NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH THE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
12 October 2017 – Evolva (SIX: EVE) today announces the final pricing of the private placement of 68,000,000 shares, consisting of 50,000,000 new shares and 18,000,000 shares held in treasury, to Pictet Asset Management SA (“Pictet”) and Cologny Advisors LLP (“Cologny”). The price for the shares sold to Pictet and Cologny will be CHF 0.31 per share, resulting in gross proceeds for Evolva of approximately CHF 21.1 million.
The completion of the private placement is subject to approval of an ordinary capital increase through a discounted rights offering by the Extraordinary General Meeting (EGM) of Evolva to be held on 26 October 2017. Evolva will issue on or about 27 October 2017 50,000,000 new shares with a nominal value of CHF 0.20 each out of its existing authorized capital (under exclusion of preemptive subscription rights for existing shareholders) to create the new shares sold to Pictet and Cologny as part of the private placement. As a result, upon completion of the private placement the number of Evolva’s issued shares will increase to 474,202,463 and the share capital will increase to CHF 94,840,493. The 50,000,000 new shares are expected to be listed and admitted for trading on SIX Swiss Exchange on or about 30 October 2017. Following the settlement of the private placement, Pictet and Cologny will hold around 9.9% and around 5.3% of Evolva’s share capital, respectively.
On 2 October 2017, Evolva announced the plan to raise approximately CHF 80 million of new equity capital by way of two separate capital increases, i.e. first through a private placement to Pictet and Cologny and, secondly, through a discounted rights offering. For the second capital increase by way of discounted rights offering, Evolva intends to raise gross proceeds of approximately CHF 60 million. Both Pictet and Cologny have committed not to dispose of the shares acquired by them in the private placement until 30 days following the completion of the rights offering. Furthermore, they have committed to fully exercise their rights to be allocated on their shares in the proposed rights offering.
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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 in-formation 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.
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.