PRESS RELEASE: REGULATED INFORMATION
9 October 2018, 07:00 CEST
Disclosure of Outstanding Voting Securities
Mechelen, Belgium, 9 October 2018 – Biocartis Group NV (the ‘Company’ or ‘Biocartis’), an innovative molecular diagnostics company (Euronext Brussels: BCART), today announces that 29,500 new shares were issued as a result of the exercise of stock options (each stock option having the form of a warrant) under the 2013 Plan.
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 summarised as follows:
- Total outstanding share capital: EUR 513,545.88;
- Total outstanding voting securities: 51,354,588 shares;
- Total outstanding voting rights: 51,354,588 voting rights;
- Shares that can still be issued: 8,929,472 shares (each share entailing one voting right), of which:
- 523,255 shares can be issued upon the exercise of 523,255 outstanding stock options (each stock option having the form of a warrant) that are still outstanding under the ‘2013 Plan’ for employees, consultants and management members, entitling the holders thereof to acquire one new share per option
- 250,422 shares can be issued upon the exercise of 250,422 outstanding stock options (each stock option having the form of a warrant) that are still outstanding under the ‘2015 Plan’ for employees, consultants, management members and directors, entitling the holders thereof to acquire one new share per option;
- 1,340,000 shares can be issued upon the exercise of 1,340,000 outstanding stock options (each stock option having the form of a warrant) that are still outstanding under the ‘2017 Plan’ for the CEO, entitling the holder thereof to acquire one new share per option;
- 1,335,426 shares can be issued upon the exercise of 1,335,426 outstanding stock options (each stock option having the form of a warrant) that are still outstanding under the ‘2018 Plan’ for employees, consultants, management members and directors, entitling the holders thereof to acquire one new share per option; and
- 5,480,369 shares can be issued pursuant to a conversion option agreement entered into between Koninklijke Philips N.V. (‘Philips’) and the Company.
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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Manager Corporate Communications & Investor Relations Biocartis
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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(TM) 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 launched the Idylla(TM) platform in September 2014. Biocartis is developing and marketing a rapidly expanding test menu addressing key unmet clinical needs in oncology and infectious diseases. These areas represent respectively the fastest growing and largest segments of the MDx market worldwide. Today, Biocartis offers fifteen oncology tests and two infectious disease tests in Europe. More information: www.biocartis.com. Press Photo Library available here. Follow us on Twitter: @Biocartis_.
Biocartis and Idylla(TM) are registered trademarks in Europe, the United States and other countries. Biocartis trademark and logo and Idylla(TM) trademark and logo are used trademarks belonging to 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 labeling 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.
This press release may contain forward-looking statements. Such forward-looking statements are not guarantees of future performance. These forward-looking statements speak only as of the date of this press release. Biocartis expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-looking statements in this press release, except if specifically required to do so by law or regulation. You should not place undue reliance on forward-looking statements.
 The conversion option agreement allows Philips to convert certain royalty and other payments due to it up to a maximum of 10% of the then outstanding capital of the Company on a fully diluted post-money basis, but only if the Company has not yet made a lump sum payment in lieu of such royalty and other payments, and the conversion can only be exercised by Philips upon the acceptance of the exercise by the Company at its sole discretion. The number of 5,480,369 shares that can still be issued assumes that all outstanding warrants (entailing the issue of up to 3,449,103 new shares) have been exercised, it being understood that the actual number of shares issuable depends on a number of factors.