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The board of directors of Eevia Health Plc has today decided on a rights issue

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The board of directors of Eevia Health Plc (“Eevia” or the “Company”) has today decided on a rights issue, for which the intention was communicated on May 17, with preferential rights for Eevia’s existing shareholders (“Rights Issue”) of SEK 28.6 million. 50.2 percent of the Rights Issue is covered by subscription and guarantee commitments.

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.

  • Upon full subscription of the Rights Issue, Eevia will receive approximately SEK 28.6 million, before issue costs.
  • The Rights Issue is covered to 10.8 percent by subscription commitments and 39.4 percent by guarantee commitments, in total the Rights Issue is secured to 50.2 percent.
  • All existing shareholders receive one (1) subscription right for each (1) share held on the record date on June 13, 2024, and three (3) subscription rights entitle to subscription of four (4) new shares (the “Offer Shares”). The subscription price is SEK 0.60 per share, and EUR 0.05 for shareholders through Euroclear Finland.
  • In addition, Eevia will issue a maximum of 11,904,628 warrants (the “Warrants”) free of charge to persons who subscribed for the Offer Shares in the Offer, which entitle to subscribe for a total of up to 11,904,628 new shares in the Company. The subscriber will receive one (1) Warrant of series TO1 per each four (4) subscribed and paid Offer Shares.
  • The subscription period commences on June 14, 2024, in Sweden and on June 18, 2024, in Finland, and is ongoing until June 28, 2024, in Sweden and July 2, 2024, in Finland. Trading in Subscription rights will commence on June 14 and end June 25 on Spotlight Stockmarket. 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.
     

USE OF PROCEEDS

Upon full subscription of the Rights Issue, Eevia will receive SEK 28.6 million, before issue costs amounting to approximately SEK 2.5 million, excluding potential maximum guarantee compensation in cash that amounts to approximately SEK 1.6 million. Use of the net proceeds from the Rights Issue is primarily planned to be used to finance working capital, repayment of a short-term loan, recruitment/organization, investments/projects, general corporate, R&D, marketing and sales. Some projects are subject to successful non-dilutive funding.


The Rights Issue

Based on authorization granted by the Extraordinary General Meeting on June 5, 2024, the Board of Directors in Eevia has on June 5, 2024, resolved to conduct a Rights Issue that consists of a maximum of 47,618,512 newly issued shares (the “Offer Shares”) and 11,904,628 warrants (the “Warrants”). 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 June 13, 2024, has preferential rights to subscribe for Offer Shares in relation to their existing shareholdings, whereby each existing share entitles to one (1) subscription right and three (3) subscription rights entitle to subscription of four (4) Offer Shares. The subscription price is SEK 0.60 per share and EUR 0.05 per share.

In addition, Eevia will issue a maximum of 11,904,628 warrants free of charge to persons who subscribed for the Offer Shares in the Offer, which entitle to subscribe for a total of up to 11,904,628 new shares in the Company. The subscriber will receive one (1) Warrant of series TO1 per each four (4) subscribed and paid Offer Shares.

Subscription of Offer Shares shall also be possible without the subscription rights. In the event that not all Offer 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 Offer Shares according to the following principles. Allotment shall be made firstly to those who have subscribed for Offer 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 Offer Shares, and to the extent that this is not possible, by drawing of lots; Secondly, to those who have applied for subscription of Offer Shares without exercise of subscription rights, and to the extent that this is not possible, by drawing of lots; Thirdly and lastly, any remaining Offer Shares shall be allocated to those who have provided guarantee commitments to subscribe for Offer 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 commences on June 14, 2024, in Sweden and on June 18, 2024, in Finland, and is ongoing until June 28, 2024, in Sweden and July 2, 2024, in Finland. Subscription rights that are not exercised during the subscription period become invalid and lose their value. Trading in Subscription Rights is expected to take place on Spotlight Stock Market from June 14, 2024, until June 25, 2024. Trading in BTA's (paid subscribed shares) is expected to take place on Spotlight Stock Market from June 14, 2024, until the Offer Shares have been registered with the Finnish Trade Register.

The dilutive effect for the shareholders who choose to not participate in the Rights Issue amounts to approximately 57.1 percent of the shares and votes (calculated by dividing the number of Offer Shares with the total number of shares in the Company after a fully subscribed Rights Issue).

If the Rights Issue is fully subscribed, and the maximum amount of Warrants are issued and all Warrants are used to the subscription of shares, all the new shares to be issued correspond to approximately 62.5 percent of all the Company’s shares after the Offer Shares subscribed in the Rights Issue and the shares subscribed with the Warrants.

The Finnish shareholders need to transfer their shares to the book-entry system maintained by Euroclear Sweden before 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 guarantee 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 a number of existing shareholders in the Company, and parts of the management and Board. The guarantee commitments have been provided by a number of Eevia’s existing shareholders, as well as external investors. For the guarantee commitments, a guarantee commission of fourteen (14) percent of the guaranteed amount is paid in cash compensation or sixteen (16) if paid in new shares. The guarantee commission amounts to approximately SEK 1.6 million, given maximum compensation paid in cash. 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.eevia.com, on June 10, 2024, before the subscription period begins in Sweden on June 14, 2024.

 

Preliminary schedule, all dates occur within 2024

The schedule below for the Rights Issue is preliminary and may change.

  • 10 June - Estimated date for publication of the information memorandum
  • 11 June - Last trading day with shares including the right to receive subscription rights
  • 12 June - First trading day with share without the right to receive subscription rights
  • 13 June - 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.
  • 14 -25 June - Trading of subscription rights on the Spotlight Stock Market
  • 14-28 June - Subscription period for the Rights Issue in Sweden
  • 18 June - 2 July - Subscription period for the Rights Issue in Finland
  • 14 June until the shares subscribed in the Rights Issue are registered with the Finnish Trade Register - Trading with BTA’s (paid subscribed shares)
  • 5 July - Estimated date for publication of the outcome from the Rights Issue

 


Advisers

Partner Fondkommission is acting as 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

Email: stein.ulve@eeviahealth.com

Telephone: +358 400 22 5967

 

This information is such that Eevia Health Plc is required to make public in accordance with the EU's Market Abuse Regulation (MAR). The information was made public by the Company's contact person above on June 5, 2024, at 15:45 CEST.

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About Eevia

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.

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Important information

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, utilised, 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.

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