PRESS RELEASE: REGULATED INFORMATION
6 September 2022, 17:40 CEST
DISCLOSURE OF OUTSTANDING VOTING SECURITIES
Mechelen, Belgium, 6 September 2022 – Biocartis Group NV (the ‘Company’ or ‘Biocartis’), an innovative molecular diagnostics company (Euronext Brussels: BCART), announces that 810,734 new shares were issued on 6 September 2022 to certain funds and accounts managed or advised by Highbridge Capital Management LLC, and certain funds managed or advised by Whitebox Advisors LLC (collectively, the ‘Lenders’) to settle the fee payable by the Company for certain backstop commitments provided by the Lenders in connection with the recapitalisation transactions which were announced by the Company on 1 September 2022 (the ‘Recapitalisation’).
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 ‘Belgian Act’), the outstanding share capital and outstanding voting securities of the Company can be summarized as follows:
- Total outstanding share capital: EUR 583,563.97;
- Total outstanding voting securities: 58,356,397;
- Total outstanding voting rights: 58,356,397;
- Shares that can still be issued: 13,874,097 shares (each share entailing one voting right), of which:
- 150,896 shares can be issued upon the exercise of 150,896 outstanding share options (each share option having the form of a subscription right) 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;
- 140,064 shares can be issued upon the exercise of 140,064 outstanding share options (each share option having the form of a subscription right) 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;
- 1,151,898 shares can be issued upon the exercise of 1,151,898 outstanding share options (each share option having the form of a subscription right) that are still outstanding under the ‘2017 Plan’ for the CEO of the Company, entitling the holder thereof to acquire one new share per option;
- 471,836 shares can be issued upon the exercise of 471,836 outstanding share options (each share option having the form of a subscription right) 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;
- 627,225 shares can be issued upon the exercise of 627,225 outstanding share options (each share option having the form of a subscription right) 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;
- 860,000 shares can be issued upon the exercise of 860,000 outstanding share options (each share option having the form of a subscription right) 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
- 10,472,178 shares can be issued upon the conversion of all 1,350 outstanding 4.00 per cent senior unsecured convertible bonds due 2024 (the ‘Existing Convertible Bonds’) at their current conversion price of EUR 12.8913 per share.
As part of the Recapitalisation, the Company intends to (a) propose certain amendments to the current terms and conditions of the Existing Convertible Bonds, (b) issue new convertible bonds (including new convertible bonds in exchange of Existing Convertible Bonds), (c) obtain a new convertible term loan, and (d) proceed with a capital increase. If completed, these transactions will give rise to the issuance of new shares of the Company. Further reference is made to the press release issued by the Company on 1 September 2022 entitled ‘Biocartis Announces Entry into Comprehensive Recapitalization Arrangements to Strengthen Cash Position and Support Growth’.
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.
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Head of Corporate Communications & Investor Relations Biocartis
tel +32 15 631 729
mobile +32 471 53 60 64
Biocartis (Euronext Brussels: BCART) is an innovative molecular diagnostics (MDx) company providing next generation diagnostic solutions aimed at improving clinical practice for the benefit of patients, clinicians, payers and industry. Biocartis’ proprietary MDx Idylla™ platform is a fully automated sample-to-result, real-time PCR (Polymerase Chain Reaction) system that offers accurate, highly reliable molecular information from virtually any biological sample in virtually any setting. Biocartis is developing and marketing a continuously expanding test menu addressing key unmet clinical needs, with a focus in oncology, which represents the fastest growing segment of the MDx market worldwide. Today, Biocartis offers tests supporting melanoma, colorectal and lung cancer, as well as for COVID-19, Flu, RSV and sepsis. More information: www.biocartis.com. Follow us on Twitter: @Biocartis_.
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.
Certain 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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