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Evolva announces results of the rights offering
These written materials are not for publication or distribution (directly or indirectly) in or to the United States, Canada, Australia or Japan. They are not an offer of securities for sale in or into the United States, Canada, Australia or Japan. The securities 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 exemption from registration under the Securities Act. There will not be a public offering of securities in the United States.
Reinach, Switzerland, 16 September 2015 – Evolva Holding SA (SIX: EVE, “Evolva” or the “Company”) today announces the results of its rights offering. In the fully underwritten rights offering as previously announced on 26 August and 3 September 2015, respectively, a total of 62,412,477 new registered shares with a nominal value of CHF 0.20 each sourced from existing authorised share capital were offered to eligible Evolva shareholders at a subscription price of CHF 0.92 per new share.
At the end of the subscription period on 16 September 2015, 12:00 noon CEST, subscription rights for 61,372,443 new registered shares had been validly exercised, representing 98.3% of the new registered shares offered. The number of new registered shares subscribed for includes approximately 1.9 million new shares for which an existing shareholder could not exercise the subscription rights due to technical reasons. These shares have therefore been purchased by Evolva SA at the subscription price with the commitment by the shareholder to purchase the shares from Evolva SA at the subscription price by the end of September 2015. The 1,040,034 registered shares for which the subscription rights were not exercised will be sold in the market. Through the rights offering, Evolva will receive gross proceeds in the amount of CHF 57.4 million which will be used to support the stevia launch and other growth initiatives.
Evolva’s issued share capital increased by CHF 13,000,000 to CHF 79,573,311.80, divided into 397,866,559 registered shares as a result of the rights offering and the issuance of 2,587,523 new registered shares which will be used as treasury shares to honour the Company’s obligations under the conversion agreement with Ventureast (further details in 2014 annual report page 88).
The listing and first trading day of the new registered shares on SIX Swiss Exchange, as well as delivery of the new registered shares against payment of the subscription price, are expected to occur tomorrow, 17 September 2015.
Credit Suisse is acting as Lead Manager and Sole Bookrunner and Bank Vontobel is acting as Co-Manager in the rights offering. In addition, Kepler Cheuvreux and Mirabaud Securities are acting as Selling Agents in the rights offering.
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Evolva is a pioneer and global leader in sustainable, fermentation-based approaches to ingredients for health, wellness and nutrition. Evolva’s products include stevia, resveratrol, vanillin, nootkatone, valencene and saffron. As well as developing its own proprietary ingredients, Evolva also deploys its technology for partners, providing them with a competitive edge and sharing in the returns they make. For more information see www.evolva.com. Questions about our fermentation approach? Have a look at our video.
|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 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.
This document and the information contained herein is not for publication or distribution into 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. The securities referred to herein have not been and will not be registered under the Securities Act, or the laws of any state and may not be offered or sold in the United States of America absent registration or an exemption from registration under Securities Act. There will be no public offering of the securities in the United States of America.
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.
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 forward-looking statements or to adapt them to future events or developments.