News Tag: Other Corporate Information

Enersense International Plc´s Financial Statements Bulletin for the year 2023 will be published on Thursday 29 February 2024. Financial Statements and Board of Directors’ Report for 2023 will be published during week 10.

In addition, Enersense will publish two Business Reviews and a Half-year Financial Report in 2024:

• January-March on Friday 26 April 2024.
• January-June on Thursday 1 August 2024.
• January-September on Monday 28 October 2024.

Enersense International Plc´s Annual General Meeting 2024 is planned to be held on Thursday 4 April 2024. Enersense’s Board of Directors will summon the Annual General Meeting at a later date.

A shareholder who wishes to include a matter on the agenda of the Annual General Meeting should submit such request by 16 February 2024 to Enersense International Plc/Legal, Konepajanranta 2, 28100 Pori or by e-mail to yhtiokokous@enersense.com.

ENERSENSE INTERNATIONAL PLC

Tommi Manninen
SVP, Communications and Public Affairs

More information:  

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

DISTRIBUTION:
Nasdaq Helsinki
Major media
www.enersense.com

Enersense changes the accounting of wind power projects from the beginning of 2023 so that realised sales gains from completed wind power projects are recognised in revenue in the income statement, whereas they were previously included in other operating income. In addition, distribution of funds to minority shareholders which is based on a shareholder agreement are recognised in financial expenses in the income statement, while they were previously treated as decreases in equity.

These changes are related to the specification of accounting principles the aim of which is to provide clearer and more comparable information about Enersense’s wind power projects and their impact on the company’s financial results.

Impact of the change in accounting on the group’s turnover, financial expenses and earnings per share

As a result of the change, revenue increased by EUR 6.4 million for the first quarter and by EUR 7.5 million for the fourth quarter of 2022. The full-year revenue increased by EUR 14 million in total. Other operating income decreased correspondingly. The change had no impact on operating results for 2022.

Financial expenses increased by EUR 2.5 million for the first quarter and by EUR 4.9 million for the fourth quarter of 2022. Full-year financial expenses increased by EUR 7.4 million.

Earnings per share decreased by EUR 0.16 for the first quarter and by EUR 0.30 for the fourth quarter of 2022. Full-year earnings per share decreased by EUR 0.46.

Impact of the change in accounting on the Power segment’s revenue and EBITDA-%

The Power segment’s revenue increased by EUR 6.4 million for the first quarter and by EUR 7.5 million for the fourth quarter of 2022. The full-year revenue increased by EUR 14 million in total. The change had no impact on EBITDA, but it decreased the EBITDA-% by 18.8 percentage points for the first quarter and by 14.3 percentage points for the fourth quarter of 2022.

Key comparison figures for 2022 by quarter are presented below for the Group and the Power segment following the changes defined above.

The group’s changed key figures for 2022

	1–3/2022	4–6/2022	6–9/2022	10–12/2022	1–12/2022
Revenue (EUR 1,000)	60,202	59,827	64,390	97,578	281,997
EBITDA (EUR 1,000)	5,410	-614	4,047	3,367	12,210
EBITDA, %	9.0	-1.0	6.3	3.5	4.3
Adjusted EBITDA (EUR 1000)	5,479	-431	4,255	4,350	13,653
Adjusted EBITDA, %	9.1	-0.7	6.6	4.5	4.8
Operating result (EUR 1,000)	3,227	-2,772	1,929	1,095	3,479
Operating result, %	5.4	-4.6	3.0	1.1	1.2
Financial income and expenses	-3,707	-678	-786	-5,336	-10,507
Result for the period (EUR 1,000)	-1,294	-4,133	1,169	-5,577	-9,835
Return on equity, %	-2.6	-6.3	2.9	-9.9	-17.5
Earnings per share, undiluted, EUR	-0.06	-0.25	0.08	-0.34	-0.57
Earnings per share, diluted, EUR	-0.06	-0.25	0.08	-0.34	-0.57

The Power segment’s changed key figures for 2022

EUR million	1–3/2022	4–6/2022	6–9/2022	10–12/2022	1–12/2022
Revenue	20,763	14,043	14,556	25,596	74,958
EBITDA	8,756	599	1,147	8,735	19,237
EBITDA, %	42.2	4.3	7.9	34.1	25.7

ENERSENSE INTERNATIONAL PLC
Tommi Manninen
SVP, Communications and Public Affairs

More information:

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

Mikko Jaskari, CFO
Tel.: +358 40 053 5337​
Email: mikko.jaskari@enersense.com​

Distribution:
Nasdaq Helsinki
Major media
www.enersense.com

Enersense, a provider of zero-emission energy solutions, and Elisa, a Finnish telecommunications and digital services company, have signed an add-on turnkey contract for the construction of Elisa’s Fibre to the Home optic fibre network in Finland. The total value of the add-on contract is EUR 35 million, and it more than doubles the volume of optic fibre networks Enersense will construct for Elisa in 2024–2026. The contract will be included in Enersense’s Connectivity business area’s second quarter 2023 order book. The contract is an extension of the companies’ long-term cooperation.

Enersense is responsible for the turnkey delivery, which contains the project management, planning and construction of the network, materials logistics, and customer deliveries.

“We are very pleased that our cooperation in building Elisa’s fibre-to-the-home (FTTH) connections is continuing. Building a zero-emission society is at the core of Enersense’s strategy, and high-speed optical fibre networks have a role to play in this. FTTH construction is expected to grow significantly in Finland in the coming years. It is great that our customers are relying on Enersense’s optical fibre network construction services, and that our business operations are growing with the market,” says Jussi Holopainen, President & CEO, Enersense.

ENERSENSE INTERNATIONAL PLC
Tommi Manninen
SVP, Communications and Public Affairs

More information: 

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

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

DISTRIBUTION:
Nasdaq Helsinki
Major media
www.enersense.com

Enersense has initiated an evaluation of options to further accelerate its growth ambitions within its Power segment, specifically the strategy to become a significant zero-emission energy producer. Enersense’s energy production target by 2027 is 600–700 MW, of which 600 MW would be wind power and 100 MW solar power.

The options to be considered include creating a new, separate Enersense subsidiary for renewable energy development and production and engaging with external parties to identify possible partners that would support an acceleration of the growth strategy. Enersense has engaged BNP Paribas as financial advisor to assist with the evaluation. 

Enersense will carefully evaluate the various options and take the necessary time to consider the best possible solution. Enersense will give an update in due course, if any concrete outcome were to materialise.

ENERSENSE INTERNATIONAL PLC
Tommi Manninen
SVP, Communications and Public Affairs

More information: 

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

Mikko Jaskari, CFO
Tel.: +358 40 053 5337​
Email: mikko.jaskari@enersense.com​

Media contacts: 
Tommi Manninen, SVP, 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 (“Company”) has resolved to postpone the publication of Business Review for the first quarter (Q1) of the financial year 2023. The Company’s Q1/2023 Business Review was initially to be published on 28 April 2023. The new publication date is 8 May 2023.

Enersense International Plc
BOARD OF DIRECTORS

Further information:

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

DISTRIBUTION
Nasdaq Helsinki
Main media
www.enersense.com

The Board of Directors of Enersense International Plc has decided on new share-based incentive plan directed to the Group key employees. The aim is to align the objectives of the shareholders and key employees for increasing the value of the company in the long-term, to retain the key employees at the company and to offer them competitive incentive plan that is based on earning and accumulating the company’s shares. The new incentive plan is a continuation of the Performance Share Plan 2022-2025 decided in February 2022. The new Performance Share Plan 2023-2025 consists of one performance period, covering the financial years 2023-2025.

In the plan, the target group is given an opportunity to earn Enersense International Plc shares based on performance. The rewards of the plan are based on the absolute total shareholder return of the company’s share (TSR) for the financial years 2023-2025, on the Group’s cumulative Operating Profit in euro for the financial years 2023-2025, and on the Group’s ESG development program.

The potential rewards based on the plan will be paid after the end of the performance period, in spring 2026. The rewards will be paid partly in Enersense International Plc shares and partly in cash. The cash proportions of the rewards are intended for covering taxes and statutory social security contributions arising from the rewards to the participants. In general, no reward is paid if the participant’s employment or director contract terminates before the reward payment.

The rewards to be paid based on the plan correspond to the value of an approximate maximum total of 241.000 Enersense International Plc shares, also including the proportion to be paid in cash. Approximately 40 persons, including the President and CEO and other members of the Group Executive Team, belong to the target group of the plan.

The President and CEO of Enersense International Plc and the member of the Group Executive Team must own at least 50 per cent of the shares received as a net reward from the plan, until the value of the President and CEO’s shareholding in Enersense International Plc equals to his annual base salary of the preceding year, and until the value of other Group Executive Team member’s shareholding in Enersense International Plc equals to 50 per cent of their annual base salary of the preceding year. Such number of Enersense International Plc shares must be held as long as the membership in the Group Executive Team or the position as the President and CEO continues.

ENERSENSE INTERNATIONAL PLC
Board of Directors

More information:

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

DISTRIBUTION
Nasdaq Helsinki
Key media
www.enersense.fi

The Board of Directors of Enersense International Plc has, on 27 February 2023, approved an updated disclosure policy, which describes the key disclosure principles Enersense observes in its investor communications. The updated disclosure policy comes into force with immediate effect. The main change to the disclosure policy concerns a new “investor news” category for releases. In addition, some technical updates, mainly relating to internal responsibilities, have been made to the company’s disclosure policy.

Enersense will begin publishing investor news alongside stock exchange releases and press releases. In the investor news category, the company significant events related to the company’s business, such as customer orders and M&A activities, other strategically significant events or changes in the company’s operations that do not meet the regulatory criteria set for stock exchange releases or those set in the disclosure policy but are deemed to be of general interest to investors.

The updated disclosure policy is attached to this release. The policy is also available on the company’s website.

ENERSENSE INTERNATIONAL PLC
Tommi Manninen
SVP, Communications and Public Affairs

More information:

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

DISTRIBUTION
Nasdaq Helsinki
Key media
www.enersense.fi

Enersense withdraws from the merger concerning Voimatel Oy. On 13 January 2023, the Finnish Competition and Consumer Authority (FCCA) decided to initiate further proceedings regarding the acquisition, because it considered it necessary to continue investigating its competition impacts. The further proceedings may take a maximum of 69 working days.

Enersense has been informed by the FCCA that, according to the analyses carried out by the competition authority, the combined market share of the operators concerned would grow too large in several market segments. Neither did the FCCA consider, contrary to Enersense’s views, the customers’ bargaining power or countervailing buyer power a sufficiently countervailing factor in the competitive situation.

For this reason, Enersense’s Board of Directors has considered it impossible to implement the merger in the desired form and decided to withdraw from the acquisition. The withdrawal occurs by consensus with Osuuskunta KPY, the owner of Voimatel.

“We are of course disappointed because the merger would have been a good solution for creating, developing and maintaining critical telecommunications and network infrastructure for the whole of Finland. The merger would have provided us with synergy benefits, but the non-implementation of the merger will have no effect on the objectives of our growth strategy and their attainment,” says CEO Jussi Holopainen.

ENERSENSE INTERNATIONAL PLC
Board of Directors

More information:

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

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

DISTRIBUTION
Nasdaq Helsinki
Key media
www.enersense.fi

Enersense International Plc’s Shareholders’ Nomination Board has submitted the following proposals to the company’s Board of Directors for the Annual General Meeting 2023 planned for 4 April 2023:

Proposal for the number of members in the Board of Directors and the composition of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting that the Board of Directors is composed of six (6) members.

The Shareholders’ Nomination Board proposes that, for the term of office lasting until the end of the Annual General Meeting 2024, Jaakko Eskola, Sirpa-Helena Sormunen, Sari Helander and Petri Suokas will be re-elected as board members, and Anna Miettinen and Carl Haglund will be elected as new board members. Current board members Herkko Plit and Päivi Jokinen will no longer continue as board members.

The Nomination Board has considered the requirements set by Enersense’s operations and Enersense’s diversity principles as it has prepared the composition of the Board of Directors.

Information about the proposed board members is available on Enersense’s website at https://enersense.fi/sijoittajalle/hallinnointi/yhtiokokous/.

The Board of Directors elects its Chair and Vice Chair from among its members. The Nomination Board recommends the first meeting of the Board of Directors that Jaakko Eskola is re-elected as Chair of the Board of Directors and Sirpa-Helena Sormunen is elected as Vice Chair of the Board of Directors.

All candidates have given their consent to be elected for the duty and the Nomination Board assesses that all candidates are independent of the company at the time of submitting the proposal. In addition, Sirpa-Helena Sormunen, Sari Helander, Carl Haglund and Anna Miettinen are independent of any significant shareholders. Jaakko Eskola is not independent of one of the company’s significant shareholders as he holds the position of Senior Industrial Advisor at Nidoco AB. Petri Suokas is not independent of one of the company’s significant shareholders as he is a member of the Board of Directors of MBÅ Invest Oy.

Proposal for the fee to be paid to the members of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting 2023 that the fees to be paid to the members of the Board of Directors in the upcoming term of office will be:

• annual fee of EUR 42,000 (40,000) for the Chair
• annual fee of EUR 32,000 (30,000) for the Vice Chair
• annual fee of EUR 27,000 (25,000) for each member

in addition, meeting fees for each meeting of the Board of Directors and committees:

• EUR 1,000 for Chairs of the Board of Directors and committees
• EUR 500 for other members.

Travel expenses are proposed to be reimbursed in accordance with the company’s current travel reimbursement policy.

Chair of the Shareholder’s Nomination Board which prepared the proposals for the Annual General Meeting 2023 is Alexander Ehrnrooth, Nidoco AB, and members are Risto Takkala, MBÅ Invest Oy and Janne Vertanen, Verman Group Oy. Jaakko Eskola, Chair of the Board of Directors, serves as an expert for the Nomination Board.

The Nomination Board’s proposals will be added to the notice of the Annual General Meeting.

Enersense International Plc
Jussi Holopainen
President and CEO

More information:

Alexander Ehrnrooth
Chair of the Nomination Board
Telephone: +358 9 6122340

Media contacts:
Tommi Manninen, SVP, Communications and Public Affairs
Tel. +358 (0)40 043 7515
Email: tommi.manninen@enersense.com

According to the preliminary unaudited information, Enersense International Plc’s adjusted EBITDA for the fiscal year 2022 will exceed EUR 12 million due to wind power projects that have proceeded faster than anticipated and resulting payment realization.

According to the preliminary unaudited information, the Group’s revenue will be at the upper end or above the previous guidance.

According to the guidance given by the company in July, Enersense expected that the adjusted EBITDA for 2022 will be in the range of EUR 6–12 million and the revenue in the range of EUR 245–265 million.

Enersense will publish its Financial Statement Bulletin for 2022 on Monday 27 February 2023.

ENERSENSE INTERNATIONAL PLC
Jussi Holopainen
CEO

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, a provider of zero-emission energy solutions, and a Finnish optic fiber company Valoo have signed a turn-key project contract on construction of an optic fiber network (FTTH = Fiber to the Home) in Finland. The contract is part of Valoo´s extensive optic fiber network construction projects in different parts of Finland. The total value of the contract that spans over four years is approximately EUR 35 million and it will be included in the first quarter 2023 order book of Enersense’s Connectivity business area. The project will commence immediately when the earthworks season begins in 2023.

Enersense is responsible for the turn-key delivery which contains project management, planning, construction and documentation of the network. In the first phase the focus of the construction works is in the South-Eastern part of Finland in Lappeenranta, Kotka and Hamina.

“We will continue our long-term investments in the secure, safe and sustainable Finnish data transmission. Cooperation with Enersense supports us in reaching our goal to build the future of Finland on a sustainable base. With this agreement, the total value of our contracting contracts will rise to over 300 million euros”, says Tommi Linna, CEO of Valoo.

”We thank Valoo for their confidence on Enersense’s FTTH-services. Fast telecommunications connections are crucial in enabling the continuously growing data transmission that energy transition needs. This new contract demonstrates again the strong capabilities of our Connectivity business area in executing telecommunications networks”, says Jussi Holopainen, CEO of Enersense.

ENERSENSE INTERNATIONAL PLC
Jussi Holopainen
CEO

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

The Finnish Competition and Consumer Authority (FCCA) has decided to transfer Enersense International Plc’s acquisition regarding Voimatel Oy to further processing, which may take up to 69 business days. During the first phase of the processing, the FCCA has obtained information from competitors, customers and suppliers by means of requests for statements and reports. The FCCA deems it necessary to continue the analysis of the competitive impacts of the acquisition.

“At Enersense we see closing of this acquisition important because effective information and energy networks play a key role in society. In terms of functionality of society and security of supply in Finland, it is – and will continue to be – important to create, develop and maintain a critical telecommunications and network infrastructure. We also see that assessing the countervailing buyer power, where also the bargaining strength of the buyer as well as its commercial significance to the seller are considered, is essential in terms of the analysis of the competitive impact of an acquisition. There are conflicting views on this matter, but we trust that the Authority will carefully assess the situation as a whole”, says Jussi Holopainen, President and CEO, Enersense International Plc.

The Estonian Competition Authority has previously approved the acquisition in terms of the companies’ operations in Estonia (press release 18 November 2022).

Enersense International Plc 
Jussi Holopainen 
CEO 

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 

As previously announced by Enersense International Plc (the “Company”) through a stock exchange release on 23 December 2022, the Board of Directors of the Company has, based on the authorization granted by the Extraordinary General Meeting held on 23 December 2022, resolved to issue 260 special rights entitling to shares of the Company (the “Shares”) referred to in Chapter 10 Section 1 of the Finnish Companies Act. The special rights were issued in deviation from the shareholders’ pre-emptive subscription rights (directed issue) for no consideration to the initial subscribers of the Company’s EUR 26 million senior unsecured conditionally convertible notes due 15 January 2027 (the “Notes”) and/or to any subsequent purchasers of the Notes. The special rights are attached to the Notes and cannot be separated from the Notes.

The special rights entitling to Shares have been registered in the Finnish Trade Register today on 27 December 2022.

In accordance with the terms and conditions of the Notes (the “Conditions”), this stock exchange release constitutes a “Physical Settlement Notice” (as defined in the Conditions). With this stock exchange release, the Company hereby notifies holders of the Notes that that the “Physical Settlement Date” (as defined in the Conditions) shall occur on 12 January 2023. Pursuant to the Conditions, the holders of the Notes shall, upon the occurrence of the Physical Settlement Date, have the right to convert the Notes into Shares based on the above-mentioned special rights entitling to Shares.

Pori, 27 December 2022

Enersense International Plc
The Board of Directors

More information:

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

Media contacts:

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

Enersense, a provider of zero-emission energy solutions, and Elisa, a Finnish telecommunications and digital services company, have signed a turn-key project contract on construction of Elisa’s optic fiber network (FTTH = Fiber to the Home) in Finland. The project will be one part of Elisa´s optic fiber network construction roadmap in the coming years and it will be executed during 2023-2025. The total value of the project is approximately EUR 30 million.

The contract will be included in the fourth quarter 2022 order book of Enersense’s Connectivity business area. The project will commence immediately with planning of the FTTH areas in various parts of Finland.

Enersense is responsible for the turn-key delivery which contains project management, planning and construction of the network, materials logistics and customer deliveries.

”We are very delighted about the confidence Elisa has shown on Enersense’s FTTH-services. Fast fiber networks are part of enabling a zero-emission society which is important for us at Enersense. Currently around 50 per cent of Finnish households are connected to an optic fiber network and during the coming years constructing FTTH is expected to grow significantly,” says Jussi Holopainen, CEO of Enersense.

Enersense International Plc
Jussi Holopainen
CEO

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

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, IN INTO OR FROM, DIRECTLY OR INDIRECTLY, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS), AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR TO ANY OTHER JURISDICTION WHERE SUCH AN ANNOUNCEMENTWOULD BE UNLAWFUL

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE TO U.S. PERSONS OR IN ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES, AUSTRALIA CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR TO ANY OTHER JURISDICTION WHERE SUCH AN ANNOUNCEMENT WOULD BE UNLAWFUL. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.

Enersense International Plc (“Enersense“ or the ”Company”) today completed an offering (the ”Offering”) of EUR 26 million (the “Nominal Amount”) of senior unsecured conditionally convertible notes due 15 January 2027 (the ”Notes”).

The net proceeds of the Offering are intended for investments and general corporate purposes.

The Notes will carry a coupon of 7.0 % per annum, payable semi-annually in arrear in equal instalments on 15 January and 15 July in each year, commencing on 15 July 2023. The initial conversion price has been set at EUR 8.00, representing a conversion premium of approximately 32.1 % to the arithmetic average of the volume weighted average price of Enersense’s shares (the ”Shares”) which are listed on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki“) on each of the 10 dealing days prior to the launch of the Notes, representing EUR 6.0573 (the ”Market Reference Price“). The conversion price will be subject to certain adjustments in the event of specified corporate events, as well as customary anti-dilution adjustments pursuant to the terms and conditions of the Notes (the “Terms and Conditions”).

The Notes will be issued at 100 % of the Nominal Amount and, unless previously converted, redeemed or purchased and cancelled, will be redeemed at 100% of the Nominal Amount on maturity. Closing is expected to occur on or about 12 December 2022 (the “Issue Date”).

Enersense will have the right to redeem all but not some only of the outstanding Notes at the Nominal Amount together with accrued but unpaid interest to (but excluding) the date fixed for redemption, subject to a minimum of 30 days’ and a maximum of 60 days’ prior notice:

• at any time on or after 10 March 2025, if the Parity Value (as defined in the Terms and Conditions) in respect of a Note exceeds EUR 130,000 on each of not less than 20 dealing days in any period of 30 consecutive dealing days ending not earlier than seven business days prior to date on which the notice of redemption is given to noteholders; or
• at any time, if prior to date on which the notice of redemption is given to noteholders less than 15% of the aggregate Nominal Amount of the Notes originally issued (including any Subsequent Notes, as defined in the Terms and Conditions) remains outstanding.

Jussi Holopainen, President & CEO of Enersense, commented: “We are very pleased by the investor interest shown towards Enersense’s inaugural convertible bond issue, which saw strong support from new and existing investors. Based on multiple discussions with a diverse base of investors, we see clear support for continuing our journey in enabling the ongoing energy transition in Europe, and the capital raised from institutional investors in a challenging financial environment is a strong testament of the value and necessity of our work. The net proceeds from the transaction will support us in reaching the ambitious goals that we have set for ourselves, and are an important milestone in enabling our 2027 targets. I am very proud of the entire Enersense team for making this possible with the important work that we do for our customers, other stakeholders, and society at large every single day.”

The Notes will become convertible into Enersense’s shares subject to a resolution by the Extraordinary General Meeting of the Company’s shareholders authorizing the Company’s Board of Directors to resolve on the issue of special rights entitling to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act (624/2006, as amended) to enable the issue of such Shares upon the exercise of conversion rights by noteholders in respect of the Notes (the “Shareholders’ Resolution”) and a subsequent resolution by the Board of Directors to decide on the issue of such special rights based on the authorization (the “Board Resolution”). The Extraordinary General Meeting is expected to take place on or about 23 December 2022.

In connection with the Offering, certain shareholders of the Company, including Nidoco AB, MBÅ Invest Oy, Verman Group Oy and Ensto Invest Oy, who together represent approximately 54.95 % of Enersense’s current total number of Shares, have irrevocably agreed to vote in favour of the Shareholders’ Resolution at the Extraordinary General Meeting.

If the Shareholder Resolution and the Board Resolution are not passed by the date falling 3 months after the Issue Date and the Notes have not been redeemed in accordance with the Terms and Conditions, noteholders will be entitled to exercise a cash settlement right whereby they would receive a cash amount equal to the market value of the Shares notionally underlying the Notes as detailed in the Terms and Conditions.

Nordea Bank Abp is acting as the Sole Global Coordinator and Bookrunner for the Offering.

Enersense International Plc
Jussi Holopainen
CEO

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

Important Information

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 for any purpose on the information contained in this announcement or its accuracy, completeness or fairness. The information in this announcement is subject to change.

No action has been taken by Enersense, Nordea Bank Abp or any of their respective affiliates that would permit an offering of the Notes or the Shares (each a “Security” and together, the “Securities”) or possession or distribution of this announcement or any offering or publicity material relating to the Offering or the Securities (together, the “Offer Materials”) in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement or any other Offer Materials comes are required by the Company and Nordea Bank Abp to inform themselves about, and to observe, any such restrictions.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions), Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or to any other jurisdiction where such an announcement 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.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, Notes to any person in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or in any other jurisdiction

This announcement and any other Offer Materials are not intended as investment advice and under no circumstances are they to be used or considered as an offer to sell, or a solicitation of an offer to buy, any Security nor a recommendation to buy or sell any Security.

An investment in the Securities includes a significant degree of risk. Any decision to purchase any of the Securities should only be made on the basis of an independent review by a prospective investor of the Company’s publicly available information and the Terms and Conditions of the Securities. Each person receiving this announcement, or any other Offer Materials should consult his/her professional advisers to ascertain the suitability of the Securities as an investment. Neither Nordea Bank Abp nor any of its respective affiliates accept any liability arising from the use of, or make any representation as to the accuracy or completeness of, this stock exchange release or any other Offer Materials or the Company’s publicly available information. The information contained in this announcement, or any other Offer Materials is subject to change in its entirety without notice up to the date of issue of the Notes.

In connection with the Offering, Nordea Bank Abp and any of its respective affiliates may take up a portion of the Notes in the Offering and/or may acquire Shares as a principal position and in that capacity may retain, purchase, sell or offer to sell for their own accounts such Notes, Shares and other securities of the Company or its group or related investments in connection with the Offering or otherwise.

Nordea Bank Abp is acting on behalf of the Company and no one else in connection with the Securities and will not be responsible to any other person for providing the protections afforded to clients of Nordea Bank Abp or for providing advice in relation to the Securities.

Potential investors who are in any doubt about the contents of this announcement or any other Offer Materials should consult their stockbroker, bank manager, solicitor, accountant or other financial adviser. It should be remembered that the price of Securities and the income from them can go down as well as up.

This announcement may include statements that are, or may be deemed to be, ”forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms ”believes”, ”estimates”, ”plans”, ”projects”, ”anticipates”, ”expects”, ”intends”, ”may”, ”will” or ”should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Enersense Group’s business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.

Each of the Company, Nordea Bank Abp and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

THE SECURITIES MENTIONED IN THIS DOCUMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, ABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION. THE NOTES ARE BEING OFFERED AND SOLD OUTSIDE OF THE UNITED STATES IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT.

THIS ANNOUNCEMENT AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE “EEA”) AND THE UNITED KINGDOM (THE “UK”) AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (“QUALIFIED INVESTORS”). FOR THESE PURPOSES, THE EXPRESSION “PROSPECTUS REGULATION” MEANS, IN THE CASE OF THE EEA, REGULATION (EU) 2017/1129 AND, IN THE CASE OF THE UK, REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE “EUWA”).

THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UK. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS, IN THE EEA, A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF MIFID II; OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS, IN THE UK, A PERSON WHO IS ONE (OR MORE) OF (I) A RETAIL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2 OF REGULATION (EU) NO 2017/565 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA OR (II) A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE “FSMA”) AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA TO IMPLEMENT DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF UK MiFIR. CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED (THE “PRIIPS REGULATION”) OR THE PRIIPS REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA (THE “UK PRIIPS REGULATION”) FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA OR THE UK HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UK MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION AND/OR THE UK PRIIPS REGULATION.

IN ADDITION, IN THE UNITED KINGDOM THIS STOCK EXCHANGE RELEASE IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”) AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON IN THE UNITED KINGDOM BY PERSONS WHO ARE NOT RELEVANT PERSONS.

SOLELY 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) LOCAL IMPLEMENTING MEASURES (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 NOTES HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT: (I) THE TARGET MARKET FOR THE NOTES IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN MIFID II; AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE NOTES TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE NOTES (A “DISTRIBUTOR”) SHOULD TAKE INTO CONSIDERATION THE MANUFACTURER’S TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE NOTES (BY EITHER ADOPTING OR REFINING THE MANUFACTURER‘S TARGET MARKET ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.

THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN RELATION TO ANY OFFERING OF THE NOTES.

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 NOTES.

EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE SECURITIES. NONE OF THE COMPANY OR NORDEA BANK ABP MAKE ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.

THIS ANNOUNCEMENT HAS NOT BEEN FILED WITH, OR REVIEWED BY, ANY NATIONAL OR LOCAL SECURITIES COMMISSION OR REGULATORY AUTHORITY OF THE UNITED STATES, THE UNITED KINGDOM, OR ANY OTHER JURISDICTION, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS STOCK EXCHANGE RELEASE. ANY REPRESENTATION TO THE CONTRARY MAY BE UNLAWFUL AND MAY BE A CRIMINAL OFFENCE.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, IN INTO OR FROM, DIRECTLY OR INDIRECTLY, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS), AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR TO ANY OTHER JURISDICTION WHERE SUCH AN ANNOUNCEMENTWOULD BE UNLAWFUL

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE TO U.S. PERSONS OR IN ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES, AUSTRALIA CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR TO ANY OTHER JURISDICTION WHERE SUCH AN ANNOUNCEMENT WOULD BE UNLAWFUL. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.

Enersense International Plc (“Enersense” or the ”Company“) announces today that it intends to make an offering (the ”Offering“) of senior unsecured conditionally convertible notes due 15 January 2027 (the ”Notes“) to selected professional investors and eligible counterparties. The Notes are proposed to be issued at an expected nominal amount of EUR 20-30 million (the ”Nominal Amount“). The net proceeds of the Offering are intended to be used for investments and general corporate purposes.

The Notes are expected to carry a coupon of 6.5-7.0 % per annum, payable semi-annually in arrear in equal instalments on 15 January and 15 July in each year, commencing on 15 July 2023. The initial conversion price is expected to be set at a price per share of 7.87-8.18 euros, implying a premium of approximately 30-35 % to the arithmetic average of the volume weighted average price of Enersense’s shares (the ”Shares“), which are listed on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”), on each of the 10 dealing days prior to the launch of the Notes, representing EUR 6.0573 (the “Market Reference Price”). The conversion price will be subject to certain adjustments in the event of specified corporate events, as well as customary anti-dilution adjustments pursuant to the terms and conditions of the Notes (the “Terms and Conditions”).

The Notes will be issued at 100 % of the Nominal Amount and, unless previously converted, redeemed or purchased and cancelled, will be redeemed at 100 % of the Nominal Amount on maturity. The final terms of the Offering will be announced via a separate stock exchange release, which will include confirmation of the date of closing of the transaction (the “Issue Date”).

Enersense will have the right to redeem all but not only some of the outstanding Notes at the Nominal Amount together with accrued but unpaid interest to (but excluding) the date fixed for redemption, subject to a minimum of 30 days’ and a maximum of 60 days’ prior notice:

• at any time on or after 10 March 2025, if the Parity Value (as defined in the Terms and Conditions) in respect of a Note exceeds EUR 130,000 on each of not less than 20 dealing days in any period of 30 consecutive dealing days ending not earlier than seven business days prior to date on which the notice of redemption is given to noteholders; or
• at any time, if prior to date on which the notice of redemption is given to noteholders less than 15 % of the aggregate Nominal Amount of the Notes originally issued (including any Subsequent Notes, as defined in the Terms and Conditions) remains outstanding.

The Notes will become convertible into Shares subject to a resolution by the Extraordinary General Meeting of the Company’s shareholders authorizing the Company’s Board of Directors to resolve on the issue of special rights entitling to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act (624/2006, as amended) to enable the issue of such Shares upon the exercise of conversion rights by noteholders in respect of the Notes (the “Shareholders’ Resolution”) and a subsequent resolution by the Board of Directors to decide on the issue of such special rights based on the authorization (the “Board Resolution”), following which the Company will issue an appropriate notice to the noteholders. A notice convening the Extraordinary General Meeting is expected to be issued shortly after the confirmation of the final terms of the Offering.

In connection with the Offering, certain shareholders of the Company, including Nidoco AB, MBÅ Invest Oy, Verman Group Oy,  and Ensto Invest Oy, who together represent approximately 54.95 % of Enersense’s current total number of Shares, have irrevocably agreed to vote in favour of the Shareholders’ Resolution at the Extraordinary General Meeting.

If the Shareholder Resolution and the Board Resolution have not been passed on or before the date falling 3 months after the Issue Date and the Notes have not been redeemed in accordance with the Terms and Conditions, Enersense may elect to redeem the Notes at the greater of (i) 102 % of the Nominal Amount of the Notes, and (ii) 102 % of the Fair Note Value (as defined in the Terms and Conditions) of the Notes, in each case together with accrued but unpaid interest to (but excluding) the Fair Value Redemption Date (as defined in the Terms and Conditions), whereupon the Notes will be redeemed on the Fair Value Redemption Date.

If the Shareholder Resolution and the Board Resolution are not passed by the date falling 3 months after the Issue Date and the Notes have not been redeemed in accordance with the Terms and Conditions, noteholders will be entitled to exercise a cash settlement right whereby they would receive a cash amount equal to the market value of the Shares notionally underlying the Notes as detailed in the Terms and Conditions.

No application has been made or is currently contemplated to be made to list the Notes or admit them to trading on any market.

Nordea Bank Abp is acting as the Sole Global Coordinator and Bookrunner for the Offering.

Enersense International Plc
Jussi Holopainen
CEO

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

Important Information

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 for any purpose on the information contained in this announcement or its accuracy, completeness or fairness. The information in this announcement is subject to change.

No action has been taken by Enersense, Nordea Bank Abp or any of their respective affiliates that would permit an offering of the Notes or the Shares (each a “Security” and together, the “Securities”) or possession or distribution of this announcement or any offering or publicity material relating to the Offering or the Securities (together, the “Offer Materials”) in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement or any other Offer Materials comes are required by the Company and Nordea Bank Abp to inform themselves about, and to observe, any such restrictions.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions), Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or to any other jurisdiction where such an announcement 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.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, Notes to any person in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or in any other jurisdiction

This announcement and any other Offer Materials are not intended as investment advice and under no circumstances are they to be used or considered as an offer to sell, or a solicitation of an offer to buy, any Security nor a recommendation to buy or sell any Security.

An investment in the Securities includes a significant degree of risk. Any decision to purchase any of the Securities should only be made on the basis of an independent review by a prospective investor of the Company’s publicly available information and the Terms and Conditions of the Securities. Each person receiving this announcement, or any other Offer Materials should consult his/her professional advisers to ascertain the suitability of the Securities as an investment. Neither Nordea Bank Abp nor any of its respective affiliates accept any liability arising from the use of, or make any representation as to the accuracy or completeness of, this stock exchange release or any other Offer Materials or the Company’s publicly available information. The information contained in this announcement, or any other Offer Materials is subject to change in its entirety without notice up to the date of issue of the Notes.

In connection with the Offering, Nordea Bank Abp and any of its respective affiliates may take up a portion of the Notes in the Offering and/or may acquire Shares as a principal position and in that capacity may retain, purchase, sell or offer to sell for their own accounts such Notes, Shares and other securities of the Company or its group or related investments in connection with the Offering or otherwise.

Nordea Bank Abp is acting on behalf of the Company and no one else in connection with the Securities and will not be responsible to any other person for providing the protections afforded to clients of Nordea Bank Abp or for providing advice in relation to the Securities.

Potential investors who are in any doubt about the contents of this announcement or any other Offer Materials should consult their stockbroker, bank manager, solicitor, accountant or other financial adviser. It should be remembered that the price of Securities and the income from them can go down as well as up.

This announcement may include statements that are, or may be deemed to be, ”forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms ”believes”, ”estimates”, ”plans”, ”projects”, ”anticipates”, ”expects”, ”intends”, ”may”, ”will” or ”should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Enersense Group’s business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.

Each of the Company, Nordea Bank Abp and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

THE SECURITIES MENTIONED IN THIS DOCUMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, ABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION. THE NOTES ARE BEING OFFERED AND SOLD OUTSIDE OF THE UNITED STATES IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT.

THIS ANNOUNCEMENT AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE “EEA”) AND THE UNITED KINGDOM (THE “UK”) AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (“QUALIFIED INVESTORS”). FOR THESE PURPOSES, THE EXPRESSION “PROSPECTUS REGULATION” MEANS, IN THE CASE OF THE EEA, REGULATION (EU) 2017/1129 AND, IN THE CASE OF THE UK, REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE “EUWA”).

THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UK. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS, IN THE EEA, A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF MIFID II; OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS, IN THE UK, A PERSON WHO IS ONE (OR MORE) OF (I) A RETAIL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2 OF REGULATION (EU) NO 2017/565 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA OR (II) A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE “FSMA”) AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA TO IMPLEMENT DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF UK MiFIR. CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED (THE “PRIIPS REGULATION”) OR THE PRIIPS REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA (THE “UK PRIIPS REGULATION”) FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA OR THE UK HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UK MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION AND/OR THE UK PRIIPS REGULATION.

IN ADDITION, IN THE UNITED KINGDOM THIS STOCK EXCHANGE RELEASE IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”) AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON IN THE UNITED KINGDOM BY PERSONS WHO ARE NOT RELEVANT PERSONS.

SOLELY 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) LOCAL IMPLEMENTING MEASURES (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 NOTES HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT: (I) THE TARGET MARKET FOR THE NOTES IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN MIFID II; AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE NOTES TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE NOTES (A “DISTRIBUTOR”) SHOULD TAKE INTO CONSIDERATION THE MANUFACTURER’S TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE NOTES (BY EITHER ADOPTING OR REFINING THE MANUFACTURER‘S TARGET MARKET ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.

THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN RELATION TO ANY OFFERING OF THE NOTES.

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 NOTES.

EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE SECURITIES. NONE OF THE COMPANY OR NORDEA BANK ABP MAKE ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.

THIS ANNOUNCEMENT HAS NOT BEEN FILED WITH, OR REVIEWED BY, ANY NATIONAL OR LOCAL SECURITIES COMMISSION OR REGULATORY AUTHORITY OF THE UNITED STATES, THE UNITED KINGDOM, OR ANY OTHER JURISDICTION, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS STOCK EXCHANGE RELEASE. ANY REPRESENTATION TO THE CONTRARY MAY BE UNLAWFUL AND MAY BE A CRIMINAL OFFENCE.

Enersense International Plc’s Board of Directors has decided on the record date and payment date for the dividend’s second instalment of EUR 0.05 for the financial year 2021 authorised by Annual General Meeting on 4 April 2022.

Based on the Board of Directors’ decision, the second instalment of the dividend, EUR 0.05 per share, will be paid to the shareholders who are registered in the shareholders’ register maintained by Euroclear Finland Oy on the dividend record date of 1 November 2022. The payment date for the second instalment is on 8 November 2022.

The Annual General Meeting resolved that based on the balance sheet adopted for the financial period 1 January 2021 to 31 December 2021, a dividend of EUR 0.10 per share shall be paid from the distributable funds of the Company for the total amount of EUR 1,599,606.00, calculated on the basis of the outstanding shares on the date of the notice convening the Annual General Meeting. The dividend was decided to be paid in two instalments.

The first instalment, EUR 0.05 per share was paid on 6 May, 2022.

Enersense International Plc
Jussi Holopainen
President and CEO

Additional information:

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

Media contacts:

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

Distribution:
Nasdaq Helsinki
Major Media
www.enersense.com

The strategic goal of Enersense International Plc, a provider of zero-emission energy solutions, is intact: the company’s goal is to grow from a broad-based service company in the energy sector to a producer of clean energy and a key green energy company. In connection with its annual strategy process, Enersense has specified the focus areas of its growth strategy and elevates zero-emission transport into equal position with onshore and offshore wind power as well as solar energy. In zero-emission transport, new business is sought from electric vehicle charging solutions and clean fuels. In offshore wind power, the growth is sought from wind turbine foundations, in particular, and in solar energy from project development, construction and own energy generation. The specified focus of the strategy supports the company’s long-term financial targets that remain unchanged.

Enersense’s goal within the focus area of zero-emission transport is the expand in the value chain from an installation and maintenance partner for providers of various charging equipment solutions to charging equipment producer, where the company see substantial growth potential. The company already has a strategic partnership with an investment of 10 per cent in Parkkisähkö Oy, a provider of charging systems for housing companies, companies, and public locations. Enersense has also a partial ownership in P2X Solutions through which Enersense in enhancing the reduction of emissions in heavy transport using hydrogen and synthetic fuels and enabling the storage of electricity through green hydrogen.

Enersense has started strengthening its footprint in the electric vehicle charging solutions value chain by signing an agreement on the acquisition of Unified Chargers Oy, a Finnish start-up who manufactures fast and high-power charging stations for electric vehicles. The revenue of Unified Chargers during the previous financial period was EUR 0.4 million showing an increase of 87 per cent year-on-year. Its loss for the period was EUR -0.4 million. The purchase price is EUR 1.2 million and it will be paid in full by means of new Enersense shares to be issued. The share transaction is conditional on the Extraordinary General Meeting of Enersense, convened to be held on 10 November 2022, authorising Enersense’s Board of Directors to decide on a directed share issue related to the share transaction. The transaction is expected to be completed during November 2022 and after that Enersense will be able to offer advanced and customisable charging solutions for public locations and for the needs of heavy transport, as well as smart services for charging station operation.

“The significant additional generation of renewable energy will enable zero-emission transport through electrification and clean fuels. By lifting expansion in the charging infrastructure value chain as one of the focus areas of our growth strategy we will be more closely engaged in this development and as the implementation of our strategy moves forward, we will be able to respond more comprehensively to the growing demand in the market. In addition to this, we consider hydrogen to play a significant role in the green transition, both in storing electricity and enabling zero-emission heavy transport,” says CEO Jussi Holopainen.

ENERSENSE INTERNATIONAL PLC

Jussi Holopainen
President and CEO

More information:

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

Media contacts:

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

Distribution:

Nasdaq Helsinki
Major media
www.enersense.com

The Finnish Competition and Consumer Authority (FCCA) has today approved the business transfer according to which Helen Oy’s certain operation and maintenance services are transferred to Enersense. As part of the transaction, it has been agreed that in the future Helen Oy will purchase these services from Enersense IN Oy, which is part of Enersense International Plc’s business area Smart Industry. The agreement is expected to enter into force on 1 November 2022.

Enersense International Plc, a provider of zero-emission energy solutions, announced on 31 August 2022 that it had agreed with Helen Oy, an energy company, on a business transaction which includes extensive strategic cooperation regarding operation and maintenance tasks for plants and networks. The agreement followed a competitive tendering in accordance with the Finnish Act on public contracts and concessions of entities operating in the water, energy, transport and postal services sectors. The duration of the agreement is at least four years, after which it is possible to continue the cooperation with two two-year options. The maximum value of the procurement during the agreement period with the options is EUR 200 million.

ENERSENSE INTERNATIONAL PLC
Jussi Holopainen
President and CEO

More information:

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

Media contacts:
Tommi Manninen, SVP, 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´s Financial Statements Bulletin for the year 2022 will be published on Monday 27 February 2023. Financial Statements and Board of Directors’ Report for 2022 will be published during week 10. 

In addition, Enersense will publish two Business Reviews and a Half-year Financial Report in 2023: 

• January-March on Friday 28 April 2023. 

• January-June on Thursday 3 August 2023. 

• January-September on Friday 27 October 2023. 

Enersense International Plc´s Annual General Meeting 2023 is planned to be held on Tuesday 4 April 2023. Enersense’s Board of Directors will summon the Annual General Meeting at a later date.  

A shareholder who wishes to include a matter on the agenda of the Annual General Meeting should submit such request by 15 February 2023 to Enersense International Plc/Legal, Konepajanranta 2, 28100 Pori or by e-mail to yhtiokokous@enersense.com. 

Enersense International Plc 
Jussi Holopainen 
President and CEO 

For more information, please contact: 

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

Media contacts: 

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

Enersense International Plc, a provider of zero-emission energy solutions, will start reporting on the project development portfolio of Megatuuli Oy, a leading onshore wind power project development company, semi-annually as part of its regular H1 and H2 financial reporting. Enersense completed the acquisition of Megatuuli on 1 February 2022 and owns 100 % of the company.

Megatuuli Oy’s project portfolio is currently 3,000MW, of which 1,500MW is in cooperation with Valorem and is divided as follows:

– Feasibility study phase 2,000MW
– Permit, land use and EIA phase 1,000MW

Projects developed by Megatuuli Oy, which have advanced to construction and operation phases:

– Construction phase 350MW (development fees to be paid to Enersense during 2022-2025 as informed on 3 February 2022)
– Finished and operating phase 100MW

Megatuuli Oy’s current 3,000MW onshore wind power project portfolio also enables Enersense to develop its own energy production. Enersense’s energy production target by 2027 is 600-700MW, of which 600MW is wind power and 100MW solar power.

Enersense has already identified 200MW of potential wind power projects that can be developed for its own energy production. In addition, Enersense has identified 20MW of solar power for its own energy production.

“The green transition is proceeding at an accelerating pace with strong demand for wind power and solar energy, and the strategic choices we made earlier have proved successful. Wind power project development is long-term cooperation between different actors, and we want to make the development phases of our projects more transparent and monitored,” says Jussi Holopainen, CEO.

Enersense International Plc, a provider of zero-emission energy solutions, and Helen Oy, an energy company, have agreed on extensive strategic cooperation regarding operation and maintenance tasks for plants and networks, following competitive tendering in accordance with the Finnish Act on public contracts and concessions of entities operating in the water, energy, transport and postal services sectors.

Helen will purchase operation and maintenance services from Enersense IN Oy, which operates in the business area of Smart Industry, for the needs of four power plants, fifteen heating plants, six cooling and heat pump plants, more than 1,500 kilometres of district heating and cooling networks and around 60 kilometres of energy tunnels among other things in the Helsinki metropolitan area.

The duration of the agreement is at least four years, after which it is possible to continue the cooperation with two two-year options. The maximum value of the procurement during the agreement period with the options is EUR 200 million. The cooperation agreement has no impact on Enersense’s 2022 guidance, but it reinforces the achievement of long-term financial targets.

“The strategic goal of both Enersense and Helen is to play a key role in the green transition, and this agreement enables us to contribute to Helen’s vision of achieving carbon neutrality by 2030. Security of supply is particularly important in the current global situation, and we have a great deal to offer in this respect as an expert in critical infrastructure,” says Jussi Holopainen, President and CEO of Enersense International Plc.

In connection with the service agreement, it has also been agreed that at most 260 operation and maintenance employees will transfer from Helen to Enersense as existing employees through a business transfer.

“This extensive cooperation agreement will provide us with more highly competent and skilled employees, which will further strengthen and expand our expertise and service offering. We will also have access to ready-for-use service centre sites that we can develop together with the customer in a rapidly changing operating environment. We have broad and varied experience in operation and maintenance services for sites of various sizes that we have been able to develop consistently with the customer to be more sustainable, better and more efficient. Based on this experience, we can also offer Helen a stable and reliable partnership,” says Jaakko Leivo, Executive Vice President, Smart Industry at Enersense International Plc.

“Enersense’s objectives and strategy greatly support Helen’s journey in the energy transition and our strategy to achieve our carbon neutrality goals. Reliably and flexibly acquired operating and maintenance tasks services help us to prepare for future changes in our operating environment that require professionalism, continuity and flexibility,” says Timo Aaltonen, Director, Energy Platform and Production Solutions, Helen Oy.

Enersense has provided the industrial sector with operation and maintenance services for more than 20 years. Enersense has extensive operation and maintenance contracts with several major Finnish companies.

“We have strengthened our expertise in operation and maintenance in particular, and winning this agreement is excellent proof of our renewed organisation’s commitment and competence. We are grateful and proud that we can be a key strategic partner for Helen on its journey towards carbon neutrality by 2030. We believe that this partnership will offer us further opportunities to improve the efficiency and flexibility of similar services in other cities and towns in response to the energy transition and decentralised energy production. We are aiming to employ our new expertise and personnel more extensively across Finland,” says Jaakko Leivo.

The agreement is expected to enter into force on 1 November 2022, pending approval from the Finnish Competition and Consumer Authority.