Press release Biocartis Group NV: Disclosure of Outstanding Voting Securities

PRESS RELEASE:  REGULATED INFORMATION28 April 2023, 17:40 CEST

Disclosure of Outstanding Voting Securities

Mechelen, Belgium, 28 April 2023 Biocartis Group NV (the "Company" or "Biocartis"), an innovative molecular diagnostics company (Euronext Brussels: BCART), today announces that in the course of April 2023 a further portion of receivables due by the Company to Highbridge under the senior secured 'Facility Agreement' (as amended from time to time) ("First Lien Loan Agreement") 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") in an amount of EUR 151,525.34 (consisting of principal amount, interest and redemption amount) was contributed in kind by Highbridge against the issuance of 187,068 new shares of the Company. In addition, 4.50% convertible bonds due 2026 in a principal amount of EUR 199,800 were converted into shares of the Company against the issuance of 178,403 shares of the Company.

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 934,699.33;
  • Total outstanding voting securities: 93,469,933;
  • Total outstanding voting rights: 93,469,933;
  • Shares that can still be issued upon exercise of share options (each share option having the form of a subscription right): 9,296,819 shares (each share entailing one voting right), of which:
    • 44,986 shares can be issued upon the exercise of 44,986 outstanding share options 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;
    • 82,758 shares can be issued upon the exercise of 82,758 outstanding share options 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;
    • 300,611 shares can be issued upon the exercise of 300,611 outstanding share options 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;
    • 117,697 shares can be issued upon the exercise of 117,697 outstanding share options 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;
    • 540,000 shares can be issued upon the exercise of 540,000 outstanding share options 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; and
    • 8,210,767 shares can be issued upon the exercise of 8,210,767 outstanding share options that are still outstanding under the '2023 Plan' for members of the personnel and members of the executive management of the Company and/or its subsidiaries, entitling the holders thereof to acquire one new share per option.
  • In addition, new shares in the Company are issuable pursuant to the terms of:
    • The First Lien Loan Agreement, pursuant to which a (rounded) principal amount of EUR 29.7 million (it being understood that certain additional amounts can become available under the loan facility in extraordinary circumstances) (to be increased with applicable interest and redemption amounts) can be settled into new shares of the Company (through a contribution in kind of receivables) at an issue price equal to 90% of the highest of (x) the volume weighted average trading price of the Company's shares on the trading day immediately preceding the date on which the notice of the relevant contribution in kind has been received by the Company, and (y) EUR 0.90 per share (i.e., a floor price that is 20% higher than the price against which shares were issued in the framework of the capital increase through the offering of new shares (with extra-legal preferential rights for existing shareholders) that has been closed on 2 December 2022 (EUR 0.75 per share)) (subject to certain adjustments);
    • The outstanding 4.00% convertible bonds due 2027 pursuant to which a remaining principal amount of EUR 15,055,200 (which may be increased from time to time pursuant to the payment of interest in kind) can be converted into new shares at a conversion price of EUR 12.8913 per share (subject to customary adjustments); and
    • The outstanding 4.50% convertible bonds due 2026 pursuant to which a remaining principal amount of EUR 116,561,700 (to be increased with applicable interests) can be converted into new shares at a conversion price of EUR 1.125 per share (i.e., a floor price that is 50% higher than the price against which shares were issued in the framework of the capital increase through the offering of new shares (with extra-legal preferential rights for existing shareholders) that has been closed on 2 December 2022 (EUR 0.75 per share)) (subject to customary adjustments).

Pursuant to the Belgian Act and the articles of association of the Company, a notification to the Company and the Belgian Financial Services and Markets Authority (FSMA) is required by all natural and legal persons in each case where the percentage of voting rights attached to the securities held by such persons in the Company reaches, exceeds or falls below the threshold of 3%, 5%, 10%, and every subsequent multiple of 5%, of the total number of voting rights in the Company.

Unless further updates are required on an ad hoc basis pursuant to applicable law or otherwise, the Company will issue a press release at the end of each month with an update on further conversions and outstanding voting securities (if any changes occurred during the relevant month).

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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.

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