Press news Biocartis Group NV: Biocartis Announces the Conversion of EUR 15 million of its EUR 150 million 4% Convertible Bonds due 2024

PRESS RELEASE: REGULATED INFORMATION – INSIDE INFORMATION

7 December 2020, 07:00 CET

Biocartis Announces the Conversion of EUR 15 million of its EUR 150 million 4% Convertible Bonds due 2024

Mechelen, Belgium, 7 December 2020 – Biocartis Group NV (the ‘Company’ or ‘Biocartis’), an innovative molecular diagnostics company (Euronext Brussels: BCART), announces today that it entered into an agreement with a holder of its outstanding EUR 150 million 4% Senior Unsecured Convertible Bonds due 2024 (the ‘Bonds’) regarding the exercise of Conversion Rights in relation to EUR 15 million aggregate principal amount of Bonds.

In connection with the conversion, the Company agreed to make a cash payment equal to EUR 28,700 per EUR 100,000 in principal amount of the Bonds plus any accrued but unpaid interest. The current Conversion Price of the Bonds is EUR 12.8913 per Ordinary Share. As a result, an aggregate principal amount of EUR 15 million of the Bonds will be converted, and 1,163,575 new Ordinary Shares will be issued by the Company.

The Company agreed to the incentivised conversion of the Bonds, as it will allow the Company to reduce the reported debt at attractive market conditions and strengthen the Company’s shareholders’ equity at a premium to the current share price. The amount of the debt reduction in exchange for the new Ordinary Shares amounts to EUR 9.3 million or EUR 8 per share, 70% higher than the closing price on 4 December 2020. The total debt reduction amounts to EUR 13.6 million.

For further information on the incentivised conversion, Bondholders can contact the Company.

Capitalised terms and expressions used in this press release, but not defined herein, shall have the meaning given to them in the terms and conditions of the Bonds (the ‘Conditions’), unless defined otherwise in this press release.

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More information:
Renate Degrave
Head of Corporate Communications & Investor Relations Biocartis
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About Biocartis

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 SARS-CoV-2 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.

Forward-looking statements

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.

Important information

NO ACTION HAS BEEN TAKEN BY THE COMPANY OR ANY OTHER PERSON THAT WOULD CONSTITUTE A TENDER OFFER OR OFFER TO PURCHASE ANY OF THE BONDS AND/OR THE SHARES (TOGETHER THE "SECURITIES") IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED.

THE DISTRIBUTION OF THIS PRESS RELEASE AND THE TRANSACTION DESCRIBED IN THIS PRESS RELEASE IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. ANY PERSONS READING THIS PRESS RELEASE SHOULD INFORM THEMSELVES OF AND OBSERVE ANY SUCH RESTRICTIONS.

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. The Company takes no responsibility for any violation of any such restrictions by any person.

This press release does not contain or constitute, or form part of, and should not be construed as, an offer or invitation to convert, tender, purchase or sell any Securities of the Company, or the solicitation of any of the foregoing, related to any Securities of the Company.

This press release is not for distribution in or into the United States and does not constitute or form part of any offer or invitation to convert securities in the United States. The Securities have not been and will not be registered under the U.S. Securities Act of 1933 (the "U.S. Securities Act") or the securities laws of any state of the United States, and the Securities may not be offered or sold in the United States unless they are registered under the U.S. Securities Act or an exemption from the registration requirements of the U.S. Securities Act is available. The Company has not registered, and does not intend to register, any transaction related to the Securities in the United States.

This press release is only addressed to, and directed in the United Kingdom and member states of the European Economic Area (the "EEA") (each a "Member State") at persons who are "qualified investors" within the meaning of the Prospectus Regulation ("Qualified Investors"). Each person in the United Kingdom or a Member State who participates to the transaction referred to in this press release, and, to the extent applicable, any funds on behalf of which such person is participating to the transaction referred to in this press release, and that are located in the United Kingdom or a Member State will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor. For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129.

This press release is not intended to be made or otherwise made available to any retail investor in the EEA or the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of article 4(1) of MIFID II; or (ii) a customer within the meaning of directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MIFID II.

In addition, in the United Kingdom this press release is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments falling within article 19(5) of the financial services and markets act 2000 (financial promotion) order 2005, as amended (the "Order") and Qualified Investors falling within article 49(2)(a) to (d) of the Order, and (ii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons").

This press release must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any Member State, by persons who are not Qualified Investors. Any investment activity to which this press release relates is available only to (a) Relevant Persons in the United Kingdom and will be engaged in only with Relevant Persons in the United Kingdom and (b) Qualified Investors in Member States.

This press release is not addressed to, and not directed at, any consumer (consument / consommateur) within the meaning of the Belgian code of economic law (wetboek van economisch recht / code de droit économique), as amended. Each person who acquires Securities and, to the extent applicable, any funds on behalf of which such person is acquiring Securities will be deemed to have represented, acknowledged and agreed that it is not a consumer within the meaning of the Belgian code of economic law.

The Company and its affiliates expressly disclaim any obligation or undertaking to update, review or revise any statement contained in this press release whether as a result of new information, future developments or otherwise.

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