PRESS RELEASE: REGULATED INFORMATION

28 November 2022, 17:45 CET

Expected Mandatory Conversion Bondholder Notification

Capitalised terms not otherwise defined in this notice shall have the meaning given to them in the Terms and Conditions of the Bonds.

Mechelen, Belgium, 28 November 2022 – This announcement constitutes a notice (the "Expected Mandatory Conversion Bondholder Notification") in accordance with, respectively, Condition 5(m)(v) of the terms and conditions of the 4.00% convertible bonds due 2024/2027 (the "Existing Convertible Bonds") and Condition 6(b)(v) of the terms and conditions of the 4.50% new second lien secured convertible bonds due 2024/2026 (the "New Convertible Bonds") (together, the "Terms and Conditions of the Bonds") issued by Biocartis Group NV (the "Company" or "Biocartis"), an innovative molecular diagnostics company (Euronext Brussels: BCART).

The Company today announces, that based on the information available to the Company as of the date of this announcement, the Recapitalisation Transactions Completion Date (as such term is defined in the Terms and Conditions of the Bonds) is expected to occur on 2 December 2022 (the "Expected Recapitalisation Transactions Completion Date").

If the Expected Recapitalisation Transactions Completion Date does not occur on 2 December 2022, or the Company obtains information that the Expected Recapitalisation Transaction Completion Date will occur on a later date, the Company will inform the Bondholders thereof by way of press release and a new Expected Mandatory Conversion Bondholder Notification.

In accordance with the Terms and Conditions of the Bonds, the occurrence of the Recapitalisation Transactions Completion Date will result in a number of consequences for the holders of the Existing Convertible Bonds and/or the New Convertible Bonds, including (but not limited to):

• the automatic extension of the Final Maturity Dates of such Bonds to 9 November 2026 (in the case of the New Convertible Bonds) and 9 November 2027 (in the case of the Existing Convertible Bonds);
  
• the start of the Bondholder Conversion Option Period for the New Convertible Bonds; and
  
• the Mandatory Conversion of 10% of the principal amount outstanding under each of the Existing Convertible Bonds and the New Convertible Bonds.
  

The aforementioned Mandatory Conversion will occur 10 Brussels business days after the Recapitalisation Transactions Completion Date. If the Recapitalisation Transactions Completion Date occurs on 2 December 2022 (as expected) the Mandatory Conversion Date (in the case of the New Convertible Bonds) and the Conversion Date (in the case of the Existing Convertible Bonds) (both as defined in the Terms and Conditions of the Bonds) would be Friday, 16 December 2022.

The Bondholders are reminded that, in accordance with the Terms and Conditions of the Bonds, the Bondholders will be required to complete certain formalities in order to obtain delivery of the shares issued pursuant to the aforementioned Mandatory Conversion. If the Recapitalisation Transactions Completion Date occurs on 2 December 2022 (as expected) the Cut-Off Date for completing such formalities would be Friday, 9 December 2022. Failure to comply with the formalities by the applicable deadlines will result in the relevant shares being sold by the Share Settlement Agent and the proceeds (if any, after deducting a.o. the costs of such procedure) being distributed rateably to the relevant Bondholders. In view thereof, the Company encourages the Bondholders that have not yet been in contact with the Company in the context of the Recapitalisation Transactions to contact the Company urgently. Upon occurrence of the Recapitalisation Transactions Completion Date, the Company will in its Mandatory Conversion Bondholder Notification provide further details on the exact formalities the Bondholders will need to comply with.

The Terms and Conditions of the Bonds can be consulted, subject to applicable legal restrictions, on .

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More information:
Renate Degrave
Head of Corporate Communications & Investor Relations Biocartis
e-mail        rdegrave@biocartis.com
tel             +32 15 631 729
mobile       +32 471 53 60 64

About Biocartis

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  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.

Important information

This announcement is not a prospectus for the purposes of Regulation 2017/1129, as amended (together with any applicable implementing measures in any Member State of the European Economic Area, the "Prospectus Regulation") or the Prospectus Regulation as it forms part of UK domestic law by virtue of the UK European Union (Withdrawal) Act 2018 and as amended by The Prospectus (Amendment etc.) (EU Exit) Regulations 2019 (each as amended) (the "UK Prospectus Regulation").

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS ANNOUNCEMENT IS FOR GENERAL INFORMATION ONLY AND DOES NOT FORM PART OF ANY OFFER TO SELL OR PURCHASE, OR THE SOLICITATION OF ANY OFFER TO SELL OR PURCHASE, ANY NEW BONDS, OUTSTANDING BONDS OR OTHER SECURITIES. THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFER, SALE AND PURCHASE OF THE NEW BONDS, NEW TERM LOANS OR THE OUTSTANDING BONDS DESCRIBED IN THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. ANY PERSONS READING THIS ANNOUNCEMENT SHOULD INFORM THEMSELVES OF AND OBSERVE ANY SUCH RESTRICTIONS.

There shall be no offer, solicitation, sale or purchase or exchange of the Existing Convertible Bonds or the New Convertible Bonds in any jurisdiction in which such offer, solicitation, sale, or purchase would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended from time to time (the "U.S. Securities Act") or the securities laws of any state of the United States, and may not be offered or sold in the United States unless these securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available.

Biocartis has not registered, and does not intend to register, any portion of the offering of the securities concerned in the United States, and does not intend to conduct a public offering of securities in the United States. This communication is only addressed to and directed at persons in member states of the European Economic Area (each a "Member States") and in the United Kingdom who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation and of the UK Prospectus Regulation, respectively ("Qualified Investors"). This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities referred to herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This announcement cannot be used as a basis for any investment agreement or decision. Biocartis is not liable if the aforementioned restrictions are not complied with by any person.