Biocartis has the honor to invite its shareholders, holders of subscription rights, holders of convertible bonds, directors and statutory auditor to its extraordinary shareholders' meeting (‘EGM’) which will be held on Thursday 27 October 2022 at 2:00 p.m. CEST at the offices of the Company at Generaal de Wittelaan 11B, 2800 Mechelen, Belgium.
At the EGM, shareholders will be requested to approve various aspects of the comprehensive recapitalization transaction which was announced by the Company on 1 September 2022. The Company believes that such transaction is an important milestone for the Company to secure the financing necessary for its future growth which benefits all of its stakeholders and therefore encourages shareholders to grant the necessary consents to implement it.
There is an attendance quorum requirement of at least 50% of the outstanding shares for the majority of the items on the agenda of the EGM. All shareholders are encouraged to attend the meeting in order to reach the attendance quorum for these agenda items and avoid the convening of a second EGM which would take place on 14 November 2022.
The majority of the proposals submitted to the EGM require an approval by a majority of 75% of the votes validly cast by the shareholders. In the event that the shareholders do not approve the proposed resolutions, the recapitalization transaction will not complete in full, the Company will not be recapitalized, various fees and expenses will need to be paid by the Company, certain terms of the proposed new convertible terms loans become more restrictive, and the Company will need to consider alternative arrangements, which may not be available on time or at all.
In order to be admitted to the EGM, the holders of securities issued by the Company must comply with Article 7:134 of the Belgian Code of Companies and Associations and the articles of association of the Company, and fulfill the formalities described in the convening notice. The convening notice and other documents relating to the EGM can be consulted here.
The convening notice was also published in the online edition of the newspaper De Standaard here.