Cautionary Statement About Preliminary Unaudited Financial Results, Business Update and Other Forward-looking Statements
All figures of the preliminary, unaudited financial results for 2013 contained in this press release are preliminary and reflect Evolva’s expected 2013 financial results based on financial information available as of the date of this press release. Actual reported 2013 financial results could differ materially from those contained in this press release because of a number of factors, including additional or revised information, subsequent events that may affect the fair value of assets at 31 December 2013, and changes in accounting standards or policies or in how those standards are applied. Evolva will provide additional discussion and analysis and other important information about its 2013 financial results and condition when it reports actual results on 8 April 2014.
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. This press release has been prepared solely for purposes of complying with the ad-hoc disclosure rules of SIX Swiss Exchange and is for information only. It does not constitute an offer or invitation to sell, or a solicitation of an offer to buy shares in Evolva Holding SA (the “Shares”) in any jurisdiction, nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The Shares will solely be sold by way of a private placement to selected qualified investors who do not purchase the Shares with the intention to distribute them to the public and without any public advertisement.
This press release does not constitute (i) an offering prospectus, and no securities will be offered directly or indirectly to the public, within the meaning of Art. 652a of the Swiss Code of Obligations, (ii) a listing prospectus within the meaning of the SIX Swiss Exchange Listing Rules, nor (iii) a prospectus within the meaning of the EC Directive 2003/71/EC of the European Parliament and of the Council dated November 4, 2003 (the “Prospectus Directive”).
This press release is only addressed to, and is only directed at, qualified investors in any member state of the European Economic Area within the meaning of the Prospectus Directive (“Qualified Investors”).
The Shares that are the subject of the placement are not being offered or sold to any person in the United Kingdom, other than to qualified investors as defined in Section 86(7) of the Financial Services and Markets Act 2000, being persons falling within Article 2.1(E)(i), (ii) or (iii) of Directive 2003/71/EC of the European Parliament and of the Council dated 4 November 2003 (Prospectus Directive), which includes legal entities which are regulated by the Financial Services Authority and entities which are not so regulated whose corporate purpose is solely to invest in securities and who also fall within the definition of “Investment Professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (the “FPO”) and high net worth entities falling within Article 49(2)(a) to (d) of the FPO.
IN ADDITION, THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN AND ARE NOT INTENDED TO BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THAT ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION REQUIREMENTS UNDER THAT ACT.
In connection with the private placement of the Shares, Credit Suisse AG will be acting as stabilisation manager (the “Stabilisation Manager”) and may undertake measures aiming at supporting the stock exchange price or market price of the Shares for a predetermined period of time due to selling pressure in those securities (the “Stabilisation”). The Stabilisation Manager is under no obligation to engage in any Stabilisation and, accordingly, there is no assurance that Stabilisation will be undertaken. If Stabilisation is undertaken, it may be discontinued at any time without prior notice. Stabilisation may be carried out as from the date the final placement price of the Shares is adequately publicly disclosed and will end no later than 30 calendar days after the first trading day of the new Shares on SIX Swiss Exchange. As a result of such Stabilisation measures, the market price of the Shares may be higher than would otherwise prevail in the market. Stabilisation may also result in a market price at a level that is not sustainable in the long-term. Any Stabilisation will be carried out in accordance with art. 55 e of the Swiss Federal Ordinance on Stock Exchanges and Securities Trading (SESTO) and will not be conducted at a price exceeding the price at which the Shares are sold in the private placement. Save as required by law or regulation, neither Credit Suisse AG nor any of its agents intends to disclose the extent of any over-allotments made and/or Stabilisation transactions conducted in relation to the private placement.
Credit Suisse AG is acting as Sole Bookrunner for Evolva Holding SA in connection with the private placement and for no-one else and will not be responsible to anyone other than Evolva Holding SA for providing the protections afforded to its clients nor for providing advice in relation to the private placement or any other matter referred to herein.