Eevia Health intends to issue new shares in a preferential rights issue of SEK 28.6 million
For immediate release
Seinäjoki, Finland 17.05.2024
THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS NOT INTENDED TO BE PUBLISHED, DISCLOSED, OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, CANADA, SINGAPORE, OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR REGULATIONS. SEE THE “IMPORTANT INFORMATION” SECTION AT THE END OF THIS PRESS RELEASE.
The Board of Directors of Eevia Health Plc (“Eevia” or the “Company”) has today decided on preparing for a rights issue with preferential rights for Eevia’s existing shareholders (“Rights Issue”). The Rights issue is subject to approval and authorization to issue shares by an Extra General Meeting (“EGM”). Notice to an Extraordinary General Meeting, which is planned to be held on June 5, 2024, was announced through a separate press release today. The target amount is approximately SEK 28.6 million. The proceeds shall primarily finance working capital, repayment of short-term loan, recruitment, organization, investments, project, general corporate & marketing. Some projects are subject to successful non-dilutive funding. 50% percent of the Rights Issue is covered by subscription and guarantee commitments.
"After seeing revenue drop for two quarters, we see strong traction now in our sales pipeline. We are regaining rapid growth, and the target is to build a stable and profitable revenue stream. The equity issue is needed to secure the business development,” says Stein Ulve, CEO at Eevia.
Key points for the equity issue (the details and timeline may be subject to adjustments in a Board decision on June 5th after a decision by the Extraordinary General Meeting to authorize issuance of shares)
- Upon full subscription of the Rights Issue, Eevia will receive approximately SEK 28.6 million before issue costs.
- The Rights Issue is covered by approximately 10,8 percent subscription commitments and approximately 39,4 percent guarantee commitments. In total, the Rights Issue is secured at a minimum of 50,2 percent.
- For each share held on the record date, one (1) unit right is received. Three (3) unit rights entitle the holder to subscribe for one (1) unit, where each unit consists of four (4) new shares in the Company and one free warrant. The subscription price is SEK 2.4 per unit and EUR 0.2 for shareholders through Euroclear Finland.
- The subscription period for the Rights Issue will run from June 14, 2024, to June 28, 2024. Trading in Subscription rights will commence on June 14 and end on June 25 on Spotlight Stock Market. Subscription rights that are not used or sold during this period become invalid and lose their value.
- Complete terms and instructions for the Rights Issue, as well as other information about the Company, will appear in the Information Memorandum, which is expected to be published around June 10, 2024.
- The Finnish shareholders need to transfer their shares to the book-entry system maintained by Euroclear Sweden before the record date of the Rights Issue in order to be able to trade on the subscription rights and the BTAs (paid subscribed shares) on Spotlight Stock Market Sweden.
USE OF PROCEEDS
Upon full subscription of the Rights Issue, Eevia will receive approximately SEK 28.6 million before issue costs. The net proceeds from the Rights Issue are primarily planned to be used for working capital, repayment of short-term loan, recruitment, organization, investments, project, general corporate & marketing.
The Rights Issue
The Board of Directors in Eevia intends, subject to the subsequent approval of the general meeting, to conduct a Rights Issue with preferential rights for the Company's shareholders, for a maximum that consists of a maximum of 47,618,512 newly issued shares. Upon full subscription in the Rights Issue, the Company will receive approximately SEK 28.6 million before issue costs.
All registered shareholders on the record date of June 13, 2024, will have preferential rights to subscribe for shares in relation to their existing shareholdings, whereby each existing share entitles to one (1) subscription right and three (3) subscription rights entitle the shareholder to a subscription of four (4) new shares. The subscription price shall be SEK 2.4 per unit and EUR 0.2 for shareholders through Euroclear Finland.
Subscription of shares shall also be possible without the subscription rights. If not, all shares are subscribed with the subscription rights, the Board shall, within the framework of the Rights Issue’s maximum amount, decide on the allocation of shares according to the following principles. The allotment shall be made firstly to those who have subscribed for shares by exercise of subscription rights, regardless of whether they were shareholders on the record date or not, and in the event of oversubscription, in relation to the number of subscription rights that each has exercised for subscription of shares, and to the extent that this is not possible, by drawing of lots; Secondly, to those who have applied for the subscription of shares without the exercise of subscription rights, and to the extent that this is not possible, by drawing of lots; Thirdly and lastly, any remaining shares shall be allocated to those who have provided guarantee commitments to subscribe for shares, pro-rata on the basis of their guarantee undertaking and, to the extent that this cannot be done, through drawing of lots.
The subscription period runs from June 14, 2024, until June 28, 2024. Subscription rights that are not exercised during the subscription period become invalid and lose their value. Trading of subscription rights is expected to take place on the Spotlight Stock Market during the period June 14 – June 25, 2024. Trading in BTA's (paid subscribed shares) is expected to take place from June 14, 2024 until the shares subscribed in the Rights Issue are registered with the Finnish Trade Register.
The maximum dilutive effect for the shareholders who choose not to participate in the Rights Issue amounts to approximately 57 percent of the shares and votes (calculated by dividing the number of new shares as a result of the Rights Issue by the total number of shares in the Company after a fully subscribed Rights Issue).
The Finnish shareholders need to transfer their shares to the book-entry system maintained by Euroclear Sweden before the record date of the Rights Issue in order to be able to trade on the subscription rights and the BTA (paid subscribed shares) on Spotlight Stock Market Sweden.
Subscription undertakings and guarantee commitments
The Rights Issue is covered to approximately 10,8 percent by subscription undertakings and to approximately 39,4 percent by guaranteed commitments. In total, approximately 50,2 percent of the Rights Issue is covered by subscription undertakings and guarantee commitments. Subscription undertakings have been submitted by several existing shareholders in the Company, including of the management and Board. Shareholders who have issued guarantee commitments have first entered a subscription undertaking corresponding to at least their share of the Rights Issue (pro-rata). For the guaranteed commitments, a guaranteed commission of fourteen (14) percent of the guaranteed amount is paid in cash compensation or sixteen (16) percent if paid in new shares. No compensation is paid for the subscription undertakings.
Information Memorandum
The Company will prepare an information memorandum for the Rights Issue, where the complete conditions and other information about the Rights Issue will be set out. The information memorandum is expected to be published on the Company's website, www.eeviahealth.com, on or around June 10, 2024, before the subscription period begins on June 14, 2024.
Preliminary schedule
All dates below are subject to adjustments after consultation with issuer, Euroclear and legal consel, but the dates occur within 2024. Hence, the schedule below for the Rights Issue is preliminary and may change.
- June 10 - Estimated date for publication of the information memorandum
- June 11 - Last trading day with shares including the right to receive subscription rights
- June 12 - First trading day with share without the right to receive subscription rights
- June 13 - Record date for participation in the Rights Issue. Shareholders who are registered in the shareholder register of the Company maintained by Euroclear Finland Oy or Euroclear Sweden AB on this day will receive subscription rights.
- June 14 – June 25 - Trading of subscription rights on the Spotlight Stock Market
- June 14 – June 28 - Subscription period for the Rights Issue in Sweden
- June 14 – July 2 - Subscription period for the Rights Issue in Finland
- June 14 until the shares subscribed in the Rights Issue are registered with the Finnish Trade Register - Trading with BTA’s (paid subscribed shares)
- July 5 - Estimated date for publication of the outcome from the Rights Issue
CHANGE IN SHARE CAPITAL AND NUMBER OF SHARES AND DILUTION
The shares in the Company are of the same class and are issued without a nominal value in accordance with the Finnish law. The Offer will not increase the share capital of the Company and all proceedings will be booked to the Company’s reserve for invested unrestricted equity. The number of shares will then be increased by a maximum of 47,618,512 shares, from 35 713 884 shares to 83,332,396 shares. For existing shareholders who do not participate in the Rights Issue, this means, in the case of full subscription, a dilution effect of 57 percent.
Advisers
Partner Fondkommission is acting as the financial adviser and issuing agent in Sweden for the Rights Issue. OP Bank is the issuing agent in Finland.
For further information, please contact:
Stein Ulve, CEO, Eevia Health Plc Joel Westerström, Partner Fondkommission
Email: stein.ulve@eeviahealth.com Email: joel.westerstrom@partnerfk.se
Telephone: +358 400 22 5967 Telephone: +46 735 11 68 53
This information is such that Eevia Health Plc is required to make it public in accordance with the EU's Market Abuse Regulation (MAR). The information was made public by the Company's contact person above on May 17, 2024, at 14:00 CET.
INFORMATION ABOUT EEVIA HEALTH PLC
Eevia Health Plc, founded in March 2017, addresses significant health problems with bioactive compounds extracted from plant materials. The materials are primarily wild harvested from the pristine Finnish and Swedish forests near or above the Arctic Circle. The extracts are sold B2B as ingredients in dietary supplements and food brands globally. These global brands utilize the ingredients in their consumer product formulas.
Eevia Health is a manufacturer of 100% organically certified plant extracts. Although a significant product, Elderberry extract, is made from cultivated berries, most of Eevia’s other raw materials, such as bilberry, lingonberry, chaga-mushroom, and pine bark, are wild-harvested in a sustainable fashion.
Eevia Health operates a modern green-chemistry production facility in Finland. Manufacturing natural ingredients near the raw material harvest areas, Eevia offers a short value chain with an environmentally friendly carbon footprint, competitive pricing, and extreme transparency. Eevia listed its shares at Spotlight Stock Market in Sweden in June 2021, with the short name EEVIA.
To learn more, please visit www.eeviahealth.com or follow Eevia Health on LinkedIn@EeviaHealth.
IMPORTANT INFORMATION ABOUT THE PRESS RELEASE AND DOCUMENTS
This press release does not constitute an offer to acquire, subscribe to, or otherwise trade in shares, subscription rights, paid subscription shares, or other securities in Eevia Health Plc. Investors must subscribe to or acquire securities only based on the information in the IM, which will be published before the start of the subscription period for the Rights Issue. No action has been taken and no action will be taken to permit an offer to the public in any jurisdictions other than Sweden.
This press release must not be published or distributed, directly or indirectly, to or within Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland, the US, or any other
jurisdiction where the distribution of this press release is against the law. Similarly, this press release does not constitute an offer to sell new shares, paid subscription shares, subscription rights, or other securities to anyone in a jurisdiction where it is not allowed to make such an offer to such a person, or where such action would require an additional prospectus, registration, or measures other than those required under Swedish law. The IM, registration slip, and other documents attributable to the Rights Issue may not be distributed to or within any country where such distribution or Rights Issue requires measures as stated in the preceding sentence, or where this would contravene the law of that country.
No shares, subscription rights, paid subscription shares, or other securities have been registered or will be registered pursuant to the 1933 United States Securities Act in its current version (“the Securities Act”) or securities legislation in any state or other jurisdiction of the US, and may not be offered, subscribed to, utilized, pledged, sold, resold, granted, supplied, or otherwise transferred, directly or indirectly, to or within the US, except in accordance with any applicable exemption from or by a transaction that is not covered by the registration requirements of the Securities Act and in accordance with the securities legislation in the relevant state or other jurisdiction of the US.