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 firstname.lastname@example.org).
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