NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
26 October 2017 – Evolva (SIX: EVE) today publishes the final terms of the planned ordinary capital increase through a discounted rights offering expected to raise approximately CHF 65 million gross proceeds.
At today’s Extraordinary General Meeting (EGM), the Board of Directors of Evolva Holding SA will propose to increase the share capital through the issuance of up to 296,376,535 new registered shares at a nominal value of CHF 0.20 each. The new registered shares will be offered to existing shareholders of Evolva at a subscription price of CHF 0.22 per share. Existing shareholders will receive one subscription right for every registered share they hold on 30 October 2017 (after market close). 8 subscription rights will grant the right to subscribe to 5 new shares, subject to certain restrictions applicable to the rights offering, including restrictions under relevant securities laws.
Based on the assumption that the EGM will approve the proposal by the Board of Directors, the subscription rights will trade on SIX Swiss Exchange from 31 October 2017 until 6 November 2017, and will be exercisable from 31 October 2017 until 8 November 2017, 12:00 noon CET. Shares not sold in the rights offering may be sold in a subsequent offering. The listing and first trading day of the new registered shares on SIX Swiss Exchange is expected to occur on 10 November 2017 and the delivery of the new registered shares against payment of the subscription price is expected to occur on 13 November 2017. The offering and listing prospectus in connection with the rights offering will be published on 30 October 2017.
As announced on 2 October 2017, Evolva intends to raise a total amount of approximately CHF 80 million of new equity capital by way of two separate capital increases. Firstly, through private placements to Pictet Asset Management SA (“Pictet”) and Cologny Advisors LLP (“Cologny”) for CHF 21.1 million, which will be completed on or around 27 October 2017 and, secondly, through a discounted rights offering. Furthermore, the completion of the private placements is subject to the EGM approving the ordinary capital increase, in which case Pictet and Cologny have committed to fully exercise their rights to be allocated on their shares.
Evolva has agreed that, apart from existing employee participation plans and contractual obligations relating to the conversion agreement with Ventureast as well as earn-out payments in connection with the acquisition of Prosarix Ltd. in 2014, no additional shares will be issued or sold without the consent of the lead manager of the rights offering for a period of 180 days ending after the settlement of the rights issue.
The anticipated gross proceeds of approximately CHF 86 million from the private placements and the rights offering are intended to increase Evolva’s investment in research and development of existing and future ingredients in order to further improve yeast strain efficiency. In addition, in some cases Evolva needs to co-invest with the Contract Manufacturing Organisations in equipment, specific for Evolva’s products, such as nootkatone, resveratrol and valencene. And lastly, investment in the sales and marketing organization for the commercialisation of Evolva’s own products, as well as in regulatory and IP efforts with respect to existing and future products.
EXPECTED TIMETABLE FOR THE RIGHTS OFFERING
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Evolva solves the supply chain issues of nature through a 21st century mix of biotechnology and fermentation. We develop, make and sell natural ingredients that provide significant health, wellness and nutrition benefits to people in their daily life, but whose supply chain issues have limited their use until now. Our flagship ingredients are stevia, nootkatone and resveratrol. To make our world sustainable requires nature and technology to work together as one, and our aim is to play a (small) part in achieving this transformation. For more information see www.evolva.com. Questions about our approach? Have a look at our video.
This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. This document is not a prospectus within the meaning of Article 652a of the Swiss Code of Obligations, nor is it a listing prospectus as defined in the listing rules of the SIX Swiss Exchange AG or a prospectus under any other applicable laws. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. A decision to invest in securities of Evolva Holding SA should be based exclusively on the offering and listing prospectus to be published by Evolva Holding SA for such purpose. Copies of such offering and listing prospectus (and any supplements thereto) are available free of charge from Credit Suisse AG, Zurich, Switzerland (email: [email protected]). In addition, copies of such offering and listing prospectus (and any supplements thereto) are available free of charge in Switzerland from Evolva Holding SA, Duggingerstrasse 23, 4153 Reinach (phone: +41 61 485 2035; email: [email protected]).
This document and the information contained herein are not for publication, distribution or release in or into (directly or indirectly) the United States, Canada, Australia or Japan or any other jurisdiction in which the publication, distribution or release would be unlawful. This document does not constitute an offer of securities for sale in or into the United States, Canada, Australia or Japan.
This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities of Evolva Holding SA to which these materials relate have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will not be any public offering of securities in the United States.
This communication has not been approved by an authorized person in the United Kingdom. This communication is not being distributed to, and must not be passed on to, the general public in the United Kingdom. This communication is only being distributed to and is only directed at persons within the United Kingdom who: (i) are persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in 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 bodies corporate, unincorporated associations, partnerships, trustees of high value trusts and other persons as described in Article 49(2)(a)-(d) of the Order; or (iii) persons to whom it would otherwise be lawful to distribute it to are outside the United Kingdom (all such persons together being referred to as “Relevant Persons”). Any person who is not a Relevant Person should not act or rely on the following web pages or any of their contents. Any investment or investment activity, or controlled investment or controlled activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Evolva Holding SA’s securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons and certain other persons to whom it may lawfully be communicated.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any member state of the European Economic Area (each an “EEA Member State”) that has implemented Directive 2003/71/EC (as amended, including by Directive 2010/73/EU, and together with any applicable implementing measures in any EEA Member State, the “Prospectus Directive”) is only addressed to qualified investors in that EEA Member State within the meaning of the Prospectus Directive.
This publication may contain specific forward-looking statements, e.g., statements including terms like “believe”, “assume”, “expect”, “forecast”, “project”, “may”, “could”, “might”, “will” 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 Evolva Holding SA and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Evolva Holding SA assumes no responsibility to up-date for-ward-looking statements or to adapt them to future events or developments.