News Tag: Corporate Information

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.  

Disclosure policy

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.

Enersense International Plc‘s IFRS consolidated financial statements for the financial year 2020 published

Enersense International Plc has announced on 6 May 2021 its transition in financial reporting from Finnish Accounting Standards (FAS) to International Financial Reporting Standards (IFRS). The company will publish a consolidated financial statement prepared in accordance with the IFRS standards for the financial year 2020. The Board of Directors has approved the financial statements and an auditor’s report has been submitted on 10 June 2021.

The full financial statements and auditor’s report are available on Enersense’s website at www.enersense.com/investors/reportsandpresentations and as attachments to this release.

Auditor’s Report - Enersense International Oyj - 10 June 2021

Consolidated IFRS financial statements 1 January – 31 December 2020 - Enersense International Oyj

Enersense International Plc has applied for its shares to be listed on the official list of Nasdaq Helsinki Ltd

Enersense International Plc (”Enersense” or the ”Company”) has today filed a listing application with Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) for listing the Company’s shares on the official list of Nasdaq Helsinki (the “Listing”). The Listing is conditional on Nasdaq Helsinki approving the Company’s listing application and the Finnish Financial Supervisory Authority approving the prospectus prepared in connection with the Listing. Trading in the shares is expected to commence on the official list of Nasdaq Helsinki on or about 14 June 2021.

The objective of the Listing is to promote Enersense’s visibility and to increase liquidity and to get a larger shareholder base. The Company estimates that the transfer to the official list would increase the Company’s possibilities to carry out its growth strategy and invest in its business in order to remain as a front-line executor of sustainable energy solutions.

“After the listing on First North in 2018 we have successfully increased our activities. The transfer to the official list of Nasdaq Helsinki is a natural step in the development of our company and will bring more visibility and support getting a larger ownership base”, comments the CEO of Enersense Jussi Holopainen.

At the same time, Enersense has requested its shares to be removed from the First North Growth Market Finland marketplace maintained by Nasdaq Helsinki.

The trading code of the Company’s shares ESENSE and the ISIN code FI4000301585 will remain unchanged. As of this day, Enersense complies with the regulations on the disclosure obligations of companies listed on a regulated market.

In connection with the contemplated Listing, the Company has updated its disclosure policy. The Company’s updated disclosure policy is available on the Company’s website at https://enersense.com/en/investors/.

Roschier, Attorneys Ltd acts as the Company’s legal advisor in the Listing.