Press release Biocartis Group NV: Biocartis Announces 55.91% of
Offered Shares Subscribed at Closing of Rights Subscription Period
for Holders of Preferential Rights, and Start of Sale of Scrips
through Private Placement to Inst. Investors
PRESS RELEASE: INSIDE INFORMATION / REGULATED
INFORMATION
29 November 2022, 10:30 CET
Biocartis
Announces 55.91%
of Offered
Shares
Subscribed at
Closing of the
Rights
Subscription
Period for
Holders of
Preferential
Rights, and Start of
the Sale of the
Scrips through a
Private
Placement to
Institutional
Investors
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 new secured loan agreement
(as amended from time to time) that was
announced on 1 September 2022 ("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 that has been
prepared by the Company in the context of the Offering (the
"Prospectus"), 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 comprehensive
recapitalization
transactions referred to
in the Prospectus, 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,
29 November 2022
– Biocartis Group NV (the
"Company" or "Biocartis"), an
innovative molecular diagnostics company (Euronext Brussels:
BCART), today announces that 18,718,468 new shares or 55.91% of the
maximum 33,476,932 new shares it offered as part 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") for a maximum amount of EUR 25,107,699.00, were
subscribed for 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. The rights subscription period
for the Offered Shares started on 17 November 2022 and closed on 28
November 2022, at 4 p.m. CET (the "Rights Subscription
Period").
The 25,827,312 Preferential Rights, represented
by coupon n°1, that have not been exercised during or at the end of
the Rights Subscription Period were converted into an equal number
of scrips (the "Scrips"). These Scrips will be
offered for sale through a private placement to institutional
investors (the "Scrips Private Placement" and
together with the Rights Offering, the
"Offering"). This sale through the Scrips Private
Placement will start today and is expected to end today.
Purchasers of Scrips in the Scrips Private
Placement must irrevocably undertake to subscribe for the
corresponding number of Offered Shares in the Company at EUR 0.75
per Offered Share at the ratio of 4 Offered Shares per 7
Preferential Rights under the form of 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.
The results of the Scrips Private Placement, the
global results of the Offering and the amount due to holders of
unexercised Preferential Rights (if any) are expected to be
announced in a press release later today, which will be available
on https://investors.biocartis.com/en/offering and
https://investors.biocartis.com/en/press-releases. At the request
of the Company, the trading of its shares on the regulated market
of Euronext Brussels has been suspended until the publication of
such press release which is expected to be made later today.
The payment of the subscriptions in the Scrips
Private Placement is expected to take place on or around 2 December
2022 and 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. The Offered Shares are expected to become
tradeable on the regulated market of Euronext Brussels on 2
December 2022.
As described in the Prospectus, 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 underwriting
agreement (the "Underwriting Agreement") 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.
Together, the Backstop Commitments and the commitment under the
Underwriting Agreement 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.
The Belgian Financial Services and Markets
Authority (the "FSMA") approved the English
version of the Prospectus on 15 November 2022. 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.
Additional information, subject to applicable
legal restrictions, is available here:
https://investors.biocartis.com/en/offering.
--- 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
published by the Company 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 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.
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