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
NEWS RELEASE – REGULATED INFORMATION
22 April 2021, 10:00 p.m. CET
MDxHealth announces listing of 9,639,489 existing shares on Euronext Brussels following the January 2021 Capital Increase
IRVINE, CA, and HERSTAL, BELGIUM – 21 April 2021 – MDxHealth SA (Euronext Brussels: MDXH) (the “Company” or “MDxHealth“) a commercial-stage innovative molecular diagnostics company, announces today that 9,639,489 existing shares have been admitted to listing and trading on the regulated market of Euronext Brussels.
The 9,639,489 shares were issued by the Company on 26 January 2021 as part of an aggregate of 27,777,777 newly issued shares that were placed via a private placement through an accelerated book building procedure. The 27,777,777 newly issued shares were issued pursuant to a capital increase in cash that was decided by the Company’s board of directors within the framework of the authorised capital with dis-application of the preferential subscription rights of existing shareholders of the Company and, in so far as required, of existing holders of subscription rights (share options) issued by the Company. All of the newly issued shares were issued at a (gross) issue price of EUR 0.90 per newly issued share. Of the 27,777,777 newly issued shares, 18,138,288 newly issued shares were immediately admitted to listing and trading on the regulated market of Euronext Brussels upon their issuance, while the 9,639,489 shares, were not immediately admitted to listing trading on the regulated market of Euronext Brussels upon their issuance (as their admission to listing and trading was subject to the approval of a listing prospectus).
A listing prospectus has been approved by the Belgian Financial Services and Markets Authority on 20 April 2021 with respect to the aforementioned 9,639,489 shares (the “Prospectus“). The Prospectus is available in Belgium at no cost at the Company’s registered office, located at CAP Business Center, Zone Industrielle des Hauts-Sarts, Rue d’Abhooz 31, 4040 Herstal, Belgium. Subject to country restrictions, the Prospectus is also available on the following website: click here. The approval of the Prospectus should not be understood as an endorsement of the 9,639,489 existing shares admitted to listing and trading on the regulated market of Euronext Brussels.
Trading of the 9,639,489 shares on the regulated market of Euronext Brussels is expected to commence on 23 April 2021.
MDxHealth is a commercial-stage, innovative healthcare company that provides actionable molecular diagnostic information to personalize the diagnosis and treatment of cancer. The Company’s tests are based on proprietary genetic, epigenetic (methylation) and other molecular technologies and assist physicians with the diagnosis of urologic cancers, prognosis of recurrence risk, and prediction of response to a specific therapy. The Company’s European headquarters are in Herstal, Belgium, with laboratory operations in Nijmegen, The Netherlands, and US headquarters and laboratory operations based in Irvine, California. For more information, visit mdxhealth.com and follow us on social media at:
An investment in the relevant shares involves substantial risks and uncertainties. Prospective investors should read the entire Prospectus, and, in particular, should refer to the chapter “Risk Factors” beginning on page 8of the Prospectus for a discussion of certain factors that should be considered in connection with an investment in the relevant shares, including the risks that MDxHealth’s sales of its ConfirmMDx and SelectMDx tests could continue to decline and the business may experience other adverse effects due to the ongoing novel coronavirus (COVID-19) pandemic, that MDxHealth has a history of losses, and expects to incur net losses in the future and may never achieve profitability, that the molecular diagnostics industry is highly competitive and characterised by rapid technological changes and that MDxHealth may be unable to keep pace with its competitors. All of these factors should be considered before investing in the relevant shares. Prospective investors must be able to bear the economic risk of an investment in the relevant shares and should be able to sustain a partial or total loss of their investment.
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The MDxHealth logo, MDxHealth, ConfirmMDx and SelectMDx are trademarks or registered trademarks of MDxHealth SA (the “Company” or “MDxHealth”). All other trademarks and service marks are the property of their respective owners.
This announcement contains forward-looking statements and estimates with respect to the anticipated future performance of MDxHealth and the market in which it operates. Such statements and estimates are based on assumptions and assessments of known and unknown risks, uncertainties and other factors, which were deemed reasonable but may not prove to be correct. Actual events are difficult to predict, may depend upon factors that are beyond the Company’s control, and may turn out to be materially different. MDxHealth expressly disclaims any obligation to update any such forward-looking statements in this release to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based unless required by law or regulation. You should not place undue reliance on forward-looking statements, which reflect the opinions of MDxHealth only as of the date of this announcement.
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 of MDxHealth. Any trading in shares in connection with the listing and admission to trading on the regulated market of Euronext Brussels should only be made on the basis of information contained in the Prospectus in connection with the listing and admission to trading on the regulated market of Euronext Brussels and any supplements thereto, as the case may be.
This announcement is not a prospectus. the information contained in this announcement is for general information only and does not purport to be full or complete. Any investors should not subscribe for any securities referred to in this document except on the basis of information contained in the Prospectus.
This announcement is not for distribution, directly or indirectly, in or into the United States. It does not constitute or form a part of any offer or solicitation to purchase or subscribe for relevant shares in the US. The relevant shares have not been and will not be registered under the US Securities Act of 1933, as amended from time to time (the “U.S. Securities Act”) and may not be offered or sold in the United States (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act or an exemption from the registration requirements of the U.S. Securities Act is available. The Company and its affiliates have not registered, and do not intend to register, the relevant shares under the U.S. Securities Act, and do not intend to conduct a public offering of the relevant shares in the United States.
This announcement is only addressed to and directed at persons in the United Kingdom and member states of the European Economic Area (the “EEA”) (each a “Member State”) who are “qualified investors” within the meaning of article 2(e) of 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 trading on a regulated market, and repealing Directive 2003/71/EC, as amended from time to time, to the extent implemented in the relevant Member State of the EEA) and any implementing measure in each relevant Member State of the EEA or, for the United Kingdom, as it forms part of retained EU law as defined in the EU (Withdrawal) Act 2018 (the “Prospectus Regulation”) (“Qualified Investors”), or such other investors as shall not constitute an offer to the public within the meaning of article 3.1 of the Prospectus Regulation. Each person in the United Kingdom or a Member State who initially acquires any relevant shares and, to the extent applicable, any funds on behalf of which such person is acquiring the relevant shares that are located in the United Kingdom or a Member State will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor.
In the United Kingdom this announcement is being distributed only to, and is directed only at, (i) persons 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 from time to time (the “Order”), (ii) high net worth entities etc. falling within article 49(2)(a) to (d) of the Order, and (iii) any other person to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”).
This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA other than the United Kingdom, by persons who are not qualified investors. Any investment or investment activity to which this document relates is available only to (a) Relevant Persons in the United Kingdom and will be engaged in only with Relevant Persons in the United Kingdom and (b) qualified investors in member states of the EEA (other than the United Kingdom).
This announcement is not for publication, distribution or release in, or into, directly or indirectly, the United States of America, Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would be prohibited by applicable law or require registration thereof in, such jurisdiction.
Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the securities referred to herein.
No action has been taken by MDxHealth that would permit an offer of MDxHealth’s shares or the possession or distribution of these materials or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. The release, publication or distribution of these materials in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions. The issue, sale, subscription for, or purchase of new shares of MDxHealth can be subject to special legal or statutory restrictions in certain jurisdictions. MDxHealth is not liable if the aforementioned restrictions are not complied with by any person.