Press Release Biocartis Group NV

Agreement regarding recapitalization of operating subsidiaries by secured by secured creditors and wind down of listed holding company - Seite 3

Trade creditors of Biocartis NV and Biocartis US Inc. are not expected to be impacted by the change in the parent entity.

The Transaction is expected to be completed by the end of the year, subject to receipt of certain regulatory approvals.

Following enforcement, Biocartis Group NV is expected to be wound down in an orderly fashion.

Shareholders of Biocartis Group NV will receive no distribution from the security enforcement and are expected to receive nothing at the time of its winding down.

Security Enforcement Steps by the Secured Creditors: The Transaction will be implemented through a security enforcement by the Secured Creditors, pursuant to which the Secured Creditors will incorporate the New Biocartis entity to be the new, unlisted holding company for Biocartis’s operating subsidiaries. New Biocartis will become the owner of all of the material assets of the current Biocartis group through a security enforcement over substantially all assets of the Company secured by liens (being, primarily, the shares of Biocartis NV and Biocartis US Inc. and cash and other working capital assets). Any remaining non-collateral assets of Biocartis Group NV may be disposed of post-enforcement, although these are not expected to be material.

Bondholders consent: More than 90% of the Bondholders have already provided binding support letters, which is sufficient to effect the Transaction by way of a written resolution pursuant to the terms of the Bonds. Those supporting Bondholders will receive a consent fee of 250bps (paid 50bps in cash and 200bps in equity in New Biocartis, together the "Consent Fee") and an “early bird” fee from New Biocartis at completion of the Transaction. Any Bondholders who have not yet consented will have until 25 October 2023 to provide their consent and be eligible for the Consent Fee from New Biocartis at the closing of the Transaction. Any such Bondholders should contact their brokers or the Company if they have not received the relevant documentation in the coming days.

First Lien Creditors: First lien obligations under the Company’s first lien convertible term loan facility (the “Existing First Lien Facility”) will be rolled over (on a cashless basis) into a new 3-year non-convertible term loan extended to New Biocartis at par (the “New First Lien Facility”) at completion of the Transaction. In connection with their consent to the Transaction, the First Lien Creditors will receive, at completion of the Transaction, certain fees from New Biocartis payable in kind, in equity of New Biocartis and equity warrants in New Biocartis. The interest rate of the New First Lien Facility will remain unchanged. The New First Lien Facility is callable at 103/101/par in years 1, 2, and 3, respectively. All other terms and conditions (including the scope of security) will be substantially the same as in the Existing First Lien Facility, including the EUR 10 million minimum liquidity financial covenant.