Press release Biocartis Group NV: Completion of Comprehensive
Recapitalization Transactions
PRESS RELEASE: REGULATED INFORMATION16 January 2023, 17:40
CET
Completion of
Comprehensive
Recapitalization
Transactions
Mechelen, Belgium,
16 January 2023
–Biocartis Group NV (the "Company" or
"Biocartis"), an innovative molecular diagnostics company (Euronext
Brussels: BCART) is pleased to announce that the final steps in the
previously announced comprehensive recapitalization transactions
have been completed today.
The initial holders of the Company's 4.50% new
second lien secured convertible bonds due 2026 (the "New
Convertible Bonds") have subscribed for additional New Convertible
Bonds in an aggregate amount equal to EUR 25,000,200 (such
additional New Convertible Bonds, the "New Money Bonds"). From
their issuance up until the next interest payment date of 15 March
2023, the New Money Bonds will trade under ISIN number
BE6340726304. On 15 March 2023, the ISIN of the New Money Bonds
will be merged with the ISIN of the New Convertible Bonds, as a
result of which both the New Money Bonds and the previously issued
New Convertible Bonds will trade under ISIN BE6338582206 and will
be fully fungible.
Following the issuance of the New Money Bonds
and as part of the bond buyback transactions that took place on 19
October 2022 (as referred to in the press releases of the Company
dated 1 September 2022 and 20 October 2022), certain holders of the
Company's New Convertible Bonds delivered an additional EUR 306,000
in New Convertible Bonds to the Company for no consideration. The
New Convertible Bonds so delivered have been cancelled.
As a result of the aforementioned issuance of
New Money Bonds and cancellation of New Convertible Bonds, the
total outstanding principal amount of New Convertible Bonds
(including New Money Bonds) is equal to EUR 116,764,200.
Furthermore, the completion of the issuance of
the New Money Bonds, has enabled the Company to make another
drawdown of approximately EUR 11 million under the Company's senior
secured term loan (“Convertible Term Loans”) provided by certain
holders of the Company's New Convertible Bonds, resulting in the
EUR 30 million available under the Convertible Term Loans being
fully drawn.
This completes the comprehensive
recapitalization that was announced on 1 September 2022 and that
will support the Company's growth for the foreseeable future with
EUR 66 million of gross proceeds.
--- 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 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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