Evolva to raise up to CHF 31.3 million

CHF 28.5 million committed by Cargill, investors, Evolva’s board and management

06. Mar 2013

Reinach, Switzerland, 6 March 2013 — Evolva Holding SA (SIX: EVE, “Evolva” or the “Company”) today announces the start of its capital increase. Evolva will raise up to CHF 31.3 million by means of a rights issue to existing shareholders. The new shares will be priced at CHF 0.60 per share. Due to the high level of demand from international institutional investors, the Company has decided to increase the size of the financing from the previously indicated level of CHF 10-20 million to the currently expected CHF 31.3 million.

As part of the financing, Cargill has committed to invest up to CHF 5 million in the capital increase as part of its collaboration with Evolva on steviol glycosides, announced today. Cargill is an international producer and marketer of food, agricultural, financial and industrial products and services. In addition, financial investors have committed by way of binding commitment agreements to invest a total of up to CHF 23.1 million, while members of Evolva’s Board and management team have indicated that they will invest up to a further CHF 0.4 million. In total, CHF 28.5 million (91% of the maximum raise) has been pre-committed, subject to clawback under the rights issue by current Evolva shareholders.

In accordance with Evolva’s Articles of Association, current shareholders have a pre-emptive right to subscribe to the newly issued shares, with each shareholder having the right to purchase 3 new shares, at a price of CHF 0.60 per share, for every 10 shares held as of 11 March 2013, after the close of the market. The pre-emptive rights will not be tradable. Rights not taken up by current Evolva shareholders will be at the Company’s disposal and the corresponding shares will be made available to Cargill and other investors that have entered into commitment agreements, at a price of CHF 0.60 per share.

The funds raised will be used by Evolva to develop and commercialise its existing products, to strengthen its negotiating position in future partnerships and to invest in its technology platform. Based on current budgets and expectations, Evolva believes that the funds will allow it to approach break-even over the next few years.

Evolva CEO, Neil Goldsmith, said, “We are very pleased with the high level of pre-commitments for our capital increase, both in terms of the quality of the investors in the United States as well as Europe, and with respect to the amount committed. In particular Cargill’s intention to become a shareholder in Evolva is a clear sign of their confidence and commitment. Based on the loyal support of our current shareholders and the commitments made by additional blue chip investors, we are optimistic about the outcome of this financing round.”

The following timetable is expected for the capital increase:

11 March 2013 Last trading day in existing shares with rights
12 March 2013 First trading day in existing shares ex-rights
12 March 2013 Start of rights exercise period
19 March 2013, 12.00 CET End of rights exercise period
21 March 2013 Listing of new shares from rights issue
25 March 2013 Payment and settlement

If fully subscribed, the rights issue is expected to result in the issuance of up to 52.2 million new registered shares stemming from Evolva’s authorised capital, with a nominal value of CHF 0.20 each. In addition, Evolva SA, a subsidiary of the Company, will subscribe to 14 million new shares which will be used as treasury shares to honour the Company’s obligations under two existing arrangements: 8 million shares for the conversion agreement with Ventureast (further details in 2011 annual report page 28) and 6 million shares for the Standby Equity Distribution Agreement with YA Global (SEDA, see press release of 15 August 2011). The shareholders’ meeting of 9 May 2012 approved the issuance of up to 77 million shares for financing purposes pursuant to article 3abis of the Company’s Articles of Association. At the end of February 2013, the nominal value of the Company’s issued share capital amounted to CHF 34,809,648.00 divided into 174,048,240 shares.

Other than the binding pre-commitments received from new and existing investors in respect of CHF 28.5 million, the rights issue is not underwritten. Piper Jaffray Ltd. is acting as financial advisor to the Company.

Evolva’s shareholders will receive additional information via their bank or broker in the coming days. The prospectus related to this capital increase is available free of charge at Evolva (+41 (0)61 485 2035, email [email protected]).

– Ends –

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About Evolva

Evolva’s mission is to discover and provide innovative, sustainable ingredients for health, nutrition and wellness. Evolva uses biosynthetic and evolutionary technologies to create and optimise small molecule compounds and their production routes. Our approach differs from that of the mainstream in the pharmaceutical and chemical industries. We are active in pharma (infectious disease and complications of diabetes) as well as in consumer healthcare and nutrition (food ingredients, personal care and crop protection). In both areas we have partnered projects as well as proprietary programmes. For more information see www.evolva.com.

 

Contact Details
Evolva

Neil Goldsmith, CEO Jakob Dynnes Hansen, CFO Paul Verbraeken, IR
[email protected] [email protected] [email protected]
+ 41 61 485 2005 + 41 61 485 2034 + 41 61 485 2035
This document does neither constitute an offer to buy or to subscribe for securities of Evolva Holding SA nor a prospectus within the meaning of applicable Swiss law. Investors should make their decision to buy or to subscribe to securities solely based on the official offering and listing prospectus which will be published by Evolva Holding SA. Investors are furthermore advised to consult their bank or financial adviser before making any investment decision. 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 the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. The company assumes no responsibility to update forward-looking statements or to adapt them to future events or developments. This document does not constitute a prospectus pursuant to article 652a and|or 1156 of the Swiss Code of Obligations or article 27 et seqq.. of the listing rules of the SIX Swiss Exchange Ltd.. A decision to invest in securities of Evolva Holding SA should be based exclusively on the offering and listing prospectus published by Evolva Holding SA for such purpose. The securities described herein are offered publicly in Switzerland only. 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. This document is not being issued in the United States of America and should not be distributed or otherwise transmitted into the United States or to U.S. persons (as defined in the U.S. Securities Act of 1933, as amended (the Securities Act)) or publications with a general circulation in the United States. This document does not constitute an offer or invitation to subscribe for or to purchase any securities in the United States of America or any other jurisdiction. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under Securities Act.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The 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. Any person who is not a relevant person should not act or rely on this document or any of its contents. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC (together with the 2010 PD Amending Directive 2010/73/EU, including any applicable implementing measures in any Member State, the Prospectus Directive) is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.

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