Evolva Holding SA: Evolva signs agreement with Nice & Green to secure financing at least until the end of 2023, continues to pursue strategic alternatives

Evolva Holding SA / Key word(s): Agreement

26-Jun-2023 / 07:00 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 LR
The issuer is solely responsible for the content of this announcement.

PRESS RELEASE | AD HOC ANNOUNCEMENT PURSUANT TO ART. 53 LR
 

Evolva signs agreement with Nice & Green to secure financing at least until the end of 2023, continues to pursue strategic alternatives

Reinach, 26 June 2023 — Evolva (SIX: EVE), a pioneer in the field of natural molecules and industrial biotech, and its financing partner Nice & Green have signed a new agreement which will secure the financing of Evolva at least until the end of 2023. The comprehensive review of strategic alternatives will be continued.

Evolva had undrawn financing lines from Nice & Green of CHF 12 million at the end of May 2023. As communicated on 14 June, Nice & Green had informed Evolva about a different interpretation of the terms applicable to these lines. Although Evolva is convinced that it was legally entitled to fully draw these CHF 12 million, the urgency created by Nice & Green’s refusal to meet the respective requests has led the two parties to negotiate a new agreement.

The new agreement now signed by Evolva and Nice & Green is expected to secure the financing of Evolva at least until the end of 2023, thereby allowing an orderly review of strategic alternatives. It again consists of CHF 12 million financing lines convertible into Evolva shares of which CHF 5.25 million can be drawn in 2023; additional drawings of up to 2.75 million in 2023 are subject to Nice & Green’s ability to sell a certain volume of Evolva shares in the market. The interest rate is set at SARON 3 months compound rate plus 200 basis points until 31 December 2023 on CHF 5 million of the unconverted notes, the structuring service fee is set at 5% and the conversion price is unchanged based on 95% of the lowest daily VWAP of the six preceding trading days. The minimum share price at which a drawdown is possible is set at CHF 1.40 (unchanged, 40% above the nominal share value). As a drawdown condition for some of the tranches, Evolva is required to ensure that there is sufficient conditional capital to meet Nice & Green’s conversion requests. As a result of the recent share price development, Evolva therefore plans to convene an extraordinary general meeting and to propose to increase the company's conditional capital. Any remainder of the total financing lines of 12 million can be drawn in 2024. From 1 January 2024 onward, there are additional drawdown conditions, in particular a minimum market cap threshold of 25 million. In addition, again from 1 January 2024 onward, Nice & Green may terminate the agreement and request repayment in cash of any unconverted notes (stretched over five years on a quarterly pro rata basis) in the event that the minimum market cap threshold is not met.

The Board of Directors of Evolva continues with the comprehensive review of strategic alternatives. As communicated, the objective is to accelerate discussions with strategic partners or to facilitate other strategic transactions, including a potential sale of the company.
 

Important dates
24 August 2023  Half-year 2023 results
 

Contact
Doris Rudischhauser
Head of Investor Relations and Corporate Communications
+41 79 410 81 88
dorisr@evolva.com

About Evolva
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, wellness and sustainability. Find out more at evolva.com and connect with us on LinkedIn.

 
Disclaimer
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.