Reinach, Switzerland, 3 September 2015 – Evolva Holding SA (SIX: EVE, “Evolva” or the “Company”) today publishes the terms of the planned rights offering. As previously announced on 26 August 2015, Evolva plans to raise new equity capital to support the stevia launch and other growth initiatives. The rights offering relates to 62,412,477 new registered shares with a nominal value of CHF 0.20 each.
Evolva shareholders will receive one subscription right for every registered share they hold on 4 September 2015 (after market close). 16 subscription rights will grant to the holder thereof the right to subscribe to 3 new shares at a subscription price of CHF 0.92 per share, subject to certain restrictions applicable to the rights offering, including restrictions under relevant securities laws.
The subscription rights will be traded on SIX Swiss Exchange from 7 September until 11 September 2015, and will be exercisable from 7 September to 16 September, 12:00 noon CEST. 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 on 17 September 2015.
A bank syndicate has undertaken, subject to customary conditions, to firmly underwrite all new registered shares that will be issued in conjunction with the rights offering.
Evolva anticipates raising gross proceeds of approximately CHF 57.4 million through the rights offering which are intended to be principally used to advance Evolva’s strategy of becoming an integrated supplier of high value innovative ingredients, by:
- enhancing manufacturing infrastructure and selectively building inventory to support product roll-out. The most notable example of this could be, subject to ongoing negotiations, Evolva’s 45% share of the stevia manufacturing and supply chain costs under its collaboration with Cargill
- further improving cost effectiveness of Evolva’s production systems through enhancing the productivity of its yeast strains, which make the various ingredients, and by optimising the down-scale processes (DSP) to recover these ingredients;
- widening the regulatory approval of Evolva’s ingredients, including both the range of indications they are approved for, and the number of regions in which they are approved. The ingredient where Evolva envisages making the greatest regulatory investment is nootkatone;
- creating additional technical data to support the sales of ingredients, for example increasing the range of applications for which there is positive data as to their benefits (e.g. pet health for both nootkatone and resveratrol) and by formulating them to work better for certain users (e.g. making resveratrol more soluble so it can be used more readily in drinks); and
- deepening and widening sales channels, notably by increasing the number of key accounts that Evolva can work on at any one time and increasing the use of the internet and social media to make and support ingredient sales.
- Furthermore, while Evolva has no current plans for acquisitions, the Company may at a later stage consider an acquisition as the most effective way of progressing its projects and strategy.
Evolva has agreed that, apart from existing employee participation plans and contractual obligations relating to the conversion agreement with Ventureast as well as earn-out payments in connection with the acquisition of Prosarix Ltd. in 2014, no additional shares will be issued or sold without the consent of the Lead Manager for a period of 180 days starting on 17 September 2015.
In addition to the rights offering, described above, Evolva SA, a subsidiary of the Company, will subscribe to 2.6 million 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 shareholders’ meeting of 12 May 2015 approved an authorised capital of up to 65 million registered shares for financing purposes pursuant to article 3abis of the Company’s Articles of Association. The new registered shares will be issued utilising the authorised share capital. After completion of the rights offering and the issuance of 2,587,523 new registered shares to be held in treasury, Evolva’s issued share capital will increase by CHF 13,000,000.00 to CHF 79,573,311.80 divided into 397,866,559 registered shares.
EXPECTED TIMETABLE FOR THE RIGHTS OFFERING
3 September 2015 Announcement of details of rights offering Publication of offering and listing prospectus
4 September 2015 After close of trading on SIX Swiss Exchange: Cut-off date for determination of existing shareholders for the entitlement of subscription rights.Shareholders who acquire registered shares after the cut-off date will acquire shares without entitlement to subscription rights
7 September 2015 Start of trading in subscription rights on SIX Swiss Exchange Start of rights exercise period
11 September 2015 End of trading in subscription rights on SIX Swiss Exchange
16 September 2015 12:00 noon CEST: End of rights exercise period
17 September 2015 Listing and first day of trading of new registered shares Delivery of the new registered shares against payment of the subscription price
– Ends –
Click the following link for additional information. Due to legal restrictions, this is only available for Swiss residents.
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 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 Jakob Dynnes Hansen Paul Verbraeken
CEO CFO IR
email@example.com firstname.lastname@example.org email@example.com
+ 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. A decision to invest in securities of Evolva Holding SA should be based exclusively on the issue and listing prospectus published by Evolva Holding SA for such purpose. Copies of such issue and listing prospectus (and any supplements thereto) are available free of charge from Credit Suisse AG, Zurich (email: firstname.lastname@example.org) and Evolva Holding SA, Duggingerstrasse 23, CH-4153 Reinach (telephone: +41 61 485 2006; email: email@example.com).
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.