Press release Biocartis Group NV: Expected Mandatory Conversion
Bondholder Notification
PRESS RELEASE: REGULATED INFORMATION
28 November 2022, 17:45 CET
Expected Mandatory Conversion Bondholder
Notification
Capitalised terms not otherwise defined in this
notice shall have the meaning given to them in the Terms and
Conditions of the Bonds.
Mechelen, Belgium,
28 November 2022
– This announcement constitutes a notice (the
“Expected Mandatory Conversion Bondholder Notification”) in
accordance with, respectively, Condition 5(m)(v) of the terms and
conditions of the 4.00% convertible bonds due 2024/2027 (the
"Existing Convertible Bonds") and Condition 6(b)(v) of the terms
and conditions of the 4.50% new second lien secured convertible
bonds due 2024/2026 (the "New Convertible Bonds") (together, the
"Terms and Conditions of the Bonds") issued by Biocartis Group NV
(the "Company" or "Biocartis"), an innovative molecular diagnostics
company (Euronext Brussels: BCART).
The Company today announces, that based on the
information available to the Company as of the date of this
announcement, the Recapitalisation Transactions Completion Date (as
such term is defined in the Terms and Conditions of the Bonds) is
expected to occur on 2 December 2022 (the “Expected
Recapitalisation Transactions Completion Date”).
If the Expected Recapitalisation Transactions
Completion Date does not occur on 2 December 2022, or the Company
obtains information that the Expected Recapitalisation Transaction
Completion Date will occur on a later date, the Company will inform
the Bondholders thereof by way of press release and a new Expected
Mandatory Conversion Bondholder Notification.
In accordance with the Terms and Conditions of
the Bonds, the occurrence of the Recapitalisation Transactions
Completion Date will result in a number of consequences for the
holders of the Existing Convertible Bonds and/or the New
Convertible Bonds, including (but not limited to):
- the automatic extension of the
Final Maturity Dates of such Bonds to 9 November 2026 (in the case
of the New Convertible Bonds) and 9 November 2027 (in the case of
the Existing Convertible Bonds);
- the start of the Bondholder
Conversion Option Period for the New Convertible Bonds; and
- the Mandatory Conversion of 10% of
the principal amount outstanding under each of the Existing
Convertible Bonds and the New Convertible Bonds.
The aforementioned Mandatory Conversion will
occur 10 Brussels business days after the Recapitalisation
Transactions Completion Date. If the Recapitalisation Transactions
Completion Date occurs on 2 December 2022 (as expected) the
Mandatory Conversion Date (in the case of the New Convertible
Bonds) and the Conversion Date (in the case of the Existing
Convertible Bonds) (both as defined in the Terms and Conditions of
the Bonds) would be Friday, 16 December 2022.
The Bondholders are reminded that, in accordance
with the Terms and Conditions of the Bonds, the Bondholders will be
required to complete certain formalities in order to obtain
delivery of the shares issued pursuant to the aforementioned
Mandatory Conversion. If the Recapitalisation Transactions
Completion Date occurs on 2 December 2022 (as expected) the Cut-Off
Date for completing such formalities would be Friday, 9 December
2022. Failure to comply with the formalities by the applicable
deadlines will result in the relevant shares being sold by the
Share Settlement Agent and the proceeds (if any, after deducting
a.o. the costs of such procedure) being distributed rateably to the
relevant Bondholders. In view
thereof, the Company encourages
the Bondholders that have not yet been in
contact with the Company in the context of the Recapitalisation
Transactions to contact the
Company urgently. Upon occurrence of the
Recapitalisation Transactions Completion Date, the Company will in
its Mandatory Conversion Bondholder Notification provide further
details on the exact formalities the Bondholders will need to
comply with.
The Terms and Conditions of the Bonds can be consulted, subject
to applicable legal restrictions, on
https://investors.biocartis.com/en/convertible-bonds .
--- 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.
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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