News Tag: Shares

Enersense International Plc (“Enersense”) announced on 15 November 2022 that the Board of Directors of Enersense had decided to pay the purchase price of the acquisition of Unified Chargers Oy (“Transaction”) by issuing, in a share exchange, a total of 199,174 new Enersense shares in a directed share issue (“Share Issue”) arranged in connection with the completion of the Transaction to be subscribed by the shareholders of Unified Chargers Oy.   

A total of 199,174 new Enersense shares subscribed for in the Share Issue have been registered with the Trade Register today, 16 November 2022. After the registration of the new shares, the total number of shares in Enersense is 16,492,531. All shares carry equal rights. The new shares will be admitted to trading on the official list of Nasdaq Helsinki Ltd approximately as of 17 November 2022. 

The Share Issue has been described in Enersense’s stock exchange release on 15 November 2022. 

Enersense International Plc 
Board of Directors 

Further information: 

Jussi Holopainen, CEO 
Tel: +358 44 517 4543 
Email: jussi.holopainen@enersense.com 

Media contacts:  

Tommi Manninen, Communications and Public Affairs 
Tel: +358 40 043 7515 
Email: tommi.manninen@enersense.com 

DISTRIBUTION: 
Nasdaq Helsinki 
Major media 
www.enersense.com 

Enersense International Plc announced on 20 June 2022 that the Board of Directors of Enersense decided on a directed share issue worth EUR 2.2 million to KPY Co-operative.

A total of 297,297 new Enersense shares have been registered with the Trade Register today 28 June 2022. Following the registration of the new shares, the number of Enersense’s shares amounts to 16 293 357. All shares have equal rights. The new shares are expected to be admitted to trading at the Nasdaq Helsinki on 29 June 2022.

The directed share issue has been described in the stock exchange release issued by Enersense on 20 June 2022.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. FOR FURTHER INFORMATION, PLEASE SEE THE “IMPORTANT NOTICE” BELOW. 

Enersense International Plc (“Enersense”), a provider of zero-emission energy solutions, announced on 20 December 2021 that it has signed an agreement on the acquisition of Megatuuli Oy (“Megatuuli”), an onshore wind farm developer. Enersense estimated that the transaction (“Share Transaction”) will be completed during January 2022.  

Enersense’s Board of Directors has today decided on a directed share issue of a total of 2,598,331 new Enersense shares to the sellers of Megatuuli in relation to the Share Transaction. The share issue is conditional on the completion of the Share Transaction. The completion of the Share Transaction is estimated to be take place on 1 February 2022. 

Jussi Holopainen, CEO, Enersense International Plc:   

“Megatuuli has, together with its partners, wind power plant projects in progress or in the feasibility study phase, with a total capacity of around 3,000 MW. It is great to have such a significant operator to support and complement Enersense Group’s strong selection of wind power services.  Enersense will continue to offer its partners wind power design and construction services but after the value chain expansion, we will also begin to develop wind farms in cooperation with Megatuuli’s partners. In the future, we will also seek to independently construct wind farms as well serve as their owners and produce zero-emission energy.”   

As announced by Enersense earlier, it was agreed that the Share Transaction is conditional on, among other things, the Extraordinary General Meeting of Enersense, convened to be held on 11 January 2022, deciding to change the Articles of Association of Enersense and authorising Enersense’s Board of Directors to decide on a directed share issue and security arrangements concerning the Share Transaction; amending the Articles of Association of Megatuuli to create a new series of non-voting shares; as well as the current shareholders of Megatuuli and Enersense negotiating a shareholder agreement concerning Megatuuli. On 11 January 2022, Enersense announced the decisions of the General Meeting. In addition, the conditions concerning Megatuuli’s Articles of Association and negotiating a shareholder agreement have also been fulfilled. 

It was also agreed that the Share Transaction is conditional on, among other things, certain Megatuuli’s project development partners waiving the change of control terms included in the agreements between Megatuuli and these parties in connection with the Share Transaction, as well as on renegotiating the duration and certain terms and conditions of the cooperation agreement with Megatuuli’s key project development partner. On 10 January 2022, Enersense announced that Megatuuli had concluded a preliminary agreement with its said development partner, containing the mutual understanding of parties on the key terms of the cooperation agreement to be renegotiated, with the aim of promoting the conclusion of a final amended cooperation agreement and thus, with the view of fulfilling the preconditions of the Share Transaction to this extent. Enersense also announced that it has, on behalf of Megatuuli, provided a security of EUR 5 million to guarantee the conclusion of a final amended cooperation agreement in accordance with the preliminary agreement, and that the security will expire if the Share Transaction has not been completed by 13 February 2022.  

Even though the negotiations on the above final cooperation agreement are still ongoing based on the concluded preliminary agreement, the parties to the Share Transaction are willing to complete the Share Transaction on the basis of the above preliminary agreement. The other preconditions have been fulfilled, which fulfilment will also be confirmed at the completion and based on a careful assessment by Enersense’s Board, it is in the company’s best interest to complete the Transaction despite the fact that the precondition concerning the renegotiation of the cooperation agreement remains unfulfilled in order to be able to carry out the integration and consolidation of Megatuuli to Enersense as soon as possible. The Board also made a careful assessment of the risks related to a scenario where the cooperation agreement would not be concluded at all. Enersense estimates that the cooperation agreement will be concluded based on the preliminary agreement during February 2022.   

As previously announced, the purchase price of the Share Transaction, a total of EUR 18.5 million, was agreed to be paid by means of the issuance of new Enersense shares. As set out in the share purchase agreement and as confirmed by the parties in connection with the completion preparations of the Share Transaction, the number of new shares is determined five business days before the completion of the Share Transaction based on the 25 business day’s volume-weighted average price (VWAP) of the Enersense share on the Nasdaq Helsinki, provided that the volume-weighted average price shall not be less than EUR 7,1199380009819. The volume-weighted average price calculated as set out above was EUR 6,91 and thus, the agreed minimum amount of EUR 7,1199380009819 was used when determining the number of new shares.  

Enersense’s Board has today decided, based on the authorisation granted by the Extraordinary General Meeting of 11 January 2022, on a directed share issue of a total of 2,598,331 new shares in relation to the Share Transaction and subject to its completion. The subscription price of the new share is EUR 7,1199380009819 per share. The total subscription price will be recorded in full in Enersense’s invested unrestricted equity reserve, and no changes will be made to Enersense’s share capital.  

The new Enersense shares will be issued as consideration to the sellers and will be subscribed against the transfer of Megatuuli’s voting shares at the completion of the Share Transaction which is expected to be completed on 1 February 2022. The new shares are to be notified for registration with the Trade Register following the completion of the Share Transaction. A separate announcement will be issued on the completion of the Share Transaction and registration of the new Enersense shares. The new shares are subject to a lock-up restriction and security arrangement concerning 50% of the shares issued as consideration to Megatuuli’s sellers.  The restrictions will be lifted 24 months after the completion of the Share Transaction. 

Following the subscription and registration of the new shares, the number of Enersense’s shares amounts to 15,996,060, and the number of new shares accounts for approximately 16.24 per cent of Enersense’s share capital following the registration of the new shares. Enersense will submit an application on the listing of the new shares to the Nasdaq Helsinki in the same class as the current shares of Enersense following their registration in the Trade Register. 

As previously announced, the sellers of the Share Transaction will, following the completion of the Share Transaction, remain as the minority shareholders of Megatuuli’s new series of non-voting shares, which will, based on the shareholder agreement concluded between Enersense and the minority shareholders, entitle these minority shareholders to dividends based on sales revenues from certain wind farms under development by Megatuuli and its partners. These minority shareholders will have no other rights to Megatuuli’s distribution of profit, nor will they have, subject to certain exceptions, any other rights related to Megatuuli. The minority shareholders’ holding in Megatuuli will expire once Megatuuli has paid them the agreed dividends based on revenues from wind farms under development. 

As previously announced, the Share Transaction is, upon its completion, expected to improve Enersense’s financial position in 2022 and the company’s performance over the long term. The revenues from certain future projects which are the subject of the series of non-voting Megatuuli shares are expected to have a EUR 20-40 million impact on Enersense’ EBIT by 2025. In terms of distributable net profit, Enersense’s share of the said amount is expected to be around one third and the share of the non-voting shares held by the sellers around two thirds. The first projects are expected to provide revenues during 2022.  For Megatuuli’s other projects, which are expected to provide revenues from 2024 onwards, Enersense’s share of net profit is 100 per cent for the financial year. The timing of the completion of the projects and the related revenues are dependent on certain key partners of Megatuuli, which can affect the realisation of the revenues and their schedule in a way which is outside the control of Megatuuli and Enersense.  

In addition, the most typical risks and uncertainties relating to wind farm development operations and the related revenues include the approvability of projects, as well as complaints related to statutory land use planning processes and permit procedures in particular, which may delay or prevent the implementation of the projects. Megatuuli’s operations also focus on early-stage development work in wind power projects, and the implementation of development projects depends on certain key partners and the continuity of contracts with these partners, which requires, for example, that Megatuuli is able to comply with the obligations included in such contracts.  

As announced earlier, the Share Transaction will, upon its completion, have an impact on Enersense’s long-term numerical targets, which the company will update accordingly during the first quarter of 2022.  In the future, Megatuuli will be reported as part of Enersense’s Power segment. 

Important notice 

This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any part of the share issue in the United States or to conduct a public offering of securities in the United States. 

The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction where such publication or distribution would violate applicable laws or rules or would require additional documents to be completed or registered or require any measure to be undertaken in addition to the requirements under Finnish law. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. 

This release does not constitute a prospectus as defined in the Prospectus Regulation and, as such, it does not constitute or form part of, and should not be construed as, an offer to sell, or a solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity in relation to any securities.  No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified, does not purport to be full or complete and may be subject to change. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its securities and the transactions, including the merits and risks involved. 

This release includes forward-looking statements that are based on present plans, estimates, projections, and expectations and are not guarantees of future performance. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. Investors should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied in the forward-looking statements. The Company or any of its affiliates, advisors or representatives or any other person undertakes no obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release. Further, there can be no certainty that the transaction will be completed in the manner and timeframe described in this release, or at all. 

Enersense International Plc successfully completes its 1,775,000 new share directed share issue and raises approximately EUR 16 million

The Board of Directors of Enersense International Plc (“Enersense” or “the Company”) has today decided on the completion of the directed share issue of Enersense (the “Share Issue”) based on the authorization issued by the annual general meeting on 19 March 2021. The final subscription price per Offer Share (as defined below) is EUR 9.10 per share in the Institutional Offering and the Public Offering (as defined below), and 10 percent lower in the Personnel Offering (as defined below) being EUR 8.19 per share. Subscription price in the Institutional and Public Offering is based on book-building process arranged with institutional investors and it corresponds to approximately 14.2 percent discount to the volume-weighted average price on 21 June 2021 and approximately 9,4 percent discount to volume-weighted average price during a ten-trading-day period immediately prior to the publishing of the terms and conditions of the Share Issue on 10 June 2021. Trading in the Offer Shares is expected to start on the official list of Nasdaq Helsinki Ltd on or about 23 June 2021.

Enersense will issue 1,775,000 new shares in the Company (the “Offer Shares” or the “New Shares”), corresponding to approximately 13.2 percent of the total number of outstanding shares after the Share Issue.

516,226 Offer Shares will be allocated to private individuals and entities in Finland (the “Public Offering”), 1,140,000 Offer Shares will be allocated to institutional investors in Finland and internationally in compliance with the applicable legislation (the “Institutional Offering”), and 118,774 Offer Shares will be allocated to the employees employed by the Company or its group companies in Finland, Estonia, Latvia, Lithuania, and France during the subscription period and the members of the Company’s Board of Directors and management team (the “Personnel Offering”). Due to the oversubscription, the Board of Directors of the Company has decided to increase the number of Offer Shares from the preliminary maximum number of 1,525,000 Offer Shares to the abovementioned 1,775,000 Offer Shares so that the size of the Public Offering will be increased by 150,000 New Shares and the Institutional Offering by 100,000 New Shares. In the Public Offering, the Company will approve the subscriptions made by the investors (“Commitments”) in full up to 250 Offer Shares per investor for the shareholders registered on 14 June 2021 in the shareholder register maintained by Euroclear Finland Ltd and up to 100 Offer Shares per investor for the other parties who submitted Commitments in the Public Offering. For the part of Commitments that exceed these amounts, the Company will approve 34.1 percent. In the Personnel Offering, the Commitments made by Enersense’s and its group companies’ personnel as well as the members of the Company’s Board of Directors and management team will be approved in full. Offer Shares that were unsubscribed in the Personnel Offering have been reallocated for subscription in the Public Offering.

The Company will receive gross proceeds of approximately EUR 16.0 million from the Share Issue. The total number of outstanding shares (the “Shares”) will increase to 13,397,729 Shares after the New Shares offered in the Share Issue are registered in the Finnish Trade Register on or about 22 June 2021. The Company received more than 2,000 new shareholders in the Share Issue.

The New Shares allocated in the Public Offering are recorded on the book-entry accounts of investors who have made an approved Commitment on or about the date of the completion decision related to the Share Issue, i.e. on or about 22 June 2021. In the Institutional Offering, the New Shares will be ready to be delivered against payment on or about 24 June 2021 through Euroclear Finland Ltd.

A confirmation on the approval of the Commitments and the allocation of the Offer Shares will be sent to all investors who participated in the Public Offering as soon as possible to the address specified in the Commitment. Investors who have submitted their Commitments as Nordnet’s customers through Nordnet’s online service will see their Commitments as well as allocation of Offer Shares on the transaction page of Nordnet’s online service. Any excess amount paid when submitting the Commitment is refunded to the provider of the Commitment to the Finnish bank account specified in the Commitment, or in case of Nordnet’s customers, on the cash account in Nordnet, on or about the fifth (5) banking day after the completion decision related to the Share Issue, i.e. on or about 30 June 2021. If the investor’s bank account is in a different bank than the place of subscription, the refund will be paid to a Finnish bank account in accordance with the payment schedule of the financial institutions, approximately no later than two (2) banking days thereafter.

The participants in the Personnel Offering have committed to a lock-up lasting 365 days from the date of the completion decision related to the Share Issue. The Company has committed to a lock-up lasting 90 days from the commencement of trading in the Offer Shares.

Trading in the Offer Shares is expected to commence on the official list of Nasdaq Helsinki Ltd on or about 23 June 2021. The ISIN code of the Shares is FI4000301585 and the share trading code is ESENSE.

Evli Bank Plc acted as the lead manager in the Share Issue. Roschier, Attorneys Ltd. acted as the legal adviser to the Company. IR Partners Oy acted as communication advisor to the Company.

The CEO of Enersense Jussi Holopainen comments:

I am very pleased with the result of the share issue. This will contribute to our ability to be a significant promoter of a zero-emission society in accordance with our vision. I would like to thank everyone who participated in the share issue for their confidence and strong mandate and also to warmly welcome all new shareholders to our journey.

The Chair of Enersense Jaakko Eskola comments:

The public offering was more than two-times oversubscribed and the offering in total approximately 1.6-times oversubscribed. The success of the share issue indicates the importance of our work to the entire society. The energy revolution is real, and we have a significant role in its implementation.

 

Disclaimer

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change. This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Enersense International Plc (the Company”) in any jurisdiction where such offer or sale would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In any EEA Member State or the United Kingdom, other than Finland, this announcement is only addressed to and is only directed at qualified investors in that Member State or the United Kingdom within the meaning of Regulation (EU) 2017/1129 (“Prospectus Regulation”) and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK Prospectus Regulation”). Any potential offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus as set out in the Prospectus Regulation or the UK Prospectus Regulation. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. This announcement and the information contained herein are not for distribution in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any 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 or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. In the United Kingdom, this announcement and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it. This announcement is for information purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in any securities of the Company. Evli (the “Lead Manager”) is acting exclusively for the Company and no-one else in connection with the Offering. It will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Lead Manager or any of its respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Forward-looking statements

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialise or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Information to Distributors

For the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) Chapter 5 of the Finnish Financial Supervisory Authority’s regulations regarding investment services and activities, FFFS 2017:2, (together the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, where the target market for shares in the Company are: (i) retail investors and (ii) investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II (the “target market”). Notwithstanding the assessment of the target market, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company. Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.

Enersense International Plc publishes the terms of the directed share issue

The Annual General Meeting of the shareholders of Enersense International Plc (the “Company”) resolved on 19 March 2021 to authorise the Company’s Board of Directors to decide on an issue of a maximum of 3,000,000 new shares. The Board of Directors was authorised to decide within the limits of the authorisation mentioned above on all terms and conditions of the share issue, including issuing shares in a directed share issue. The Company’s Board of Directors is expected to decide on the issuance of New Shares (as defined below) based on the authorisation on or about 23 June 2021. The Company aims to raise preliminarily a maximum of approximately EUR 15 million before the expenses related to the arrangement by offering preliminarily a maximum of 1,525,000 new shares (the “New Shares” or the “Offer Shares”) in deviation from the shareholders’ pre-emptive subscription rights in (i) an institutional offering to institutional investors in Finland and internationally in compliance with the applicable legislation (the “Institutional Offering”), (ii) a public offering to private individuals and entities in Finland (the “Public Offering”) and (iii) in a personnel offering to the employees employed by the Company or its group companies in Finland, Estonia, Latvia, Lithuania, and France during the subscription period and the members of the Company’s Board of Directors and management team (the “Personnel Offering” and together with the Institutional Offering and the Public Offering, the “Share Issue”). The Company’s Board of Directors is entitled to increase the number of the Offer Shares by 250,000 New Shares at maximum (the “Additional Shares”) and the Company’s Board of Directors has also the right to cancel the Share Issue at any time before the execution of the Share Issue for any reason, such as the market conditions, the Company’s financial position or a material change in the Company’s business. The Company, the Company’s Board of Directors, the Company’s management and employees participating in the Personnel Issue are expected to enter into usual transfer restriction arrangements.

Enersense announced on 4 June 2021 that it is planning a share issue and specified its plan regarding the transfer onto the main market of Nasdaq Helsinki Ltd (”Main Market”). The Company has submitted a Prospectus (“Prospectus”) for the share issue and list transfer for approval by the Finnish Financial Supervisory Authority. The Prospectus is expected to be approved on or about 10 June 2021.

The Share Issue in brief:

• The Company aims to raise preliminarily a maximum of approximately EUR 15 million before the expenses related to the arrangement by offering preliminarily a maximum of 1,525,000 New Shares in deviation from the shareholders’ pre-emptive subscription rights in (i) an Institutional Offering, (ii) a Public Offering and (iii) in a Personnel Offering
• The subscription price in the Share Issue (the “Final Subscription Price”) is determined on the basis of the subscription offers provided by institutional investors in market terms, and the Company will decide the Final Subscription Price on or about 23 June 2021. However, the subscription price of the Offer Shares is EUR 10.04 per Offer Share at maximum (the “Maximum Subscription Price”) in the Institutional Offering and the Public Offering. The Maximum Subscription Price corresponds to the Company’s share’s volume-weighted average price during the 10 trading days preceding the date of the Prospectus (27 May 2021 –  9 June 2021).
• In the Personnel Offering, the subscription price is the lower of the following: 1) the Final Subscription Price reduced by 10 percent, or 2) EUR 8.51 per Share.
• The Offer Shares represent at most 11.6 percent of the Company’s all shares (the “Shares”) and votes after the Share Issue assuming that the Company issues a maximum of 1,525,000 New Shares and the individuals entitled to participate in the Personnel Offering subscribe for 150,000 New Shares in total with the subscription price applied to these Shares.
• Veritas Pension Insurance Company Ltd, Nidoco AB, Aurator Asset Management Ltd and Verman Group Oy have committed to becoming cornerstone investors (“Cornerstone Investors“) in the planned Share Issue. The Cornerstone Investors have, each individually, committed to subscribe for shares at the final subscription price in the planned Share Issue, subject to certain customary conditions being fulfilled, for a total of approximately EUR 8.3 million. Cornerstone investors have committed to subscribe for Offer Shares as follows:
  • Veritas Pension Insurance Company Ltd with EUR 3.5 million
  • Nidoco AB with EUR 2.5 million
  • Aurator Asset Management Ltd with EUR 1.85 million
  • Verman Group Oy with EUR 437 500
• In the Public Offering, preliminarily a maximum of 335,000 New Shares will be offered.
• In the Institutional Offering, preliminarily a maximum of 1,040,000 New Shares will be offered.
• In the Personnel Offering, preliminarily a maximum of 150,000 New Shares will be offered.
• The subscription period for the Institutional Offering will commence on 14 June 2021, at 10:00 a.m. (Finnish time) and end at the latest on 22 June 2021, at 9:00 p.m. (Finnish time).
• The subscription period for the Public Offering will commence on 14 June 2021, at 10:00 a.m. (Finnish time) and end at the latest on 21 June 2021, at 4:00 p.m. (Finnish time).
• The subscription period for the Personnel Offering will commence on 14 June 2021, at 10:00 a.m. (Finnish time) and ends at the latest on 21 June 2021, at 4:00 p.m. (Finnish time).
• The subscription periods may be discontinued independently of each other earliest on 18 June 2021 at 4:00 p.m. (Finnish time).
• The Company has appointed Evli Bank Plc to act as the lead manager in the Share Issue. Roschier, Attorneys Ltd. acts as the legal adviser to the Company. IR Partners Oy acts as acts as communication advisor to Enersense.
• Evli Bank Plc and Nordnet Bank AB act as subscription places in the Institutional Offering and Public Offering. Evli Alexander Incentives acts as subscription place in the Personnel Offering.

The terms and conditions of the Share Issue are attached to this release in their entirety.

Background of the Share Issue and use of proceeds

The objective of the Share Issue is to promote Enersense’s ability to implement its strategy pursuing organic and inorganic growth and to bring financial flexibility to the development of the business operations by enhancing the solvency of the group. Another objective of the Share Issue is to broaden the ownership base with new institutional and other investors. By broadening the ownership base, the Company strives to broaden its financial basis in order to support its growth in accordance with its strategy both now and in the future, in addition to which the Company estimates the price formation of the Share to be enhanced by increasing the number of Shares held and freely traded by the public. The objective of the Personnel Offering is to commit and incentivize the personnel of the Company

The proceeds from the Share Issue are intended to be used for working capital needs as well as for supporting the growth and development of the business operations in accordance with the Company’s strategy.

The planned transfer onto the Main Market and publication of the Prospectus

The Shares in Enersense are subject to trading on Nasdaq First North Growth Market Finland marketplace under the share trading code ESENSE. Enersense announced on 7 June 2021 that it has submitted a listing application to Nasdaq Helsinki to list the Shares onto the Main Market. Trading in the Shares is expected to commence on the Main Market on or about 14 June 2021 and in respect of the New Shares to be issued in the Share Issue on or about 24 June 2021.

Enersense has submitted a Prospectus regarding the Share Issue and list transfer for approval by the Finnish Financial Supervisory Authority. The Company expects the Prospectus to be approved on or about 10 June 2021. The Finnish Prospectus will be available in electronic format after the approval of the Prospectus on or about 10 June 2021 on the Company’s website at www.enersense.com/osakeanti, at the website of Evli Bank Plc at www.evli.com/enersense and at the website of Nordnet Bank AB Finnish Branch at www.nordnet.fi/fi/enersense. The printed version of the Prospectus will be available at the registered office of the Company at Konepajanranta 2, FI-28100 Pori, Finland. In addition, the Finnish Prospectus will be available on or about 10 June 2021 at Evli’s branch offices at Aleksanterinkatu 19 A, 4^th floor, FI-00101 Helsinki, Finland

The English language Offering Circular and the documents incorporated therein by reference will be available on or about 10 June 2021 on the Company’s website at www.enersense.com/share-issue and on the website of Evli at www.evli.com/enersense-en.

Important dates

Prospectus available in electronic format Trading in the Shares on the Main Market is expected to commence	10.6.2021 (estimate)14 June 2021
Subscription period commences	14 June 2021 at 10:00 a.m. (Finnish time)
The subscription periods may be discontinued at the earliest	18 June 2021 at 4:00 p.m. (Finnish time)
Subscription periods for the Public Offering and the Personnel Offering end	21 June 2021 at 4:00 p.m. (Finnish time)
Subscription period for the Institutional Offering ends	22 June 2021 at 9:00 p.m. (Finnish time)
Announcement of the final results of the Offering	23 June 2021 (estimate)
The New Shares subscribed for in the Public Offering and the Personnel Offering will be recorded in the book-entry accounts	23 June 2021 (estimate)
Trading in the New Shares on the Main Market is expected to commence	24 June 2021 (estimate)
The New Shares subscribed for in the Institutional Offering are ready to be delivered against payment through Euroclear Finland Oy	28 June 2021 (estimate)

 

Disclaimer

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change. This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Enersense International Plc (the Company”) in any jurisdiction where such offer or sale would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In any EEA Member State or the United Kingdom, other than Finland, this announcement is only addressed to and is only directed at qualified investors in that Member State or the United Kingdom within the meaning of Regulation (EU) 2017/1129 (“Prospectus Regulation”) and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK Prospectus Regulation”). Any potential offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus as set out in the Prospectus Regulation or the UK Prospectus Regulation. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. This announcement and the information contained herein are not for distribution in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any 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 or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. In the United Kingdom, this announcement and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it. This announcement is for information purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in any securities of the Company. Evli (the “Lead Manager”) is acting exclusively for the Company and no-one else in connection with the Offering. It will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Lead Manager or any of its respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Forward-looking statements

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialise or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Information to Distributors

For the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) Chapter 5 of the Finnish Financial Supervisory Authority’s regulations regarding investment services and activities, FFFS 2017:2, (together the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, where the target market for shares in the Company are: (i) retail investors and (ii) investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II (the “target market”). Notwithstanding the assessment of the target market, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company. Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.