Mechelen, Belgium, 24 April 2015 – Biocartis Group NV (the “Company” or “Biocartis”), an innovative molecular diagnostics company, today announces the results of its initial public offering, launched on 15 April 2015 (the “Offering”).
The final offer price for the Offering has been set at EUR 11.50, giving the Company an initial market capitalization of EUR 450.2 million, or EUR 465.2 million, assuming the exercise in full of the Over-allotment option. Gross proceeds for the Company from the Offering amounted to EUR 100 million, or EUR 115 million, assuming the exercise in full of the Over-allotment Option.
More than EUR 650 million in demand was generated in the Offering. The order book has been built with strong local support both from institutional and retail investors, as well as a wide interest from a mix of long-term, specialist investors across continental Europe, the UK and the US.
“The closing of this Offering, a week ahead of schedule, at the top of the price range and more than EUR 650 million demand generated, underscores the strong belief in the potential of Biocartis and the appeal of our technology and strategy to institutional and retail investors, both in Belgium and internationally,”
Rudi Pauwels, Chief Executive Officer of Biocartis, commented.
“We are delighted with this enthusiasm, and want to thank all our new investors for their support.”
Hilde Windels, Managing Director and Chief Financial Officer of Biocartis, added:
“This is a great testament to the quality of the science and technology at Biocartis and to the opportunities which precision medicine presents us. This successful fundraising gives us the support we need to deliver on these opportunities by ramping up our R&D and global commercial offerings for our unique Idylla™ system and we look forward to this exciting next stage in the Company’s development.”
Results of the Offering
- The final offer price for the Offering is set at EUR 11.50 (the “Offer Price”).
- The Offering ended on 23 April 2015 4:00 pm (CEST).
- The total number of shares issued in the Offering amounts to 8,695,652 new shares of the Company (the “New Shares”).
- In addition, an over-allotment option to subscribe to up to 1,304,347 additional new shares at the Offer Price, equivalent to EUR 15.0 million, has been granted to KBC Securities NV/SA, as stabilisation manager, on behalf of KBC Securities NV/SA, Kempen & Co N.V. and Petercam NV/SA, to cover over-allotments or short positions, if any, in connection with the Offering (the “Over-allotment Option”, and the additional new shares issued pursuant to the Over-allotment Option and the New Shares collectively being referred to as the “Offered Shares”). The Over-Allotment Option will be exercisable for a period of 35 days following the Listing Date (as defined below). The Company will announce if and when the Over-allotment Option is exercised.
- 1,597,579 shares, representing approximately 16.0 % of the Offered Shares in the Offering, have been placed with retail investors in Belgium. The allocation table applicable for shares applied for by retail investors can be found below. The average number of shares that was allocated to other investors (excluding certain existing shareholders of the Company that committed to subscribe for an aggregate amount of EUR 21,512,800) amounts to approximately 14%.
- The gross proceeds for the Company amount to EUR 100.0 million or EUR 115.0 million assuming the exercise in full of the Over-allotment Option. The implied market capitalization of Biocartis is approximately EUR 450.2 million or approximately EUR 465.2 million assuming the exercise in full of the Over-allotment Option.
- Trading of Biocartis’ shares on the regulated market of Euronext Brussels under the symbol “BCART” is expected to commence, on an “if-and-when-issued and/or delivered” basis, on 27 April 2015 (the “Listing Date”). Payment and delivery of the shares will occur on 28 April 2015, subject to the successful closing of the Offering.
- Certain existing shareholders of the Company that committed to subscribe for an aggregate amount of EUR 21,512,800 in the Offering at the Offer Price, subject to the closing of the Offering, will be allocated all of the shares that he or she committed to subscribe for, representing 1,870,673 shares.
- KBC Securities acted as Sole Global Coordinator in the Offering, KBC Securities, Kempen & Co and Petercam acted as Joint Bookrunners.
The shares applied for by retail investors will be allotted according to the allocation table below.
For more information, please contact:
Rudi Pauwels, CEO/Hilde Windels, CFO
+32 15 632 600
Consilium Strategic Communications
Amber Bielecka/Jessica Hodgson/Chris Welsh/Laura Thornton
+44 (0) 203 709 5701 (London, UK)
Biocartis is an innovative commercial stage molecular diagnostics (MDx) company providing next generation diagnostic solutions aimed at improving clinical practice for the benefit of patients, clinicians, payers and industry. The Company’s proprietary MDx Idylla™ platform is a fully automated, real-time PCR (Polymerase Chain Reaction) system which offers accurate, highly-reliable molecular information from virtually any biological sample in virtually any setting. Idylla™ addresses the growing demand for personalized medicine by allowing fast and effective treatment selection and treatment progress monitoring.
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 estimated US$5 billion MDx market1 which is expected to grow to approximately US$8 billion in 2018.1
Biocartis employs approximately 200 people and is headquartered in Mechelen, Belgium. Further information can be found at: www.biocartis.com
The information contained in this announcement is for general information only and does not purport to be full or complete. This announcement does not constitute, or form part of, an offer to sell or issue, or any solicitation of an offer to purchase or subscribe for shares, and any purchase of, subscription for or application for, shares in the Company to be issued in connection with the Offering should only be made on the basis of information contained in the prospectus that was made available by the Company (the “Prospectus”) and any supplements thereto, as the case may be. This announcement is not a Prospectus. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the Prospectus. The Prospectus contains detailed information about the Company and its management, risks associated with investing in the Company, as well as financial statements and other financial data. This announcement cannot be used as basis for any investment agreement or decision.
This announcement is not for distribution, directly or indirectly, in or into the United States and does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “US Securities Act”) and may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the US Securities Act. The Company has not registered, and does not intend to register, any portion of the Offering of the Offered Shares in the United States, and does not intend to conduct a public offering of securities in the United States.
This announcement is only addressed to and directed at persons in member states of the European Economic Area (“EEA”) other than Belgium who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant Member State of the European Economic Area) and any implementing measure in each relevant Member State of the EEA (the “Prospectus Directive”) (“Qualified Investors”). In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and Qualified Investors falling within Article 49(2)(a) to (d) of the Order, and (ii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). The Offering will only be available to, and any invitation, offer or agreement to subscribe for, purchase, or otherwise acquire securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
The contents of this announcement include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes”, “estimates,” “anticipates”, “expects”, “intends”, “may”, “will”, “plans”, “continue”, “ongoing”, “potential”, “predict”, “project”, “target”, “seek” or “should”, and include statements the Company makes concerning the intended results of its strategy. By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance. The Company’s actual results may differ materially from those predicted by the forward-looking statements. The Company undertakes no obligation to publicly update or revise forward-looking statements, except as may be required by law.
The date of completion of listing on Euronext Brussels may be influenced by things such as market conditions. There is no guarantee that such listing will occur and you should not base your financial decisions on the Company’s intentions in relation to such listing at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of the shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.
No announcement or information regarding the Offering or the Offered Shares may be disseminated to the public in jurisdictions outside of Belgium where a prior registration or approval is required for such purpose. No steps have been taken, or will be taken, for the Offering of shares of the Company in any jurisdiction outside of Belgium where such steps would be required. The issue, the subscription for or purchase of shares of the Company are subject to special legal or statutory restrictions in certain jurisdictions. The Company is not liable if the aforementioned restrictions are not complied with by any person.
KBC Securities NV, Kempen & Co N.V. and Petercam NV (the “Underwriters”) are acting for the Company and no one else in relation to the Offering, and will not be responsible to anyone other than the Company for providing the protections offered to their respective clients nor for providing advice in relation to the Offering.
The Company assumes responsibility for the information contained in this announcement. None of the Underwriters 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 its respective subsidiaries or associated companies, 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.
In connection with the Offering, KBC Securities NV will act as stabilisation manager on behalf of the Underwriters (the “Stabilisation Manager”) and may engage in transactions that stabilise, maintain or otherwise affect the price of the shares or any options, warrants or rights with respect to, or other interest in, the shares or other securities of the Company for up to 30 days from the Listing Date (the “Stabilisation Period”). These activities may support the market price of the shares at a level higher than that which might otherwise prevail. Stabilisation will not be executed above the Offer Price. Such transactions may be effected on the regulated market of Euronext Brussels, in the over-the-counter markets or otherwise. The Stabilisation Manager and its agents are not required to engage in any of these activities and, as such, there is no assurance that these activities will be undertaken; if undertaken, the Stabilisation Manager or its agents may discontinue any of these activities at any time and they must terminate at the end of the 30-day period mentioned above. Within five business days of the end of the Stabilisation Period, the following information will be made public in accordance with article 5, §2 of the Belgian Royal Decree of 17 May 2007 on primary markets practices: (i) whether or not stabilisation was undertaken; (ii) the date at which stabilisation started; (iii) the date on which stabilisation last occurred; (iv) the price range within which stabilisation was carried out, for each of the dates on which stabilisation transactions were carried out; and (v) the final size of the Offering, including the result of the stabilisation and the exercise of the Over-allotment Option, if any.