News Tag: Other Corporate Information

Enersense International Plc lowers its financial guidance for 2022 in terms of adjusted EBITDA. At the same time, Enersense provides preliminary information on its second quarter results, which, as expected, is the weakest quarter of the year.

The company’s profitability, towards the end of the year, is weighed down by Russia’s war of invasion of Ukraine, accelerated inflation, material availability problems, the coronavirus, the ICT strike, and the resulting delayed project starts.
 

New financial guidance for 2022:

According to the company’s financial guidance, revenue is expected to be in the range of EUR 245–265 million and adjusted EBITDA EUR 6-12 million in 2022.

Previous financial guidance for 2022:

According to the company’s financial guidance, revenue is expected to be in the range of EUR 245–265 million and adjusted EBITDA EUR 15–20 million in 2022.

Preliminary key figures (unaudited):

April-June 2022:

Revenue: EUR 59.8 million (EUR 61.6 million in the comparison period)

Adjusted EBITDA: EUR -0.4 million (4.8)

January-June 2022:

Revenue: EUR 113.6 million (114.9)

Adjusted EBITDA: EUR 5.0 million (7.4)

As expected, investments in offshore wind power and a new ERP system have weakened the adjusted EBITDA for the first half of the year. The impact of these on the operative EBITDA for the first half of the year is EUR 2.4 million.

Enersense will publish its half-year financial report on Thursday 4 August 2022. Due to the silent period, Enersense does not comment on preliminary information on its result before publishing its half-year report.

Enersense keeps its long-term financial targets for 2027 (stock exchange release 3 May 2022) unchanged.

Enersense International Plc, a provider of zero-emission energy solutions, has concluded the negotiations on the financing of its operations. The company’s new financing package, broader and more favourable in terms of costs than before, consists of several bank guarantee and revolving credit facility and already withdrawn senior loans. The financing is used for developing operations and managing working capital.

Enersense has withdrawn senior loans for 10,5 million euros which will mature in the year 2026. Enersense has also ability to withdraw 5 million euros of committed revolving credit facility which enable the company to reduce effects of seasonal fluctuations of working capital to its business operations.

Previously Enersense had at its disposal guarantee facilities of 36,9 million euros. The company replaces a part of its previous guarantee facilities and total amount of guarantee facilities rises to 40 million euros. New guarantee facilities enable wider geographical deployment of guarantees. Enersense uses its guarantee facilities in its project business as securities for performance and warranty periods.

Enersense had at its disposal accounts receivable financing facilities of 38,7 million euros. The company has agreed on new accounts receivable financing facilities of 5,5 million euros. Company has at its disposal accounts receivable financing facilities of 44,2 million euros.

“We are pleased to have new financing partners and deepen our existing partnerships. Now negotiated new financing agreement is more favourable in terms of costs than the previous agreement, which is a result of the positive development of Enersense’s business and strengthened balance sheet. The financing package enables effective working capital management and increases our chances to win projects in Finland and abroad. The larger number of guarantee and accounts receivable financing facilities prepares us for growth, and the new revolving credit facility enables growth to be financed quickly”, says Enersense’s CEO Jussi Holopainen.

The Board of Directors of Enersense International Plc, a provider of zero-emission energy solutions, has decided to update the company’s long-term financial targets. The new financial targets are more in line with the company’s business model following the implementation of its corporate transactions and reflect more accurately Enersense’s vision for the company’s long-term growth strategy.    

On 4 October 2021, Enersense acquired Enersense Offshore that focuses on offshore wind power products, and on 1 February 2022, Megatuuli, an onshore wind power development company. Furthermore, on 14 February 2022, Enersense made an investment in P2X Solutions, Finland’s first green hydrogen production company. Following the corporate transactions, Enersense expands its role in the value chain. In addition of being a provider of project design, project implementation, maintenance and management services, Enersense will become a key producer, owner and project developer of zero-emission energy. As a result, the company’s profitability will improve, the nature of its business will become steadier, and project risks will decrease.  

The updated long-term financial targets are:  

• revenue of EUR 500 million and profitability of EUR 100 million (EBITDA) in 2027  

• proportion of low-emission and zero-emission projects of the company’s revenue 75–80% in 2027
   

The long-term revenue targets are based on the existing project development portfolio of the current construction business and onshore wind power, as well as on the growth of offshore wind power (a total of EUR 400 million). In addition, Enersense will make significant investments in the production of renewable energy (EUR 100 million), which will require considerable capital investments from the company. During the next few years, Enersense will actively seek various kinds of equity-based financing arrangements to enable energy production. Capital investments are expected to total around EUR 300 million.  

“Following the previously announced corporate transactions, we are updating our financial targets to better reflect the future Enersense. The financial targets reflect the nature of the company’s long-term business, which will change from the current project and construction business to also include energy production,” says Jussi Holopainen, CEO of Enersense.  
  
Enersense’s previous financial targets were to achieve a revenue of EUR 300 million organically and a 10% profitability (EBITDA) by 2025. The company also sought to increase the proportion of low-emission and zero-emission energy projects from 50% to 75% of its revenue by 2025.  
 

Capital Markets Day on 3 May   
  
You are welcome to hear more about the subject at the Capital Markets Day for shareholders, investors, analysts and bank and media representatives held on 3 May 2022 from 1 to 4 pm. The event can be followed live via webcast: https://enersense.videosync.fi/2022-cmd.   
  
Based on the current estimate, max. 40 people can attend the event in the centre of Helsinki, at Sanomatalo’s Studio Eliel. Seats for analysts, institutional investors and media representatives will be filled in the order of registration. Please send your registration for the event to: tommi.manninen@enersense.com.  
 

The title of the last column of the key indicators table in the stock exchange release published by Enersense on 29 April 2022 was incorrect. The title was 1–3/2021 but the correct title is 1–12/2021. The corrected table is below:

Key indicators

	1–3/2022	1–3/2021	1–12/2021
Revenue (EUR 1,000)	53,787	53,308	239,110
EBITDA (EUR 1,000)	5,410	1,682	16,639
EBITDA, %	10.1	3.2	7.0
Adjusted EBITDA (EUR 1,000)	5,479	2,565	19,231
Adjusted EBITDA, %	10.2	4.8	8.0
Operating profit (EUR 1,000)	3,227	-619	6,834
Operating profit, %	6.0	-1.2	2.9
Result for the period (EUR 1,000)	1,129	-1,331	3,973
Equity ratio, %	42.3	24.0	35.6
Gearing, %	22.1	16.2	3.6
Return on equity, %	2.5	7.0	8.3
Earnings per share, EUR	0.10	-0.12	0.35

The stock exchange release corrected below in full:
Enersense International Plc’s January-March 2022 Business Review: Result improved significantly  –successful corporate transactions in green energy

This release is a summary of Enersense International Plc’s January-March 2022 Business Review. The
complete report is attached to this release as a pdf file. It is also available on the company’s website at www.enersense.com/investors.

January–March 2022

• Revenue EUR 53.8 million (53.3), 0.9% year-on-year

• EBITDA EUR 5.4 million (1.7), EBITDA margin 10.1% (3.2)

• Operating profit EUR 3.2 million (-0.6), profit margin 6.0% (-1.2)

• The order backlog stood at EUR 295,5 million (309,0) at the end of the first quarter of the year

• Adjusted EBITDA EUR 5.5 million (2.6), or 10.2% of revenue (4.8)

Guidance for the 2022 financial period

The company reiterates its financial guidance, according to which its revenue is expected to be EUR 245–265 million in 2022, and its adjusted EBITDA is expected to be EUR 15–20 million. Compared with the previous year, the result for 2022 will be burdened by investments in a new ERP system. Investments in offshore wind power, a growing sector, will also affect the result.

Key indicators

	1–3/2022	1–3/2021	1–12/2021
Revenue (EUR 1,000)	53,787	53,308	239,110
EBITDA (EUR 1,000)	5,410	1,682	16,639
EBITDA, %	10.1	3.2	7.0
Adjusted EBITDA (EUR 1,000)	5,479	2,565	19,231
Adjusted EBITDA, %	10.2	4.8	8.0
Operating profit (EUR 1,000)	3,227	-619	6,834
Operating profit, %	6.0	-1.2	2.9
Result for the period (EUR 1,000)	1,129	-1,331	3,973
Equity ratio, %	42.3	24.0	35.6
Gearing, %	22.1	16.2	3.6
Return on equity, %	2.5	7.0	8.3
Earnings per share, EUR	0.10	-0.12	0.35

President and CEO Jussi Holopainen

“In terms of performance, the first quarter of 2022 was the best first quarter in the history of Enersense. We achieved EUR 53.8 million (53.3) in revenue (+ 0,9%) and EUR 5.5 million (2.6) in adjusted EBITDA (+ 113,6%). Our operating profit improved significantly year-on-year and was EUR 3.2 (-0.6) million. Our profit margin increased to 6.0% (-1.2%).

The year 2022 has started in an environment that is exceptional in many ways. The coronavirus pandemic continues, and the Russian attack on Ukraine has shocked everyone. It has been particularly important to Enersense to support our Ukrainian colleagues and their families in the midst of the crisis.

The war has caused inflation to increase, very steeply in some countries, and there are challenges in the supply chains for materials. So far, however, we have been able to navigate this environment reasonably. We are continuously monitoring the situation and are seeking solutions to continue to manage the challenging global market situation.

As a provider of zero-emission energy solutions, Enersense has long played a key role in enabling the green transition. The Russian attack on Ukraine has accelerated the process to end dependence on Russian oil, gas and coal production. Energy self-sufficiency and the replacement of fossil fuels with renewable energy sources are progressing rapidly and will continue to do so in the near future. Enersense plays an important role in these projects. We are extensively involved in projects related to energy production, transmission, efficiency and storage, from design to construction and from maintenance to servicing. Good examples of these in the first quarter include the Fingrid power line contract that we won in Kuopio and S Group’s wind farm maintenance contract, which increases our share of wind power maintenance to more than 50% of all electricity networks in wind farms in Finland.

The corporate arrangements we completed early in the year were timely and successful, in addition to being significant additions to our capacity to respond to the acceleration of the green transition and energy self-sufficiency. We took a major step to reinforce our role in the value chain for wind power production by acquiring Megatuuli Oy, an onshore wind power development company, on 1 February 2022. Megatuuli supplements and supports Enersense’s strong service portfolio and enables us to develop, build and maintain wind farms. We also aim to serve as wind farm owners and produce zero-emission energy in the future. Megatuuli’s goal is to develop and build 1,000 MW of wind power by 2025, in cooperation with its partners. Megatuuli and its partners have wind power plant projects in progress or in the feasibility study phase, with a total capacity of around 3,000 MW.

Our investment in P2X Solutions Oy, a green hydrogen production company, is significant and strongly supports Enersense’s strategy. The investment was completed on 14 February 2022. Wind power and the production of green hydrogen are strongly interlinked, and we have strong expertise throughout the value chain. In addition to a holding of around 16%, the investment provides us with a primary partnership option in the construction of Finland’s first green hydrogen production plant in Harjavalta, as well as in maintenance and operation tasks after the completion of the plant. Hydrogen is a great opportunity for us and for Finland as a whole, and it’s a privilege to be involved in creating a hydrogen market in Finland.

In early 2022, Enersense’s highly competent team of around 2,000 professionals was further enhanced through corporate arrangements and recruitment. I welcome all our new colleagues to Enersense, on our journey towards the green transition and energy self-sufficiency. I would also like to take this opportunity to thank every member of the Enersense community for their strong input in these challenging global circumstances. As always, we can overcome these challenges through cooperation.”

Pori 29 April 2022
Enersense International Plc
Board of Directors

This is not an interim report in accordance with IAS 34. The company follows a half-year reporting cycle in accordance with the Securities Markets Act, and it publishes business reviews with key financial performance information for the first three and nine months of the year.

The financial information presented in the business review is unaudited.

Financial reporting in 2022

Enersense will publish the following reports in 2022:

• Half-year report for January–June on 4 August 2022
• Business review for January–September on 28 October 2022

Capital Markets Day on 3 May 2022
 
You are welcome to hear more about the subject at the Capital Markets Day for shareholders, investors, analysts and bank and media representatives held on 3 May 2022 from 1 to 4 pm. The event can be followed live via webcast: https://enersense.videosync.fi/2022-cmd.  
 
Based on the current estimate, max. 40 people can attend the event in the centre of Helsinki, at Sanomatalo’s Studio Eliel. Seats for analysts, institutional investors and media representatives will be filled in the order of registration. Please send your registration for the event to: tommi.manninen@enersense.com. 

The Board of Directors of Enersense International Plc elected in its organizing meeting held today 4 April 2022 Jaakko Eskola as the Chairperson of the Board of Directors and Sirpa-Helena Sormunen as Vice Chairperson of the Board of Directors. In addition, the Board of Directors elected the members of the Audit Committee and the Remuneration Committee from among its members.

Sari Helander was elected as the Chairperson of the Audit Committee and Päivi Jokinen and Petri Suokas as members of the Audit Committee.

Herkko Plit was elected as the Chairperson of the Remuneration Committee and Jaakko Eskola and Sirpa-Helena Sormunen were elected as members of the Remuneration Committee.

The Board of Directors has assessed the independence of its members and concluded that all Board members are independent of the company, with the exception of Herkko Plit. In addition, all members except for Jaakko Eskola and Petri Suokas are independent of the company’s major shareholders. Herkko Plit is not considered to be independent of the company as he is part of the executive management at P2X Solutions Oy, with which the company has a significant cooperation relationship through an investment and partnership arrangement executed on 14 February 2022. Jaakko Eskola is not considered to be independent from major shareholders because of his role as Senior Industrial Advisor to Nidoco AB and Petri Suokas is not considered to be independent from the major shareholders due to his role as member of the Board in MBÅ Invest Oy.

The Board of Directors of Enersense International Plc has approved two new share-based incentive plans 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 plans that are based on earning and accumulating the company’s shares.

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 tax-related expenses 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.

Performance Share Plan 2022–2025

The Performance Share Plan 2022–2025 consists of one performance period, covering the financial years 2022–2023.

In the plan, the target group is given an opportunity to earn Enersense International Plc shares based on performance. The potential rewards based on the plan will be paid in two equal instalments after the end of the performance period, in 2024 and 2025.

The rewards of the plan are based on the absolute total shareholder return of the company’s share (TSR) for the financial years 2022—2023, on the Group’s cumulative adjusted EBITDA in euro for the financial years 2022—2023 and on the share of renewable and zero emission energy of revenue. The rewards to be paid based on the plan correspond to the value of an approximate maximum total of 211 000 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 continues.

Restricted Share Plan 2022–2024

The reward from the Restricted Share Plan 2022—2024 is based on a valid employment or director contract and on the continuity of the employment or service during a vesting period. The reward will be paid after the end of a 24–36-month vesting period. The plan is intended for selected key employees only.

The rewards to be allocated based on the Restricted Share Plan during the years 2022–2024 correspond to the value of a maximum total of 10 000 Enersense International Plc shares, also including the proportion to be paid in cash.

On 8 December 2021, Enersense International Plc (“Enersense”), a provider of zero-emission energy solutions, announced that it had signed an agreement on an equity investment of EUR 13–18 million in P2X Solutions Oy (“P2X”), a green hydrogen production company. On 31 January 2022, Enersense announced that the amount of the investment had been confirmed at EUR 13 million, representing a holding of around 16.3% in P2X after any potential options.  

The preconditions for the investment arrangement have been fulfilled, and Enersense’s investment in P2X has been completed today through a directed share issue executed by P2X. The investment will be paid in cash in three instalments by October 2022 and will be financed by means of Enersense’s cash assets. 

Jussi Holopainen, President and CEO, Enersense International Plc: 

“The investment in P2X strongly supports Enersense’s strategy. Wind power and the production of green hydrogen are strongly interlinked, and Enersense has strong expertise throughout the value chain. Hydrogen can be used to replace fossil fuels, as well as enabling the longer-term storage of clean energy, such as cyclic wind power. Hydrogen is a great opportunity for us and for Finland as a whole, and the creation of a green hydrogen market is a concrete climate effort.” 

In connection with the investment, Enersense and P2X have agreed on a partnership arrangement in which, subject to the fulfilment of certain conditions under the investment agreement relating to pricing and quality levels, Enersense will have the status of the primary partner in the work to be carried out during the construction phase of Finland’s first green hydrogen production plant, which P2X will build in Harjavalta, as well as in its maintenance and operation after the plant has been completed. The value of the cooperation is estimated at around EUR 7–8 million, which will mainly be spread over 2022–2024, and will continue in terms of maintenance and operation. If the preconditions mentioned above are met, the primary partnership will also concern any other future projects of P2X, for which an agreement on partnership has been signed for three years. The parties will negotiate the terms and implementation of the cooperation in more detail during the spring of 2022.     

The investment and partnership arrangement, its terms and conditions and the related party nature of the arrangement, are described in more detail in the stock exchange release issued by Enersense on 8 December 2021. 

Wind power projects developed by Megatuuli Oy (“Megatuuli”), a subsidiary of Enersense International Plc (“Enersense”), a provider of zero-emission energy solutions, and its key project development partner, have been decided to be constructed subject to fulfilment of certain preconditions. The decisions, if implemented, entitle Megatuuli to a fee which is payable in instalments over the years 2022–2025, based on a development agreement between Megatuuli and the development partner.  In the year 2022, this would have an impact of EUR 5-6 million on Enersense’s EBIT. In addition, Enersense estimates, as an update to the previously announced estimation, that the aggregate revenues from the aforesaid projects, if implemented, and certain other projects, which are the subject of the series of non-voting Megatuuli shares will have a EUR 30–40 million impact on Enersense’ EBIT by 2025. The profits of the projects will be distributed between Enersense and the holders of Megatuuli’s non-voting shares.

The implementation of the construction phase is conditional on the fulfilment of certain customary preconditions agreed by Megatuuli’s development partner. These preconditions are expected to be fulfilled in February 2022.

Megatuuli was responsible for the initial project development phases of the projects, including among other things preparing feasibility studies, securing land leases as well as zoning, environmental impact assessment and building permit processes to “ready to build” phase. In other respects, the development phase has been carried out by Megatuuli’s development partner.

Vice President, Wind Power Development, Lauri Lammivaara, Enersense International Plc:

“The development of a wind farm is a long-term process. Megatuuli has been working well with the local residents, landowners and partners for several years now. The positive impacts of wind power to the society are significant and thus it is great to be part of the creation of a zero-emission society. Special thanks goes also to the competent and energetic wind power team of Megatuuli who has enabled this.”

CEO, Jussi Holopainen, Enersense International Oyj:

“The wind farm projects are a good example of the responsible, high-quality and long-term development of wind power projects by Megatuuli and its partners. After the acquisition of Megatuuli, Enersense now has new, experienced and visionary experts to develop our services and our understanding and expertise across the entire wind energy value chain. Onshore wind power production in Finland will increase many times over in the coming years, and I look forward to seeing new wind power projects making progress.”

The payment of the fee is conditional on the completion of certain phases in the construction and electrification of the projects and realisation and timing of the payments may therefore be beyond the control of Megatuuli and Enersense. In addition, Megatuuli has agreed on customary provisions relating to the liability on its work and to pay significant contractual penalties in the event that certain implementation phases of the projects will be delayed due to reasons attributable to its scope of work.  

On 20 December 2021, Enersense announced that it had signed an agreement to acquire Megatuuli Oy, a development company for onshore wind power projects. Enersense announced the closing of the transaction on 1 February 2022. At the same time, Enersense announced that the acquisition is 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 were then estimated 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, including the amount realised from the aforesaid projects potentially progressing to the construction phase, 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 were expected to generate 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.

Enersense International Plc (“Enersense”) announced on 31 January 2022 that the Board of Directors of Enersense decided on a directed share issue in relation to the acquisition of Megatuuli Oy (“Megatuuli”), an onshore wind farm developer (the “Share Transaction”) and the time schedule and impacts of the Share Transaction. The Share Transaction has been completed today 1 February 2022.

A total of 2 598 331 new Enersense shares were today issued as consideration to the sellers and subscribed at the completion of the Share Transaction against the transfer of Megatuuli’s voting shares. The new Enersense shares have been registered with the Trade Register today 1 February 2022. As announced earlier, the 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 registration of the new shares, the number of Enersense’s shares amounts to 15 996 060. All shares have equal voting rights. The new shares are expected to be admitted to trading at the Nasdaq Helsinki on 3 February 2022.

Jussi Holopainen, CEO, Enersense International Plc:   

 “The acquisition of Megatuuli is of great value to Enersense as it extends our understanding and capabilities in the wind power value chain. Over the coming years, the wind power market will experience strong growth and, in terms of the entire market, it is important to have broad-based understanding under the same roof of the different phases of the project from design to implementation.”   

The Share Transaction and its implications on Enersense have been described in the stock exchange release issued by Enersense on 31 January 2022.

Enersense International Plc (”Enersense”), a provider of zero-emission energy solutions, announced on 8 December 2021 that it had signed an agreement on a EUR 13–18 million equity investment in green hydrogen producer P2X Solutions Oy (”P2X”) and related partnership arrangement. As announced, Enersense will, subject to the completion of the investment, subscribe for new shares in P2X so that its holding in P2X will be around 16.3–22.5%. In addition, Enersense announced on 3 January 2022 that the timetable of the arrangement has been specified insofar as the conditions precedents of the arrangement are estimated to be fulfilled by the end of January 2022 with the completion of the arrangement to take place in February 2022.  

As the arrangement has progressed, the amount of Enersense’s investment has been confirmed and is, subject to the completion of the arrangement, EUR 13 million. Based on the investment and after potential options, Enersense’s ownership in P2X would be around 16,3 per cent. The remaining conditions precedent for the arrangement are expected to be fulfilled and the arrangement is expected to be completed during February 2022.  

Jussi Holopainen, CEO of Enersense International Plc: 

“Hydrogen is playing a significant role in creating a climate-neutral energy system by 2050. Hydrogen can not only replace fossil fuels, but it also allows longer term storage of clean energy. Subject to the completion of the investment, Enersense will obtain an excellent position in the promotion of the hydrogen economy which will enhance our role in the value chain of zero-emission energy solutions.” 

The key terms and conditions of the arrangement are described in Enersense’s stock exchange release of 8 December 2021. 

The Shareholders’ Nomination Board of Enersense International Plc has issued to the Board of Directors its proposal to the Annual General Meeting 2022:

Proposal on the number of the members to the Board of Directors and 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 the following persons are re-elected as members of the Board of Directors for a term of office ending at the Annual General Meeting 2023: Jaakko Eskola, Sirpa-Helena Sormunen, Herkko Plit, Sari Helander, Päivi Jokinen and Petri Suokas.

The Board of Directors will elect the chairperson and the deputy chairperson among themselves. The Nomination Board recommends to inaugural meeting of the Board of Directors that Jaakko Eskola is re-elected as the chairperson and Sirpa-Helena Sormunen is re-elected as the deputy chairperson.

All candidates have given their consent for the positions and all candidates are, based on the evaluation of the Nomination Board at the time of issuing the proposals, independent of the company. The independence of Herkko Plit shall be re-evaluated subject to the completion of the investment and co-operation arrangement with P2X Solutions Oy announced by Enersense on 8 December 2021. Sirpa-Helena Sormunen, Herkko Plit, Sari Helander and Päivi Jokinen are also independent of major shareholders.

The biographical details of the members proposed to be re-elected can be found on the company’s website at: www.enersense.com/investors/governance/board-of-directors

Proposal on the remuneration of the members of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting 2022 that remuneration would be paid to the members of the Board of Directors as follows:

• annual fee of the chairperson EUR 40,000
• annual fee of the deputy chairperson EUR 30,000
• annual fee of a member EUR 25,000

In addition, a meeting fee would be paid for each meeting of the Board of Directors and its committees: EUR 1,000 for the chairperson of the Board of Directors and committees and EUR 500 for other members. Travelling costs are proposed to be compensated according to company policy valid from time to time.

The chairperson of the Shareholders’ Nomination Board that prepared the proposals to the Annual General Meeting 2022 is Alexander Ehrnrooth, Nidoco AB and Risto Takkala, MBÅ Invest Oy and Kyösti Kakkonen, Joensuun Kauppa ja Kone Oy act as members to the Nomination Board. The chairperson of the Board of Directors, Jaakko Eskola, acts as an expert in the Nomination Board.

The proposals of the Nomination Board shall be included in the invitation to the general meeting.

Enersense International Plc (“Enersense”), a provider of zero-emission energy solutions, announced on 20 December 2021 that it has signed an agreement on acquiring Megatuuli Oy (“Megatuuli”), an onshore wind farm developer company. 

As announced by Enersense, the acquisition of Megatuuli (the “Share Transaction”)  is conditional on, among other things, certain of Megatuuli’s project development partners issuing a waiver in relation to 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. Enersense also announced that the negotiations on the aforesaid contract amendments have been initiated between Megatuuli, Enersense and the said project development partner.

Following the negotiations, Megatuuli has entered into a preliminary agreement with the said key project development partner which includes the parties’ mutual understanding of key terms and conditions of the cooperation agreement to be renegotiated. The purpose of the preliminary agreement is to contribute to the execution of the final cooperation agreement amendment and therefore also to the fulfilment of the condition precedent of the Share Transaction in this regard. In connection with the preliminary agreement, Enersense has issued an EUR 5 million deposit on behalf of Megatuuli to secure the execution of the final cooperation agreement amendment in accordance with the preliminary agreement. The deposit will expire in case the Share Transaction is not completed by 13 February 2022.

The key terms and conditions as well as condition precedents for the completion of the Share Transaction have been described in the stock exchange release published by Enersense on 20 December 2021. The Share Transaction is still expected to be completed during January 2022.

In its release of 8 December 2021, Enersense International Plc (”Enersense”), a provider of zero-emission energy solutions, announced it had signed an agreement on a EUR 13–18 million equity investment in green hydrogen producer P2X Solutions Oy (”P2X”) and related partnership arrangement. The completion of the investment and partnership arrangement was conditional on P2X receiving a significant grant from the Ministry of Economic Affairs and Employment of Finland for the building of the Harjavalta production plant as well as certain other customary preconditions. Enersense announced on 20 December 2021 that the Ministry of Economic Affairs and Employment of Finland had granted approximately EUR 26 million investment aid to P2X.

In its releases of 8 and 20 December 2021, Enersense estimated that the arrangement would be completed by the end of January 2022. As the arrangement has progressed, the timetable has been specified insofar as the other customary preconditions are estimated to be fulfilled by the end of January 2022 with the completion of the arrangement to take place in February 2022. 

The key terms and conditions of the arrangement are described in Enersense’s stock exchange release of 8 December 2021.

Enersense International Plc, a provider of zero-emission energy solutions, is adjusting its guidance for 2021, published on 6 May 2021, in terms of adjusted EBITDA, which the company now expects to exceed EUR 19 million. At the same time, the company is further adjusting its guidance upwards in terms of adjusted EBIT, which the company now expects to exceed EUR 11 million.

Updated guidance for 2021:

• Turnover: EUR 215–245 million
• Adjusted EBITDA: over EUR 19 million
• Adjusted EBIT: over EUR 11 million

Previous guidance, published on 6 May 2021:

• Turnover: EUR 215–245 million
• Adjusted EBITDA: EUR 17–20 million
• Adjusted EBIT: EUR 8–11 million

Through a transaction completed on 4 October 2021, Enersense acquired the entire share capital of Pori Offshore Constructions Ltd (currently Enersense Offshore Oy), an offshore wind power company. The initial purchase price of the share capital was EUR 1.0. In addition, potential additional purchase price will be paid based on the EBITDA of Pori Offshore Constructions Ltd for 2022–25 in accordance with the terms and conditions of the sale and purchase agreement.  In connection with the transaction, the company executed a sale and leaseback arrangement concerning the land area and buildings in Mäntyluoto in Pori. Through the arrangement, it sold the land area and buildings to Suisto Kiinteistöt Ltd, a company owned by the municipality of Pori, for EUR 8.0 million and entered into a five-year lease concerning these. Originally Enersense estimated that the transaction does not affect Enersense’s 2021 financial guidance.

As a part of the integration of Enersense Offshore Oy, the company has completed a third party assessment on the values of Enersense Offshore Oy’s properties and fixed and intangible assets for the purposes of the purchase price allocation for the transaction, and such assessment indicate a value which is higher than that identified at the time of the completion of the transaction. Intangible assets include, in particular, intangible rights related to the construction and design of offshore wind farms and SPAR platforms, such as technical competence and technology, certified quality systems, computing data and other documentation. In addition to previously mentioned, Enersense Offshore Oy has applied for an EP patent for offshore wind power plants’ platform technology.   

As a result of the aforesaid new valuations, Enersense adjusts its previous guidance as described above.

Enersense’s guidance for the year 2022 is expected to be published during the first quarter of 2022. If completed, the acquisition of Megatuuli Oy published on 20 December 2021, will have a positive impact on next year’s guidance. The preconditions and impact of the acquisition are described in more detail in the stock exchange release dated 20 December 2021. Items that could possibly burden results in 2022 include Enersense’s extensive project to renew the enterprise resource planning system, launched in the third quarter of 2021 to pursue improved operational efficiency and scaling capabilities of the company, as well as the integration and development process of Enersense Offshore Oy’s business that is expected to improve the profitability of the business of Enersense Offshore Oy during 2023.

Next financial report:

Enersense will publish its financial statements bulletin for the year 2021 on 28 February 2022.

On 8 December 2021, Enersense International Plc (“Enersense”), a provider of zero-emission energy solutions, announced that it had signed an agreement on an equity investment of EUR 13–18 million in P2X Solutions Oy (“P2X”), a green hydrogen production company, and entered in a partnership agreement, according to which Enersense has, if certain conditions related to pricing and the quality level are met, the position of a primary partner in the construction of P2X’s green hydrogen production plant, the first of its kind in Finland, to be built in Harjavalta, and in maintenance and operating activities after the completion of the facility.  The implementation of the investment and cooperation project was conditional on significant support from the Ministry of Economic Affairs and Employment to P2X for the construction of the Harjavalta plant, as well as on certain other standard preconditions.

The Ministry of Economic Affairs and Employment has decided on granting investment support of roughly EUR 26 million for new energy technology and large demonstration projects for P2X to build Finland’s first green hydrogen production plant and a methanation unit in Harjavalta. P2X’s goal is to start the construction of the green hydrogen production plant planned in the Harjavalta Industrial Park in the autumn of 2022 and to commission the plant during the first half of 2024. The production plant’s capacity will be 20 MW. P2X aims to build other green hydrogen production plants following the same concept.

“This subsidy decision is more than welcome, and it enables Finland’s first green hydrogen production plant project to be pushed forward. We are excited about this partnership with P2X and our concrete plans to promote the hydrogen economy,” says Jussi Holopainen, CEO of Enersense.

Other standard preconditions of the investment and partnership arrangement are expected to be met, and the arrangement is expected to be implemented by the end of January 2022. Key terms and conditions of the arrangement are presented in the stock exchange release published by Enersense on 8 December 2021.

Enersense International Plc (“Enersense”), a provider of zero-emission energy solutions, announced on 20 December 2021, that it had signed an agreement on purchasing Megatuuli Oy (“Megatuuli”), an onshore wind farm developer, and on 8 December 2021 on an investment in and primary partnership with P2X Solutions Oy (“P2X”), Finland’s first green hydrogen production company (collectively “Corporate Transactions”).

Subject to the completion of the Corporate Transactions, Enersense will proceed to the second phase of its strategy, expanding its role in the value chain. In addition to being a provider of project design, project implementation, maintenance and management services, Enersense will become a key zero-emission energy producer, owner and project developer.

 “Enersense, a broad-based service company in the energy sector, will also become a producer of clean energy and a key green energy company if the corporate transactions are completed. Our business model will change as a result of the ownership, as we will also receive revenues from the energy produced. Enersense will continue to serve as a strong partner in enabling the energy transition in all project phases, both in Finland and internationally,” says Jussi Holopainen, CEO of Enersense.

Key benefits of the Corporate Transactions to Enersense if completed – onshore wind power, hydrogen and offshore wind power (stock exchange releases dated 20 December 2021, 8 December 2021 and 4 October 2021)

Great potential: The total capacity of Megatuuli’s wind power projects in progress or in the feasibility study phase is around 3,000 MW, which corresponds to approximately 20 per cent of the amount of wind power capacity in Finland in 2030 as estimated by Fingrid. Hydrogen is playing a significant role in creating a climate-neutral energy system by 2050.

Energy producer: Enersense will begin developing wind farms, take part in their construction and in the future our goal is to also remain as an owner of the farms and produce zero-emission energy.

Complements and supports Enersense’s strong portfolio of services: Enersense to become a more extensive implementation partner of zero-emission energy solutions than before.

Preferred supplier status: Enersense will have the status of the preferred supplier in the work to be carried out during the construction phase of the green hydrogen production plant, which P2X will build in Harjavalta, as well as in maintenance and operation of the plant. The preferred supplier status will also concern the other future projects of P2X, for which an agreement on partnership has been signed for three years.

Synergy gain: Wind power and the production of green hydrogen are strongly linked together and Enersense has strong know-how throughout the value chain. Hydrogen can not only replace fossil fuels, but it also allows longer term storage of clean energy such as cyclic wind power. Due to the acquisition, new business opportunities will open up for Enersense Offshore Oy also in hydrogen projects, among others. If completed, the share transaction will enable utilisation of Megatuuli’s expertise on project development also on offshore wind power projects with Enersense Offshore.

The two Corporate Transactions and their completion are separate from each other. The key terms and expected completion schedules for both Corporate Transactions are described in separate stock exchange releases.

The completion of Megatuuli’s share transaction is estimated to have an EUR 20-40 million impact on Enersense’ EBIT by the year 2025.

The completion of the Corporate Transactions will also have an impact on Enersense’s long-term numerical targets, which the company will update accordingly during the first quarter of 2022, provided that the Corporate Transactions are completed. In line with its strategy, the company is aiming to achieve EUR 300 million in turnover organically and a profitability (EBITDA) of 10% by 2025 (company releases dated 30 September 2020 and 25 February 2021). The company is also aiming to increase the proportion of low-emission and zero-emission energy projects from 50% to 75% of its turnover by 2025.

Enersense’s strategy:

Enersense’s core strategy is to be a provider of zero-emission energy solutions and an enabler of a zero-emission society through profitable business operations. Enersense’s strategy supports the ongoing energy transition in society, whereby energy production will increasingly be based on renewable energy sources, with end users being more aware of the impacts of energy production on the environment and society. 

The company is committed to implementing its growth strategy, with a focus on profitability. In addition to organic growth, the company is seeking growth through acquisitions. The main criteria for potential acquisitions include acquiring new technologies or special expertise and further strengthening strategic priorities. Enersense will also consider inorganic international growth to strengthen its market position in certain target countries or expand into new geographical areas.

Enersense International Plc (“Enersense”), a creator of zero-emission energy solutions, has on 8 December 2021 signed an agreement on an equity investment of EUR 13–18 million in P2X Solutions Oy (“P2X”), a green hydrogen production company. Enersense will, subject to the completion of the investment, subscribe for new shares in P2X so that its holding in P2X will be around 16.3–22.5%. In connection with the investment, Enersense and P2X have agreed on a partnership arrangement in which, if certain preconditions related to pricing, quality level and certain other aspects are met, Enersense will have the status of the preferred supplier in the work to be carried out during the construction phase of Finland’s first green hydrogen production plant, which P2X will build in Harjavalta, as well as in maintenance and operation after the plant has been completed. The value of the cooperation is estimated at around EUR 7–8 million, which will mainly be spread over years 2022–2024, and will continue in terms of maintenance and operation. If the preconditions mentioned above are met, the preferred supplier status will also concern the other future projects of P2X, for which an agreement on partnership has been signed for three years. The parties will negotiate the terms and implementation of the cooperation in more detail during the spring of 2022.    

The implementation of the investment and cooperation arrangement is conditional on significant support from the Ministry of Economic Affairs and Employment to P2X for the construction of the Harjavalta plant, as well as on certain other standard preconditions. In its application to the Ministry of Economic Affairs and Employment, P2X has applied in February 2021 for support of EUR 25 million. The closing of the investment agreement is expected take place by the end of January 2022.  

Jussi Holopainen, CEO, Enersense International Plc:  

“Enersense’s holding in P2X will increase Enersense’s role in the value chain for zero-emission energy solutions. We strongly believe in P2X’s experienced management as well as the company’s concrete business plan for advancing the hydrogen economy. Hydrogen will become an important energy source in sectors not suitable for electrification. The European Union’s hydrogen strategy is related to opportunities to support the decarbonisation of industry, transport, electricity generation and buildings. The strategy aims to accelerate the development of clean hydrogen in Europe. Hydrogen is playing a significant role in creating a climate-neutral energy system by 2050: it can be used to replace fossil fuels and enable the longer-term storage of clean energy.” 

P2X Solutions Oy in brief 

P2X is a Finnish company established in October 2020. Its business operations are based on the production of green hydrogen – that is, hydrogen produced using renewable energy – and power-to-X technologies and processes that enable renewable electricity to be stored as synthetic fuels or converted into other compounds.  

P2X is planning to build Finland’s first green hydrogen production plant in Harjavalta. The plant will produce green hydrogen from renewable electricity for industrial and other needs. Its capacity will be 20 MW, and it will also produce oxygen and thermal energy as side streams for industry. The goal is to start construction in Harjavalta in the autumn of 2022, and commissioning is scheduled for the first half of 2024.  

P2X is a company in the early stages of operation. Its first financial year will end on 31 December 2021, and no information about its turnover and balance sheet is available at this point. The business operations of P2X in 2021 are limited. According to P2X, its operations will grow significantly upon completion of the hydrogen production plant.

Terms and conditions of the investment in brief 

The investment will be implemented through a directed share issue in which P2X issues new shares to Enersense and at least two other investors. Subject to the completion of the investment, the amount of Enersense’s investment will be EUR 13–18 million, and Enersense’s holding in P2X will be around 16.3–22.5% of the share capital of P2X. The exact amount of Enersense’s investment will be determined before its completion based on the number of other investors participating in the investment round, but will in any case be at least EUR 13 million (corresponding to a holding of around 16.3%) but no more than EUR 18 million (corresponding to a holding of around 22.5%). 

The completion of the investment and cooperation arrangement is conditional on significant support from the Ministry of Economic Affairs and Employment to P2X for the construction of the Harjavalta plant, as well as on certain other standard preconditions. In its application to the Ministry of Economic Affairs and Employment, P2X has applied in February 2021 for support of EUR 25 million. In connection with the investment, the parties will enter into a standard shareholder agreement concerning P2X. 

If the arrangement is executed, the investment will be paid in cash in three instalments by October 2022, and will be financed by means of Enersense’s cash assets.  

Related party transaction 

The investment and cooperation arrangement will constitute a related party transaction for Enersense, as Herkko Plit, a member of Enersense’s Board of Directors, is one of the largest shareholders of P2X before the arrangement through his controlling company, 4HP Solutions Oy, and exercises joint control in P2X. Herkko Plit also serves as the CEO and a Board member of P2X. Enersense’s Board of Directors has estimated that the related party transaction is in line with the company’s interests and is subject to standard commercial terms. Herkko Plit has not been involved in processing the investment and cooperation arrangement or decision-making concerning the arrangement by Enersense’s Board of Directors. The related party transaction is supported by all Board members who are not in a related party relationship with P2X or the matter to be decided on.  

The arrangement will, subject to its completion, have no impact on Enersense’s financial guidance for 2021.  

Enersense International Plc´s Financial Statements Bulletin for the year 2021 will be published on 28 February 2022. Enersense’s Financial Statements and Operating and Financial Review for 2021 will be published during week 10.

In addition, Enersense will publish two Business Reviews and a Half-year Financial Report in 2022:

• January-March on 29 April 2022
• January-June on 4 August 2022
• January-September 28 October 2022

Enersense International Plc´s Annual General Meeting 2022 in planned to be held on 4 April 2022. Enersense’s Board of Directors will summon the Annual General Meeting at a later date. Possible request from a shareholder to have a matter dealt with by the Annual General Meeting shall be submitted in writing no later than 15 February 2022 to Enersense International Plc/Legal, Konepajanranta 2, 28100 Pori or by e-mail to yhtiokokous@enersense.com.

The Board of Directors of Enersense International Plc has on 4 October 2021 approved an updated disclosure policy which sets out the principles and procedures applied by Enersense International Plc in relation to the communication with capital market representatives and the media.

The key change in the disclosure policy concerns the disclosure of customer orders and contracts through a stock exchange release. Previously the company has not specified in the disclosure policy a threshold for customer orders and contracts, which, when exceeded, is deemed to constitute disclosure obligation for the company in relation to such customer order or contract. From now on, the company publishes new customer orders and contracts as insider information through a stock exchange release when the expected value of the customer order or contract exceeds ten per cent (10%) of Enersense group’s preceding financial year’s turnover or when the company deems the customer order or contract to be otherwise material or strategically significant. The evaluation of the materiality of the customer orders and contracts may be proportioned to the pro forma revenue published for the preceding financial year and prepared due to, for example, corporate transaction (such as the acquisition of the Empower group in 2020), if appropriate at the time of evaluation and taking into account the size of the business operations.

The change in the disclosure policy will enter into force immediately. The updated disclosure policy is attached to this stock exchange release and available on the company’s website.  

Enersense International Plc, a provider of zero-emission energy solutions, has today completed the sale of the entire share capital of its subsidiary Värväämö Oy, which offers personnel services for the construction industry, to Citywork Oy. The sale was announced on 6 May 2021. As a result of the transaction, the Staff Leasing business area, part of Enersense’s Smart Industry segment, will be closed down and Mika Linnamäki, who led the business, will leave Enersense’s Management Team and the company.

“I warmly thank Mika and all the employees of Värväämö for their significant contribution to the company and wish them luck and success in new challenges,” says Enersense’s CEO Jussi Holopainen.

Enersense’s institutional offering has been oversubscribed and the subscription period ends

Enersense International Plc’s (the ”Company” or ”Enersense”) institutional offering to institutional investors in Finland and internationally in compliance with the applicable legislation (the “Institutional Offering”) has been oversubscribed. The Company’s Board of Directors has decided to end the subscription period for the Institutional Offering in accordance with the terms and conditions of the share issue today on 21 June 2021 at 7:45 p.m. Finnish time.

The final number of shares offered in the share issue and the final subscription price is expected to be announced on 22 June 2021.

 

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’s public offering has been oversubscribed and its subscription period ended – The institutional and personnel offerings continue

Enersense International Plc’s (the ”Company” or ”Enersense”) public offering to private individuals and entities in Finland (the “Public Offering”) has been oversubscribed. The Company’s Board of Directors has decided to end the subscription period for the Public Offering in accordance with the terms and conditions of the share issue today on 18 June 2021 at 4:00 p.m. Finnish time. The institutional and personnel offerings continue according to the terms and conditions of the share issue.

 

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.