Scrips and the Net Scrip Proceed
(if any) due to holders of coupons nr. 1 and end of suspension of
trading of Shares |
Tuesday 29 November 2022 |
Payment Date for the Dematerialized Preferential Rights exercised
by subscribers |
Friday 2 December 2022 |
Realization of the capital increase |
Friday 2 December 2022 |
Delivery of the Offered Shares to the subscribers |
Friday 2 December 2022 |
Listing of the Offered Shares on Euronext Brussels |
Friday 2 December 2022 |
Payment to holders of non-exercised Preferential Rights |
Monday 5 December 2022 |
--- 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.
Warning
An investment in shares entails significant
risks. Relevant investors are encouraged to read the Prospectus
that the Company expects to publish after approval by the FSMA.
This document is not a prospectus and investors should not
subscribe for or purchase any Securities referred to herein except
on the basis of the information contained in the Prospectus.
Potential investors must read the Prospectus before making an
investment decision in order to fully understand the potential
risks and rewards associated with the decision to invest in the
Securities. This announcement and the approval of the Prospectus,
as the case may be, should not be understood as an endorsement of
the Securities offered or admitted to trading on a regulated
market. The value of the Company's Securities can decrease as well
as increase. Potential investors should consult a professional
advisor as to the suitability of the intended offering for the
person concerned.
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 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 SECURITIES. THE DISTRIBUTION OF THIS ANNOUNCEMENT AND
THE OFFER, SUBSCRIPTION, SALE AND PURCHASE OF SECURITIES 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,
subscription, purchase or exchange of Shares, Preferential Rights
or Scrips (collectively, the "Securities") 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.
In addition to the public in Belgium, 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"). In addition, in the United Kingdom, 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.
The date of completion of Offering may be
influenced by things such as market conditions. There is no
guarantee that such completion will occur and a potential investor
should not base their financial decisions on the Company's
intentions in relation to such completion at this stage.
The Underwriter is acting for the Company and no
one else in relation to the intended Offering, and will not be
responsible to anyone other than the Company for providing the
protections offered to its clients nor for providing advice in
relation to the intended Offering.
The Company assumes responsibility for the
information contained in this announcement. Neither the Underwriter
nor any of its affiliates or any of their respective directors,
officers, employees, advisers or agents accepts any responsibility
or liability whatsoever for or makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or any
other information relating to the Company, whether written, oral or
in a visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection
therewith. The Underwriter and each of its affiliates accordingly
disclaim, to the fullest extent permitted by applicable law, all
and any liability whether arising in tort, contract or otherwise
which they might otherwise be found to have in respect of this
announcement or any such statement or information. No
representation or warranty express or implied, is made by the
Underwriter or any of its affiliates as to the accuracy,
completeness, verification or sufficiency of the information set
out in this announcement, and nothing in this announcement will be
relied upon as a promise or representation in this respect, whether
or not to the past or future.
Biocartis Group NV (EU:BCART)
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Biocartis Group NV (EU:BCART)
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