Biocartis Group NV: Disclosure of outstanding voting securities
Total outstanding share capital: EUR 405,441.88;
Total outstanding voting securities: 40,544,188 shares;
Total outstanding voting rights: 40,544,188 voting rights;
Shares that can still be issued: 5,448,263 shares (each share entailing one voting right), of which:
* 904,172 shares can be issued upon the exercise of 904,172 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;
* 262,934 shares can be issued upon the exercise of 262,934 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;
* 67,000 shares can be issued upon the exercise of 67,000 warrants, called "WHC Warrants", granted to Whitemarsh Capital LLC, a commercial partner of Biocartis, with each warrant exercisable into one share;
* 4,177,829 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.
 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 4,177,829 shares that can still be issued assumes that all outstanding warrants (entailing the issue of up to 1,270,434 new shares) have been exercised, it being understood that the actual number of shares issuable depends on a number of factors.
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. Idylla(TM) addresses the growing demand for personalized medicine by allowing fast and effective treatment selection and treatment progress monitoring.
Biocartis launched the Idylla(TM) platform commercially in September 2014 together with its first assay to identify BRAF mutations in metastatic melanoma. In June 2015, the IdyllaTM KRAS Mutation Assay for colorectal cancer was launched, followed by the first infectious disease assay in November 2015, the Idylla(TM) Respiratory (IFV-RSV) Panel, developed in collaboration with Janssen Diagnostics. In December 2015, Biocartis launched the world's first fully automated liquid biopsy assay, together with its second tissue assay for colorectal cancer. 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. More information: www.biocartis.com.
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