Evolva shareholders approve increase of the conditional capital and upper limit of capital band at extraordinary general meeting of 24 August 2023

Evolva Holding SA / Key word(s): AGMEGM
Evolva shareholders approve increase of the conditional capital and upper limit of capital band at extraordinary general meeting of 24 August 2023
24.08.2023 / 20:00 CET/CEST

PRESS RELEASE
 

Evolva shareholders approve increase of the conditional capital and upper limit of capital band at extraordinary general meeting of 24 August 2023

Reinach, 24 August 2023 — The shareholders of Evolva Holding SA (SIX: EVE), a pioneer in the field of natural molecules and industrial biotech, approved the proposals put forward by the Board of Directors at today’s Extraordinary General Meeting.

At today’s Extraordinary General Meeting (EGM) of Evolva Holding SA in Basel, the shareholders expressed their trust in the Board of Directors (Board) by approving, with large majorities (see details below), both proposals put forward by the Board: the increase of the conditional capital as well as the increase of the upper limit of the capital band. This enables Evolva to avail itself of the CHF 5.25 million under the new financing agreement with Nice & Green (subject to certain restrictions) and gives the company sufficient flexibility to find an alternative financing solution as part of the comprehensive strategic review (which includes the sale of the company) commenced in June this year.

Stephan Schindler, Chairman of Evolva, commented on the successful conclusion of the EGM: “We would like to thank our shareholders for their ongoing trust and support in these challenging times. We now have the necessary time to find the best possible strategic options for the future of Evolva and to continue to build on the strong momentum of our operating business. While discussions are ongoing with multiple interested parties to find a solution ensuring the going concern of the company beyond January 2024, no successful outcome of the strategic review can be guaranteed.”

The convocation of an EGM become necessary after signing a new financing agreement with Nice & Green under which Evolva is required to ensure that there is sufficient conditional capital to meet Nice & Green’s request to convert notes into shares.

The shareholders approved the two proposals with the following majorities:

• Increase of the conditional capital (Article 3a Articles of Association) to CHF 2'486'730.00 for the purpose of financing and strategic cooperation and respective amendment of Articles of Association: with 93.01% of the votes represented (votes represented: 2,002,673 votes of the total outstanding shares/votes of 5,224,514).
• Increase of the upper limit of the capital band (Article 3b Articles of Association) to CHF 7‘836‘771.00 and respective amendment of Articles of Association: with 90.60% of the votes represented (votes represented: 2,002,673 of the total outstanding shares/votes of 5,224,514).

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.

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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.

End of Media Release