PRESS RELEASE: REGULATED INFORMATION
28 October 2022, 07:00 CEST
Invitation to the Extraordinary Shareholders’ Meeting
Mechelen, Belgium, 28 October 2022 – As the attendance quorum for certain items on the agenda of the extraordinary general shareholders' meeting ("EGM") of 27 October 2022 was not reached, Biocartis Group NV (the "Company" or "Biocartis"), an innovative molecular diagnostics company (Euronext Brussels: BCART), has the honor to invite its shareholders, holders of subscription rights, holders of convertible bonds, directors and statutory auditor to a second EGM which will be held on Monday 14 November 2022 at 2:00 p.m. CEST at the offices of the Company at Generaal de Wittelaan 11B, 2800 Mechelen, Belgium. The legally required attendance quorum to validly deliberate and vote on items 2 to 6 of the agenda of the extraordinary general shareholders' meeting, which was held on 27 October 2022, was not reached. There will be no attendance quorum for this EGM.
At the EGM, shareholders will be requested to approve various aspects of the comprehensive recapitalization transaction which was announced by the Company on 1 September 2022. The Company believes that such transaction is an important milestone for the Company to secure the financing necessary for its future growth which benefits all of its stakeholders and therefore encourages shareholders to grant the necessary consents to implement it.
All proposed resolutions submitted to the EGM require an approval by a majority of 75% of the votes validly cast by the shareholders. In the event that the shareholders do not approve the proposed resolutions, the recapitalization transaction will not complete in full, the Company will not be recapitalized, various fees and expenses will need to be paid by the Company, certain terms of the proposed new convertible terms loans become more restrictive, and the Company will need to consider alternative arrangements, which may not be available on time or at all. The proposal to approve and ratify certain change of control clauses in the legal documentation regarding the recapitalisation transactions was already approved by the EGM held on 27 October 2022.
It is currently envisaged that the Company will be legally allowed to organize its EGM at its offices at Generaal de Wittelaan 11B, 2800 Mechelen, Belgium, and that the holders of securities of the Company will be allowed to physically attend the meeting as set out in the convening notice. However, the evolution of the COVID-19 pandemic is uncertain and the Belgian government may again impose measures which may have an impact on the organization of the EGM, such as imposing limitations on the number of people allowed to attend gatherings. The Company will monitor the situation and potential measures in light of the COVID-19 pandemic, and may provide further updates that are relevant or have an impact on the EGM on the Biocartis website.
In order to be admitted to the EGM, the holders of securities issued by the Company must comply with Article 7:134 of the Belgian Code of Companies and Associations and the articles of association of the Company, and fulfill the formalities described in the convening notice. The convening notice and other documents relating to the EGM can be consulted on the website of the Company.
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Head of Corporate Communications & Investor Relations Biocartis
tel +32 15 631 729
mobile +32 471 53 60 64
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.
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.