Evolva Holding SA / Key word(s): Miscellaneous
30-Nov-2021 / 07:01 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 LR
The issuer is solely responsible for the content of this announcement.
Reinach, November 30, 2021 - Evolva (SIX:EVE), the Swiss biotech company focused on the research, development and commercialization of ingredients based on nature, announced today that it has entered into a Purchase and Subscription Agreement with VERAISON SICAV Engagement Fund ('VERAISON') to purchase 63'751'116 shares in a private placement, raising gross proceeds in the amount of CHF 7.5m. Evolva also announced that Carsten Däweritz, Chief Financial Officer, will depart from the company in May 2022.
Private placement to VERAISON
The purchase price for each share amounts CHF 0.117645 (rounded), representing a discount of 7% to the lowest daily volume weighted average price (VWAP) of the Evolva shares during the 6 trading days immediately prior to today.
The shares to be sold to VERAISON will be issued from Evolva's authorised share capital pursuant to a capital increase expected to occur on or around December 3, 2021, whereby the Company's share capital will be increased to CHF 51'531'467.65 by an amount of CHF 3'187'555.80, divided into 63'751'116 fully paid-in shares with a nominal value of CHF 0.05 each (the "New Shares"). The pre-emptive rights of existing shareholders with respect to the New Shares are excluded.
Settlement of the transaction is expected to take place on or around December 6, 2021 subject to customary closing conditions, with the New Shares expected to be listed and admitted to trading on SIX Swiss Exchange on the same date.
Following settlement of the private placement, VERAISON's shareholding in Evolva will represent 6.2% of Evolva's issued share capital.
Evolva intends to use the gross proceeds from the private placement to finance the ongoing activities to strengthen and further build out its commercial businesses.
Oliver Walker, CEO of Evolva said: 'After the successful transformation from an R&D to a commercial company, I'm excited and pleased to welcome another long-term oriented investor committed to the next phase of Evolva's development.'
In order to underline VERAISON's commitment, Andreas Weigelt, CEO and Senior Partner of VERAISON, will be proposed for election to the Board of Directors of Evolva at the upcoming Annual General Meeting in April 2022.
Departure of Chief Financial Officer
Carsten Däweritz, Chief Financial Officer, will depart from Evolva on May 31, 2022. The company has initiated a search for a successor.
Evolva's CEO Oliver Walker said: 'I would like to thank Carsten for his work and efforts during his tenure and I wish him already now the very best in his future endeavours.'
Evolva is a Swiss biotech company focused on the research, development and commercialization of ingredients based on nature. We have leading businesses in Flavors and Fragrances, Health Ingredients and Health Protection. Evolva's employees, half of which are women, are dedicated to make the best products that can contribute to health, wellbeing and sensory enjoyment. Find out more at evolva.com and connect with us on LinkedIn.
For Evolva multimedia content, please visit: evolva.com/multimedia-library.
About VERAISON Capital Ltd.
VERAISON Capital is an independent asset manager acquiring significant ownership stakes in publicly listed small- and mid-cap companies, where long-term value can be enhanced through constructive shareholder engagement.
This announcement is not an offer of securities into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act'), and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, in the United States, except pursuant to an exemption from, or transaction not subject to, the registration requirements of the Securities Act. No public offering of securities is being made in the United States. Further, the securities referred to herein have not been and will not be registered under the applicable securities laws of Canada, Australia or Japan or under the applicable securities laws of any other jurisdiction where to do so might constitute a violation of such laws.
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.
Head of Investor and Corporate Relations
+41 61 485 2003
+41 79 739 2636
End of ad hoc announcement