Evolva Holding SA: Approval of temporary exemption from certain conditions for maintaining listing pursuant to art. 7 Listing Rules; IFRS financial statements for 2023 and half-year 2024 to be publish

Evolva Holding SA / Key word(s): Annual Results

15-Jul-2024 / 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
 

Approval of temporary exemption from certain conditions for maintaining listing pursuant to art. 7 Listing Rules; IFRS financial statements for 2023 and half-year 2024 to be published by 31 October 2024

Reinach, Switzerland, 15 July 2024 — On 12 July 2024, Evolva Holding SA (SIX: EVE) ("Evolva") received from SIX Exchange Regulation AG ("SER") a temporary exemption from certain conditions for maintaining listing pursuant to art. 7 Listing Rules. Evolva had applied for these exemptions in order to have sufficient time to comply with the listing requirements after the shareholders at the annual general meeting ("AGM") on 12 April 2024 resolved to revoke the liquidation and delisting of the company.

Evolva announced today that by decision dated 12 July 2024, the Regulatory Board and SER granted Evolva certain temporary exemptions from publicity obligations for maintaining its listing on SIX Swiss Exchange. Evolva submitted the request to extend the deadline for publishing and submitting IFRS financial statements for 2023 as well as the half-year 2024 until 31 October 2024 after SER had required, following the AGM’s resolution to revoke the liquidation and delisting of the company, that the IFRS annual report 2023 be submitted by 31 July 2024.

By decision of 25 March 2024, the company had been exempted by SER until 11 June 2024 from the duty to publish and submit an IFRS annual report 2023. The fact that Evolva, after the sale on 28 December 2023 of all shares in the fully-owned operating company Evolva AG to Danstar Ferment AG (an affiliate of Lallemand Inc.), no longer has any operating assets (nor any affiliates or employees) does not relieve it, in the Regulatory Board’s view, of the duty to publish and submit an IFRS annual report for the year 2023 following the AGM’s resolution to revoke the liquidation and delisting of the company. After the latest approval of Evolva’s request for extension of the publication deadline, the company will publish IFRS financial statements for 2023 together with half-year 2024 financial statements on the same day on or before 31 October 2024. Since Evolva no longer has any employees, it will have to rely on external resources to prepare and audit the IFRS financial statements by the end of October 2024.

In the meantime, Evolva refers to the (audited) interim liquidation financial statements and the interim liquidation report 2023 approved by the AGM for further information about the financials of the company (available under link).

The content and duration of the exemptions granted are contained in the following part of the Regulatory Board/SER decision, which has been reproduced verbatim (unofficial English translation). The exemptions come into force as of the release of this ad hoc announcement. Section I of the decision reads as follows:

The request for exemption from certain conditions for maintaining listing until Thursday, 31 October 2024 and thus the postponement of the publication of the annual report 2023 and the half-year report 2024 as well as the submission of these reports to SIX Exchange Regulation AG until Thursday, 31 October 2024 at the latest is approved subject to the following reservation (lit. a) and the following condition (lit. b):

a.  SIX Exchange Regulation AG will temporarily suspend trading in Evolva securities on 1 November 2024 if Evolva does not publish and submit its annual report 2023 and half-year report 2024 to SIX Exchange Regulation AG by Thursday, 31 October 2024, 23:59 at the latest in accordance with the provisions on ad hoc publicity (Art. 53 Listing Rules in connection with the Directive on Ad hoc Publicity).

b. Evolva must publish a media release regarding this decision by Monday, 15 July 2024, 07:30, in accordance with the provisions on ad hoc publicity (Art. 53 Listing Rules in connection with the Directive on Ad hoc Publicity). This media release must:

- contain the full wording of Section I of this decision in a prominent position;

- mention the reasons for the postponement of the publication and submission of the annual report 2023 and half-year report 2024.

Contact Evolva
Doris Rudischhauser
Investor Relations and Corporate Communications
+41 79 410 81 88
investors@evolvaholding.com

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.