Reinach, Switzerland, 20 May 2010 – Evolva Holding SA (SIX: EVE) today announces the agenda items for the Annual General Meeting (AGM) on 10 June 2010. The invitation and agenda items have been published in the official publication organ of the Company and, including the Board of Directors' proposals, sent to registered shareholders.The following items are on the agenda for the meeting.
Regarding agenda item 4, Evolva has announced on 4 May that five of the seven current members of the Board of Directors will be available for re-election. Three new members will be proposed to the shareholders for election.
In order to enhance Evolva’s strategic and financial flexibility, the Board of Directors proposes in agenda item 7 to increase the authorised or conditional capital available for financing purposes pursuant to article 3a of the Articles of Association from CHF 2,800,000 to CHF 4,500,000 and to renew the authorisation to use this capital until 9 June 2012. This increase will enable the Company to respond quickly to potential strategic or financing opportunities.
Agenda item 8 concerns a renewal and increase of the authorised capital pursuant to article 3b of the Articles of Association available for internal group reorganisation purposes. This authorised capital was first introduced at the Extraordinary General Meeting on 26 November 2009 in connection with the intended conversion of a direct participation of Ventureast Trustee Company (P) Limited (“Ventureast”) and APIDC Venture Capital (P) Limited (“APIDC”) in Evolva Biotech (P) Limited (“Evolva India”) into a participation in Evolva SA, which immediately thereafter shall be converted into a participation in Evolva Holding SA.
In December 2009 (prior to the combination of Evolva SA and Arpida Ltd), Ventureast and APIDC committed to make an additional investment of CHF 5 million in Evolva India. This additional investment has to be converted into shares in Evolva Holding SA at the same conditions as those investments made in course of the December 2009 financing round of Evolva SA. In order to enable a smooth conversion of the direct participation in Evolva India, the Board of Directors asks the shareholders to increase the authorised capital pursuant to article 3b of the Articles of Association from currently 1,996,650 to 9,406,510 shares. As described in the Company’s Listing Prospectus of 11 December 2009, the above conversion will require a total of 10,997,880 Evolva Holding SA shares. The Company intends to use the requested 9,406,510 shares from authorised capital, as well as 1,591,370 treasury shares it already owns, for this conversion. After this conversion, which is expected to take place within the next 12 months, Evolva India will be a 100%-subsidiary within the Evolva group, compared with 59% currently.
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| Neil Goldsmith, CEO | Jakob Dynnes Hansen, CFO | Paul Verbraeken, IR |
| neilg@evolva.com | jakobdh@evolva.com | paulv@evolva.com |
| + 41 61 485 2005 | + 41 61 485 2034 | + 41 61 485 2035 |
Evolva's proprietary discovery technology platform uses a “disruptive” technological approach to the creation of novel small compounds that differs sharply from the prevailing synthetic chemistry and protein engineering approaches in the pharmaceutical industry today. Based on this technology, Evolva has a number of discovery and pre-clinical partnerships which in 2009 generated revenues of CHF 18.9 million. Evolva also has an attractive pipeline of compounds – one drug candidate (for renal and cardiovascular diseases) entered Phase I at the beginning of 2009, and two others (an anti-fungal and an anti-viral) are in late preclinical stages. Evolva is listed in the main standard of the SIX Swiss Exchange with the ticker EVE. For more information see www.evolva.com.
This press release contains specific forward-looking statements, e.g. statements including terms like believe, assume, expect or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties readers should not place undue reliance on forward-looking statements. The company assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.