Reinach, Switzerland, 20 March 2013 — Evolva Holding SA (SIX: EVE, “Evolva”) today announced that its offering (announced on 6 March 2013) was fully subscribed by existing and new shareholders. The offering provides Evolva with gross proceeds of CHF 31.3 million before transaction costs.
The shareholders were offered the opportunity to subscribe to three new shares for every ten shares held, at a subscription price of CHF 0.60 each. 24,181,122 Shares were taken up pursuant to the exercise of rights, equivalent to 46.3% of the total of 52,214,472 shares available under the offering.
After allowing for the exercise of rights by existing shareholders, approximately 28 million new shares were placed with Cargill, Inc. and institutional investors. Due to strong demand, not all pre-commitments by new investors could be satisfied in the allocation.
The capital increase also included the issuance of 14 million treasury shares to Evolva. These will be used to satisfy part of Evolva’s obligations towards APIDC/Ventureast (conversion agreement as explained in the 2011 annual report, page 28) and the SEDA arrangement with YA Global (see press release 11 August 2011).
The new shares, arising from the capital increase, are expected to be entered in the Commercial Register today, 20 March 2013, and listed on SIX Swiss Exchange on 21 March 2013. Settlement and delivery of the new shares is expected to take place on 25 March 2013.
Based on the preliminary consolidated accounts for 2012, Evolva expects a net loss of approximately CHF 17 million, compared to a loss of CHF 22.9 million in 2011. The loss of 2012 is substantially lower than our forecast of November 2012, partly driven by a one-off, non-cash release of the contingent consideration in connection with the acquisition of Abunda. The 2012 annual report will be published on 9 April 2013.
Evolva Holding SA
Evolva’s mission is to discover and provide innovative, sustainable ingredients for health, nutrition and wellness. Evolva uses biosynthetic and evolutionary technologies to create and optimise small molecule compounds and their production routes. We are active in consumer healthcare and nutrition as well as in pharma. In both areas we have partnered projects as well as proprietary programmes. For more information see www.evolva.com.
Neil Goldsmith, CEO Jakob Dynnes Hansen, CFO Paul Verbraeken, IR
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This document does neither constitute an offer to buy or to subscribe for securities of Evolva Holding SA nor a prospectus within the meaning of applicable Swiss law. Investors should make their decision to buy or to subscribe to securities solely based on the official offering and listing prospectus which was published by Evolva Holding SA on 7 March 2013. Investors are furthermore advised to consult their bank or financial adviser before making any investment decision. 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 the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. The company assumes no responsibility to update forward-looking statements or to adapt them to future events or developments. This document does not constitute a prospectus pursuant to article 652a and|or 1156 of the Swiss Code of Obligations or article 27 et seq. of the listing rules of the SIX Swiss Exchange Ltd.. A decision to invest in securities of Evolva Holding SA should be based exclusively on the offering and listing prospectus published by Evolva Holding SA for such purpose. The securities described herein are offered publicly in Switzerland only. 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 is not being issued in 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 or any other jurisdiction. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under Securities Act. 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.