Press release Biocartis Group NV: LISTING OF THE EUR 150 MILLION SENIOR UNSECURED CONVERTIBLE BONDS DUE 9 MAY 2024
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA OR IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.PRESS RELEASE: REGULATED INFORMATION
14 November 2019, 07:02 CETLISTING OF THE EUR 150 MILLION SENIOR UNSECURED CONVERTIBLE BONDS DUE 9 MAY 2024Mechelen, Belgium, 14 November 2019 – Biocartis Group NV (“Biocartis” or the “Company”), an innovative molecular diagnostics company (Euronext Brussels: BCART), announces today that the EUR 150 million 4.00% convertible bonds due 2024 (ISIN: BE0002651322) (the “Convertible Bonds”) have been admitted to trading and listing on the regulated market of Euronext Brussels. Trading of the Convertible Bonds on the regulated market of Euronext Brussels is expected to commence on or around 15 November 2019.A listing prospectus has been approved by the Belgian Financial Services and Markets Authority (“FSMA”) on
5 November 2019 (the “Prospectus”). The Prospectus is available in Belgium at no cost at the Company’s registered office, located at Generaal de Wittelaan 11B, 2800 Mechelen, Belgium. Subject to country restrictions, the Prospectus is also available on the following website: https://investors.biocartis.com/en.—– END —-More information:
Head of Corporate Communications & Investor Relations Biocartis
tel +32 15 631 729 | mobile +32 471 53 60 64About 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 in oncology. This represents the fastest growing segment of the MDx market worldwide. Today, Biocartis offers tests supporting melanoma, colorectal and lung cancer. 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. 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. Please refer to the product labelling for applicable intended uses for each individual Biocartis product. 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. Important informationThe Convertible Bonds are debt instruments. Investing in the Convertible Bonds involves risks. Investors in the Convertible Bonds lend money to the Company which undertakes to pay interest on a semi-annual basis and to pay the principal amount at maturity. In addition, each Convertible Bond shall entitle the investor to convert such Convertible Bond into existing and/or new ordinary shares of the Company. In case of bankruptcy or default of payment of the Issuer, the risk exists that the investors do not recover amounts due to them and that they suffer a total or partial loss of their investment. The Convertible Bonds are meant for investors who are able to assess the risks based on their knowledge and financial experience. Any decision to invest in the Convertible Bonds must be based on the entire information provided in the Prospectus, including the section “Risk factors”.THIS ANNOUNCEMENT DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR CONVERTIBLE BONDS OF BIOCARTIS GROUP NV (THE “COMPANY”). ANY TRADING IN CONVERTIBLE BONDS IN CONNECTION WITH THE LISTING AND ADMISSION TO TRADING ON THE REGULATED MARKET OF EURONEXT BRUSSELS SHOULD ONLY BE MADE ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS IN CONNECTION WITH THE LISTING AND ADMISSION TO TRADING ON THE REGULATED MARKET OF EURONEXT BRUSSELS AND ANY SUPPLEMENTS THERETO, AS THE CASE MAY BE (THE “PROSPECTUS”).THIS ANNOUNCEMENT IS NOT A PROSPECTUS. THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT PURPORT TO BE FULL OR COMPLETE. INVESTORS SHOULD NOT SUBSCRIBE FOR ANY SECURITIES REFERRED TO IN THIS DOCUMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS. THE PROSPECTUS CONTAINS DETAILED INFORMATION ABOUT THE COMPANY AND ITS BUSINESS, MANAGEMENT, RISKS ASSOCIATED WITH INVESTING IN THE COMPANY, AS WELL AS FINANCIAL STATEMENTS AND OTHER FINANCIAL DATA. THIS ANNOUNCEMENT CANNOT BE USED AS BASIS FOR ANY INVESTMENT AGREEMENT OR DECISION.THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE U.S. OR TO ANY U.S. PERSON WITHIN THE MEANING OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). IT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE U.S. THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE U.S., EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. THE COMPANY HAS NOT REGISTERED, AND DOES NOT INTEND TO REGISTER, ANY PORTION OF THE SECURITIES MENTIONED HEREIN IN THE U.S., AND DOES NOT INTEND TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE U.S.THIS ANNOUNCEMENT IS ONLY ADDRESSED TO AND DIRECTED AT PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (“EEA”) WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION 2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 14 JUNE 2017 ON THE PROSPECTUS TO BE PUBLISHED WHEN SECURITIES ARE OFFERED TO THE PUBLIC OR ADMITTED TO TRADING ON A REGULATED MARKET, AND REPEALING DIRECTIVE 2003/71/EC (THE “PROSPECTUS REGULATION”). IN ADDITION, IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS ONLY ADDRESSED TO AND DIRECTED AT (I) PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN THE DEFINITION OF “INVESTMENT PROFESSIONALS” IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”), (II) HIGH NET WORTH ENTITIES, ETC. FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (III) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). ANY INVITATION, OFFER OR AGREEMENT TO SUBSCRIBE FOR, PURCHASE, OR OTHERWISE ACQUIRE CONVERTIBLE BONDS WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS ANNOUNCEMENT OR ANY OF ITS CONTENTS.THE CONVERTIBLE BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA. 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 2002/92/EC (AS AMENDED OR SUPERSEDED), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II. CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED (THE “PRIIPS REGULATION”) FOR OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN, OR INTO, THE U.S., AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE PROHIBITED BY APPLICABLE LAW.ACQUIRING INVESTMENTS TO WHICH THIS ANNOUNCEMENT RELATES MAY EXPOSE AN INVESTOR TO A SIGNIFICANT RISK OF LOSING THE ENTIRE AMOUNT INVESTED. PERSONS CONSIDERING SUCH INVESTMENTS SHOULD CONSULT AN AUTHORISED PERSON SPECIALISING IN ADVISING ON SUCH INVESTMENTS. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION CONCERNING THE CONVERTIBLE BONDS. THE VALUE OF THE CONVERTIBLE BONDS (AND THE UNDERLYING SHARES) CAN DECREASE AS WELL AS INCREASE. POTENTIAL INVESTORS SHOULD CONSULT A PROFESSIONAL ADVISOR AS TO THE SUITABILITY OF THE CONVERTIBLE BONDS FOR THE PERSON CONCERNED.NO ACTION HAS BEEN TAKEN BY THE COMPANY THAT WOULD PERMIT AN OFFER OF COMPANY’S CONVERTIBLE BONDS OR THE POSSESSION OR DISTRIBUTION OF THESE MATERIALS OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO SUCH CONVERTIBLE BONDS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. THE RELEASE, PUBLICATION OR DISTRIBUTION OF THESE MATERIALS IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW AND THEREFORE PERSONS IN SUCH JURISDICTIONS INTO WHICH THEY ARE RELEASED, PUBLISHED OR DISTRIBUTED, SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS. THE ISSUE, SALE, CONVERSION, SUBSCRIPTION FOR, OR PURCHASE OF CONVERTIBLE BONDS OF THE COMPANY CAN BE SUBJECT TO SPECIAL LEGAL OR STATUTORY RESTRICTIONS IN CERTAIN JURISDICTIONS. THE COMPANY IS NOT LIABLE IF THE AFOREMENTIONED RESTRICTIONS ARE NOT COMPLIED WITH BY ANY PERSON.