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Press release Biocartis Group NV: Biocartis launches a rights offering (with extra-legal preferential rights for existing shareholders) of a maximum of 33,476,932 offered shares, amounting to a maximum of EUR 25,107,699.00

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PRESS RELEASE: INSIDE INFORMATION / REGULATED INFORMATION

16 November 2022, 07:00 CET

Biocartis launches a rights offering (with extra-legal preferential rights for existing shareholders) of a maximum of 33,476,932 offered shares, amounting to a maximum of EUR 25,107,699.00

Warning: An investment in the Company's ordinary shares (the "Shares", including the Offered Shares (as defined below) and the new Shares issuable upon conversion of the Existing Convertible Bonds, upon conversion of the New Convertible Bonds, and upon contribution in kind of the payables under the First Lien Loan Agreement (all as defined below) ("New Shares")), the Preferential Rights and/or the Scrips (all as defined below) involves substantial risks and uncertainties and the investors could lose their investment. Prospective investors should read the entire Prospectus (as defined below), and, in particular, should refer to the chapter "Risk Factors" for a discussion of certain factors that should be considered in connection with an investment in the Shares, the Preferential Rights and/or the Scrips. Within each category of risk factors, the risks estimated to be the most material are presented first. The Company refers in particular to the risks that Biocartis does not have sufficient working capital to fund its operations and development activities, that Biocartis has incurred operating losses, negative operating cash flow and an accumulated deficit since inception and may never become profitable, that the commercial success of Biocartis will depend on the continued growth in market acceptance of the Idylla™ platform, the menu of Idylla™ and partner tests it offers and the relevance thereof, that Biocartis' past growth is not indicative (nor a guarantee) of future growth, that it may be unable to manage its growth effectively, and that it may not be successful in further growing its commercialization infrastructure, that any future capital increases by the Company (as the case may be, in the context of the Recapitalization Transactions (as defined below) that have been announced on 1 September 2022 (which could result in a dilution of existing shareholders of the Company of up to 80.97%)) could have a negative impact on the price of the Shares and could dilute the interests of existing shareholders, and that Biocartis might require substantial additional funding to respond to business challenges, take advantage of new business opportunities or repay or refinance its outstanding convertible bonds, which may not be available on acceptable terms, or at all. Potential investors should note that comments regarding material uncertainty regarding the Company's going concern were included in the reports of the Company's statutory auditor on the latest annual and interim financial statements. All of these factors should be considered before investing in the Shares (including the Offered Shares and the New Shares), the Preferential Rights and/or the Scrips. Prospective investors must be able to bear the economic risk of an investment in the Shares (including the Offered Shares and the New Shares), Preferential Rights and/or the Scrips, and should be able to sustain a partial or total loss of their investment. Each decision to invest in the Shares, Preferential Rights and/or the Scrips must be based on all information provided in the Prospectus.

Mechelen, Belgium, 16 November 2022 Biocartis Group NV (the "Company" or "Biocartis"), an innovative molecular diagnostics company (Euronext Brussels: BCART), today announces the launch of a public offering to existing shareholders of the Company and any holders of an extra-legal preferential right (the "Preferential Right") (such offering, the "Rights Offering") of up to EUR 25,107,699.00, through the issuance of up to 33,476,932 new ordinary Shares at an issue price of EUR 0.75 per new ordinary Share (the "Offered Shares"), on the basis of 4 Offered Shares per 7 Preferential Rights. Preferential Rights that are not exercised during the rights subscription period (the "Rights Subscription Period") will be converted into an equal number of scrips (the "Scrips") and will be offered up for sale through a private placement to institutional investors (the "Scrips Private Placement" and together with the Rights Offering, the "Offering").

Herman Verrelst, Chief Executive Officer of Biocartis, commented: "The launch of a rights offering today is a next important step in Biocartis' journey. We can build on strong operational performance, as we announced in our recent Q3 business update: we demonstrated continued strong growth of revenues in our core oncology business, coupled with the significant improvement of the gross margins of our Idylla™ products and a gradually reducing cash burn. From a financing point of view, the recapitalization as announced on 1 September 2022 will fundamentally improve our financial position. Having successfully executed the restructuring of our convertible debt in the past weeks, I am very pleased to now enter into the last stage of the refinancing with the launch of this EUR 25.1 million rights offering. Together with the new convertible term loan and the new convertible bond, this will provide for approximately EUR 66 million of gross proceeds, necessary to continue and execute our growth strategy towards profitability."


Offering

Rationale of the Offering

The Offering is part of the comprehensive recapitalization transactions that were announced by the Company on 1 September 2022 (the "Recapitalization Transactions"), and which were aimed at providing the Company with an opportunity to strengthen its cash position by approximately EUR 66 million (which would be the gross proceeds from the Recapitalization Transactions, including the Offering) and fundamentally improve its financial structure by extending the maturity of its bond debt from May 2024 to November 2026 (when the Company's new second lien secured convertible bonds (the "New Convertible Bonds") must be repaid) or November 2027 (when the Company's amended convertible bonds initially due 2024 (the "Existing Convertible Bonds") must be repaid), subject to certain conditions. The Offering was specifically requested by certain funds and accounts managed or advised by Highbridge Capital Management LLC ("Highbridge"), and certain funds managed or advised by Whitebox Advisors LLC (collectively, "Whitebox", and together with Highbridge, the "Lenders") (who held existing convertible bonds) as a condition for the renegotiation of the terms of the existing convertible bonds and the entering into the new secured loan agreement that was announced on 1 September 2022 (the "First Lien Loan Agreement"). This allows the Company to meet its undertaking towards the Lenders to raise new capital for an amount of not less than EUR 25 million.

The net proceeds from the Offering will be used to fund operating losses resulting from operating expenses and investments required (i) to fund research and development for product menu expansion and further development of the Idylla™ technology, (ii) to further bolster commercial infrastructure, and (iii) for working capital and general corporate purposes of the Company.

The Offering

Subject to applicable securities laws and on the terms set out in the Prospectus, each shareholder holding Shares of the Company at closing of Euronext Brussels on 16 November 2022 will be granted one Preferential Right per existing share in the Company held at that time. The Preferential Rights will be represented by coupon nr. 1 which will be separated from the underlying Shares on 16 November 2022 after closing of Euronext Brussels. The Preferential Rights are expected to trade on Euronext Brussels from 17 November 2022 up to and including 28 November 2022, at 4 p.m., and are expected to be listed on Euronext Brussels under the international securities identification number (ISIN) BE0970181849 and trading symbol "BIO01". The holders of Preferential Rights are entitled to subscribe for the Offered Shares at the ratio of 4 Offered Shares for 7 Preferential Rights (the "Ratio"). The subscription period for the Offered Shares will be from 17 November 2022 up to and including 28 November 2022, at 4 p.m. CET (the "Rights Subscription Period").

Any Preferential Rights that are not exercised during the Rights Subscription Period will be converted into an equal number of Scrips. The Scrips will be offered for sale in the Scrips Private Placement that is expected to start on or about 29 November 2022 and to end on the same date

The Company reserves the right to revoke or suspend the Offering, following consultation with the Underwriter (as defined below) if it determines that market conditions would make the Offering more difficult in a material way.

In connection with the Offering, the Company has obtained undertakings (the "Backstop Commitments") from certain new investors, pursuant to which these new investors have committed to subscribe for Offered Shares in the event that the Offering is not fully subscribed during the Rights Subscription Period or in the context of the Scrips Private Placement, and this for an amount of up to EUR 10.6 million, corresponding to approximately 42.22% of the Offering, subject to the terms and conditions set out in the relevant commitment letters. The Backstop Commitments are irrevocable and unconditional, subject however, to the completion of the Offering. The Company also entered into an equity commitment letter (the "Equity Commitment Letter") with KBC Securities NV (as 'Sole Global Coordinator and Sole Bookrunner') (the "Underwriter"), pursuant to which the Underwriter has agreed to subscribe for any Offered Shares that are not subscribed for in the Offering and that are not underwritten by new investors pursuant to the terms of the aforementioned Backstop Commitments, up to a maximum amount of EUR 14,507,699.00, subject to the terms and conditions of the Underwriting Agreement. Together, the Backstop Commitments and the commitment under the Equity Commitment Letter allow for the subscription for 100% of the Offered Shares to be issued in the Offering. No investor has been granted any preferential rights or rights of first refusal in priority to any participant in the Scrips Private Placement.


Key terms of the Offering

Preferential Rights: Subject to applicable securities laws and on the terms set out in the Prospectus, each Share will entitle its holder to receive one Preferential Right. The Preferential Right is represented by coupon nr. 1. The Preferential Rights will be detached from the existing Shares on 16 November 2022 after closing of Euronext Brussels and, provided that they are in dematerialized form, will be tradeable during the entire Rights Subscription Period on Euronext Brussels with international securities identification number (ISIN) BE0970181849.

Ratio: 4 Offered Shares for 7 Preferential Rights.

Issue price: EUR 0.75 per Offered Share. The Issue Price represents a discount to the closing price of 15 November 2022, (which amounted to EUR 1.39), of 46.04%. Based on the closing price, the theoretical ex-right price ("TERP") is EUR 1.16, the theoretical value of a Preferential Right is EUR 0.23, and the discount of the Issue Price compared to TERP is 35.19%. The TERP can be regarded as the theoretical price of the Shares following completion of the Offering. It is calculated by dividing the total value of shares held immediately prior to announcement and total value of the Offered Shares by the total number of shares that would be held on issue (and full take up) of Offered Shares.

Rights Subscription Period: The Rights Subscription Period shall run from 17 November 2022 up to and including 28 November 2022, at 4 p.m. CET. After the end of the Rights Subscription Period, the Preferential Rights may no longer be exercised or traded and, as a result, subscription requests received thereafter will be void.

Subscription procedure and costs: Subject to restrictions under applicable securities laws, investors holding Preferential Rights in dematerialized form (including Existing Shareholders) can, during the Rights Subscription Period, irrevocably subscribe to the Offered Shares directly at the counters of KBC Bank NV, CBC Banque, KBC Securities NV if they have a client account there, or indirectly through any other financial intermediary. Subscribers should inform themselves about any costs that these financial intermediaries might charge and which they will need to pay themselves. At the time of subscription, the subscribers should remit a corresponding number of Preferential Rights in accordance with the Ratio.

Scrips Private Placement: Preferential Rights that are not exercised during the Rights Subscription Period will be converted into an equal number of Scrips. The Scrips will be offered for sale through the Scrips Private Placement that is expected to start on or about 29 November 2022 and to end on the same date. Through such a procedure, a book of demand will be built to find a single market price for the Scrips. The net proceeds of the sale of the Scrips (the "Net Scrips Proceeds") (if any) will be divided proportionally between all holders of Preferential Rights who have not exercised them. If the Net Scrips Proceeds are less than EUR 0.01 per unexercised Preferential Right, the holders of Preferential Rights who have not exercised them are not entitled to receive any payment and, instead, the Net Scrips Proceeds will be transferred to the Company. If the Company announces that Net Scrips Proceeds are available for distribution to holders of unexercised Preferential Rights and such holders have not received payment thereof by 5 December 2022, such holders should contact their financial intermediaries (note: registered shareholders should contact the Company).

Admission to trading and place of listing of the Offered Shares: expected on 2 December 2022 on Euronext Brussels.

Announcement of the results: The results of the Rights Offering, including the subscriptions to the Offered Shares, will be made public by a press release before the market opening on or about 29 November 2022. The results of the subscription with Preferential Rights and with Scrips, the results of the sale of Scrips and the payment of the Net Scrips Proceeds will be published on or about 29 November 2022 by press release.

Payment and delivery of the Offered Shares: The payment of the subscriptions with dematerialized Preferential Rights is expected to take place on or around 2 December 2022 and will be done by debit of the subscriber's account with the same value date (subject to the relevant financial intermediary procedures). Payment of subscriptions with registered Preferential Rights will be done by payment into a blocked account of the Company, and must have reached such account by 28 November 2022, 4 p.m. Belgian time as indicated in the instruction letter from the Company.
The payment of the subscriptions in the Scrips Private Placement is expected to take place on or around 2 December 2022. The payment of the subscriptions in the Scrips Private Placement will be made by delivery against payment.
Delivery of the Offered Shares will take place on or around 2 December 2022. The Offered Shares will be delivered under the form of dematerialized Shares (booked into the securities account of the subscriber) or as registered Shares recorded in the Company's share register.

Lock-up and standstill arrangements: Within the framework of the Offering, the Company's directors, the Company's Chief Executive Officer and the Company's Chief Financial Officer agreed with the Underwriter to enter into a lock-up undertaking for a period ending on the 180th day following the closing of the Offering. During this period, the aforementioned persons shall not without the prior written consent of the Underwriter sell any of their Shares in the Company (subject to certain customary exceptions). Within the framework of the Offering, the Company will enter into a standstill undertaking for a period of 180 calendar days following the date of the Underwriting Agreement (subject to certain customary exceptions).

Taxation: The tax treatment depends on the individual circumstances of each investor and may change in the future. The general provisions are included in the Prospectus. The purchase and sale in the secondary market of both the Shares as well as the Preferential Rights prior to the end of the Rights Subscription Period is subject to the tax on stock exchange transactions. In Belgium, the applicable rate is 0.35% and the total amount is capped at EUR 1,600 per transaction and per party.

Rights to dividends: The Offered Shares will be entitled to a share in the results of the financial year that started on 1 January 2022 and of the following years.

Syndicate: KBC Securities NV acts as Sole Global Coordinator and Sole Bookrunner of the Rights Offering.


Key risk factors

Biocartis is subject to the following key risks in relation to Biocartis' business and industry:

Strategic and commercial risks

  • Biocartis' past growth is not indicative (nor a guarantee) of future growth. Biocartis may be unable to manage its growth effectively, and may not be successful in further growing its commercialization infrastructure.

  • The molecular diagnostics (MDx) industry is highly competitive and characterized by rapid technological changes, and Biocartis may be unable to keep pace with its competitors.

  • The commercial success of Biocartis will depend on the continued growth in market acceptance of the Idylla™ platform, the menu of Idylla™ and partner tests it offers and the relevance thereof.

  • Biocartis has entered into, and relies upon, a number of partnerships and alliances, including joint ventures, and the termination of such partnerships or alliances or disagreements with these partners, may have negative effects on Biocartis.

Operational risks

  • Biocartis may not be able to manufacture or outsource manufacturing of its products in sufficient quantities, in a timely manner or at a cost that is economically attractive.

  • Delays in the development of tests may occur and cause a slower availability of a broad and clinically relevant menu of tests, which may result in increased costs and/or jeopardize Biocartis' ability to obtain market acceptance and/or relevant marketing authorizations in line with its strategy. Biocartis may not be able to launch new tests as quickly as it anticipates.

  • Biocartis relies on multiple suppliers to produce the individual components required for its Idylla™ platform and Idylla™ tests, some of whom are single source suppliers, and any issues with suppliers may impact the ability of Biocartis to continue to supply its customers, lead to additional costs, or require additional managerial resources.

Legal and intellectual property related risks

  • Biocartis faces an inherent risk of product liability claims and may not have adequate insurance coverage.

  • If Biocartis fails to obtain patent protection for the products it develops or otherwise fails to maintain and adequately protect its intellectual property rights, Biocartis' business could suffer.

Regulatory risks

  • Biocartis' business could be significantly and negatively affected by substantial changes to government regulations, particularly in the European Union, the United Kingdom and the United States.

Financial risks

  • Biocartis does not have sufficient working capital to fund its operations and development activities.

  • Biocartis has incurred operating losses, negative operating cash flow and an accumulated deficit since inception and may never become profitable.

  • Biocartis might require substantial additional funding to respond to business challenges, take advantage of new business opportunities or repay or refinance its outstanding convertible bonds, which may not be available on acceptable terms, or at all.

Risks relating to the Offered Shares, the New Shares, the Preferential Rights, the Scrips, and the Offering

  • Any future capital increases by the Company (as the case may be, in the context of the Recapitalization Transactions) could have a negative impact on the price of the Shares and could dilute the interests of Existing Shareholders.

  • The market price of the Shares may fluctuate widely in response to various factors and may decline below the Issue Price.


Prospectus

Full details of the Offering will be included in the prospectus that has been prepared in connection with the Offering (the "Prospectus"). The Prospectus (including the summary) has been prepared in English and translated into Dutch. The Prospectus will be available in Belgium at no cost at the Company's registered office, located at Generaal de Wittelaan 11B, 2800 Mechelen, Belgium as from 16 November 2022. Subject to country restrictions, the Prospectus will also be available under the 'Investors' section on the following website: https://investors.biocartis.com/en; and www.kbc.be/biocartis2022.

As competent authority under 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 listing and trading on a regulated market, and repealing Directive 2003/71/EC, as amended from time to time (the "Prospectus Regulation"), the Belgian Financial Services and Markets Authority (the "FSMA") approved the English language version of the Prospectus on 15 November 2022 in accordance with article 20 of the Prospectus Regulation. The FSMA's approval does not imply any opinion by the FSMA on the suitability and the status of the Offered Shares, the Preferential Rights or the Scrips, or on the status of the Company, nor as an endorsement of the Company or of the quality of the Offered Shares, the Preferential Rights or the Scrips.

Expected timetable of the rights offering

Approval of the Prospectus by the FSMA

Tuesday 15 November 2022

Publication of the launch press release and availability to the public of the Prospectus

Wednesday 16 November 2022

Detachment of coupon nr. 1 (representing the Preferential Right) after closing of the markets

Wednesday 16 November 2022

Trading of Shares ex-Right

Thursday 17 November 2022

Opening of Rights Subscription Period

Thursday 17 November 2022

Listing of the Preferential Rights on Euronext Brussels

Thursday 17 November 2022

Payment Date for the Registered Preferential Rights exercised by subscribers

Monday 28 November 2022, at 4 p.m. CET

Closing Date of the Rights Subscription Period

Monday 28 November 2022, at 4 p.m. CET

End of listing of the Preferential Rights on Euronext Brussels

Monday 28 November 2022, at 4 p.m. CET

Announcement via press release of the result of the Rights Offering

Tuesday 29 November 2022

Suspension of trading of Shares

Tuesday 29 November 2022

Accelerated private placement of the Scrips

Tuesday 29 November 2022

Allocation of the Scrips and the subscription with Scrips

Tuesday 29 November 2022

Announcement via press release of the results of the subscription with Preferential Rights and with Scrips and the Net Scrip Proceed (if any) due to holders of coupons nr. 1 and end of suspension of trading of Shares

Tuesday 29 November 2022

Payment Date for the Dematerialized Preferential Rights exercised by subscribers

Friday 2 December 2022

Realization of the capital increase

Friday 2 December 2022

Delivery of the Offered Shares to the subscribers

Friday 2 December 2022

Listing of the Offered Shares on Euronext Brussels

Friday 2 December 2022

Payment to holders of non-exercised Preferential Rights

Monday 5 December 2022

--- END ---

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 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.

Warning

An investment in shares entails significant risks. Relevant investors are encouraged to read the Prospectus that the Company expects to publish after approval by the FSMA. This document is not a prospectus and investors should not subscribe for or purchase any Securities referred to herein except on the basis of the information contained in the Prospectus. Potential investors must read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Securities. This announcement and the approval of the Prospectus, as the case may be, should not be understood as an endorsement of the Securities offered or admitted to trading on a regulated market. The value of the Company's Securities can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the intended offering for the person concerned.

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

This announcement is not a prospectus for the purposes of 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 SECURITIES. THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFER, SUBSCRIPTION, SALE AND PURCHASE OF SECURITIES 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, subscription, purchase or exchange of Shares, Preferential Rights or Scrips (collectively, the "Securities") 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.

In addition to the public in Belgium, 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"). In addition, in the United Kingdom, 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.

The date of completion of Offering may be influenced by things such as market conditions. There is no guarantee that such completion will occur and a potential investor should not base their financial decisions on the Company's intentions in relation to such completion at this stage.

The Underwriter is acting for the Company and no one else in relation to the intended Offering, and will not be responsible to anyone other than the Company for providing the protections offered to its clients nor for providing advice in relation to the intended Offering.

The Company assumes responsibility for the information contained in this announcement. Neither the Underwriter nor any of its affiliates or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. The Underwriter and each of its affiliates accordingly disclaim, to the fullest extent permitted by applicable law, all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement or information. No representation or warranty express or implied, is made by the Underwriter or any of its affiliates as to the accuracy, completeness, verification or sufficiency of the information set out in this announcement, and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future.