Enersense specifies the timetable for the implementation of the P2X investment and partnership arrangement

Enersense International Plc
Stock exchange release 3 January 2022 at 12:15 p.m.

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 updates its guidance for 2021: the Group’s adjusted EBITDA is expected to exceed EUR 19 million and adjusted EBIT to exceed EUR 11 million

Enersense International Plc
Insider information, 22 December 2021 at 7.30 pm

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.

Enersense’s investment in P2X is making progress – the Ministry of Economic Affairs and Employment granted support for building Finland’s first green hydrogen production plant in Harjavalta

Enersense International Plc  
Stock exchange release 20 December 2021 at 14:00 p.m.

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.

Notice to the Extraordinary General Meeting of Enersense International Plc

Enersense International Plc 
Stock Exchange Release, 20 December at 9:45 a.m.

Notice is given to the shareholders of Enersense International Plc (the “Company”) to the Extraordinary General Meeting (the “General Meeting”) to be held on Tuesday 11 January 2022 at 10:00 a.m. (EET) at the office of Hannes Snellman Attorneys Ltd at Eteläesplanadi 20, 00130 Helsinki, Finland. The Company’s shareholders and their proxy representatives may participate in the General Meeting and exercise shareholder rights only by voting in advance and by making counterproposals and submitting questions in advance in accordance with this notice. Shareholders and their proxy representatives may not participate in the General Meeting at the meeting venue. Instructions for shareholders are provided in section C of this notice and on the Company’s website. 

The Board of Directors of the Company has resolved on exceptional meeting procedures based on the so-called temporary act (375/2021) that came into force on 8 May 2021. In order to prevent the spread of the COVID-19 pandemic, the Company has resolved to take the measures allowed by said legislation so that the General Meeting can be held in a predictable manner while ensuring the health and safety of the shareholders, the Company’s employees and other stakeholders. 

A. Matters on the agenda of the General Meeting 

At the General Meeting, the following matters will be considered: 

  1. Opening of the meeting 

  1. Calling the meeting to order 

Attorney-at-law Riikka Rannikko will serve as the chairperson of the meeting. In the event Riikka Rannikko is prevented from serving as the chairperson for a weighty reason, the Board of Directors will appoint the person they deem the most suitable to serve as the chairperson. 

  1. Election of persons to scrutinize the minutes and to supervise the counting of votes 

The Company’s SVP, Legal Johanna Nurkkala will scrutinize the minutes and supervise the counting of the votes. In the event Johanna Nurkkala is prevented from scrutinizing the minutes and supervising the counting of votes for a weighty reason, the Board of Directors will appoint the person they deem the most suitable to scrutinize the minutes and supervise the counting of votes. 

  1. Recording the legality of the meeting 

  1. Recording the attendance at the meeting and adoption of the list of votes 

Shareholders who have voted in advance within the advance voting period and who are entitled to participate in the General Meeting in accordance with Chapter 5, Sections 6 and 6 a of the Finnish Companies Act will be deemed shareholders participating in the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy. 

  1. Resolutions regarding the acquisition of shares in Megawind Ltd 

The Company has on 20 December 2021 announced by way of a separate stock exchange release to have signed an agreement on the acquisition of the shares entitling to votes in the Finnish onshore wind power developer Megawind Ltd from the company’s existing shareholders for a purchase price of EUR 18.5 million (the “Acquisition”).  The purchase price will be paid as share consideration to the existing shareholders of Megawind Ltd. The agreed share consideration consists of new shares in the Company to be issued through a directed share issue. The number of new shares will be determined five (5) business days prior to the completion of the Acquisition based on the 25-day volume weighted average share price (VWAP) of the Company’s share on Nasdaq Helsinki Ltd (i.e. a period commencing thirty (30) days and ending five (5) days prior to the completion of the Acquisition.) The subscription price of the new shares (per share) is the opening rate of the Company’s share on Nasdaq Helsinki Ltd on the completion date of the Acquisition. The maximum number of new shares is limited to approximately 20 per cent of the current number of shares in the Company (i.e. 2,675,000 new shares) (the “Directed Share Issue”). In addition to the purchase price, the Company and existing shareholders of Megawind Ltd have agreed that the possible difference between the purchase price and value of shares issued in the Directed Share Issue shall be paid in cash. For the sake of clarity, it is noted that the existing shareholders of Megawind Ltd shall remain shareholders of a new share class of Megawind Ltd, such shares not being entitled to votes, upon the completion of the Acquisition. Said shareholders are solely entitled to dividends based on profits from the sale of certain future projects pursuant to the shares not entitled to votes. These Megawind Ltd shares not entitled to votes do not have rights to any other distribution of funds nor other rights related to Megawind Ltd. The arrangement has been described in more detail in the Company’s stock exchange release announced on 20 December 2021. 

The completion of the Acquisition is subject to, among others, the resolution of the Company’s extraordinary general meeting amending the Articles of Association, authorizing the Board of Directors to resolve on the issuance of shares and authorizing the Board of Directors to accept the Company’s own shares as pledge and to dispose of the pledged own shares. The Acquisition and conditions of the Acquisition are described in more detail in the Company’s stock exchange release announced on 20 December 2021. The Acquisition is intended to be completed in January 2022. 

In order to complete the Acquisition, the Board of Directors of the Company proposes to the General Meeting that it (a) amends section 3 of the Articles of Association of the Company, (b) authorizes the Board of Directors of the Company to resolve on the Directed Share Issue and, conditional upon the completion of the Acquisition, (c) authorizes the Board of Directors of the Company to accept the Company’s own shares as pledge and to dispose of the pledged own shares. 

a) Amendment of the Section 3 of the Articles of Association 

The Board of Directors proposes that section 3 of the Articles of Association regarding the Company’s line of business would be amended to read as follows: 

“3. The company produces, transfers, distributes and sells, either independently or through its subsidiaries and affiliates, energy, energy facilities and appliances, and services for the energy sector, industry, construction, installation, maintenance, software industry, data system industry and data communications sector, and engages in consulting, project planning, project developing, importing, and employee leasing and recruitment, particularly in the above sectors, in Finland and other countries. For its operations, the company may own and control properties, shares, participations and other securities, as well as other assets required in its sector.” 

b) Authorization of the Board of Directors to resolve on a directed share issue 

The Board of Directors proposes that the General Meeting authorizes the Board of Directors to resolve on a directed share issue deviating from the shareholder’s pre-emptive right. Pursuant to the Finnish Companies Act, the deviation requires that there is a weighty financial reason for the Company. 

The shares issued by virtue of the authorization would be issued upon the fulfilment of the terms and conditions for the Acquisition to the existing shareholders of Megawind Ltd in proportion to their shares entitled to votes of Megawind Ltd sold as a part of the Acquisition.  The maximum number of new shares to be issued in the Directed Share Issue is 2,675,000, which corresponds to approximately 19.9 per cent of the current number of shares in the Company, and which corresponds to approximately a maximum of 16.6 per cent of all shares in the Company upon completion of the Acquisition. 

The Board of Directors is authorized to resolve on all terms and conditions of the Directed Share Issue, within the limits of the abovementioned authorization, including the criteria for determining the subscription price and that the subscription price can be paid not only in cash but also fully or partially with other assets. The principles agreed upon in the Acquisition regarding the determination of the subscription price and for the number of new shares are described in the stock exchange release announced on 20 January 2021. 

The authorization is valid until the closing of the Annual General Meeting of the Company to be held in the spring of 2022 and it cannot be used to any other purpose than completing the Acquisition. In case the General Meeting decides to approve the authorization, this does not revoke the authorization for the share issue granted to the Board of Directors in Annual General Meeting held on 19 March 2021. 

In case the General Meeting approves the proposed authorization and if the Acquisition is completed, the Company will apply for the listing of shares issued through the Directed Share Issue on the official list of Nasdaq Helsinki Ltd. 

c) Authorization of the Board of Directors to resolve on accepting the Company’s own shares as pledge and to dispose of the pledged own shares  

The Board of Directors proposes that the General Meeting authorizes the Board of Directors to resolve on the acceptance of the Company’s own shares as pledge and to dispose of the pledged own shares pursuant to the following terms and conditions: 

Based on the authorization, the Board of Directors may accept a maximum of 668 750 of the Company’s own shares as pledge, however, no more than 10 per cent of all shares in the Company. Own shares may be accepted as pledge other than in proportion of the holdings of shareholders (acceptance of directed pledge). The Board of Directors resolves on the terms and conditions under which the shares are accepted as pledge. 

In addition, by virtue of the authorization, the Board of Directors may resolve to dispose of a maximum of 668 750 of the Company’s own shares in connection with the possible enforcement of the pledging arrangement. The Board of Directors is authorized to resolve on to who and in what order the Company’s own shares are disposed. The Board of Directors may resolve to dispose the shares other than in the proportion of the shareholder’s right to purchase the Company’s own shares. Shares can be disposed of in the manner and to the extent resolved upon by the Board of Directors. The Board of Directors also has the right to resolve on selling the pledged own shares through public trading. The authorization includes the Board of Director’s right to resolve on any other terms and conditions for the disposing of the pledged own shares. 

The authorization is valid until 29 June 2023 and it cannot be used for any other purpose than accepting the shares issued through the Directed Share Issue as pledge and disposing of the own shares. For the sake of clarity, it is noted that if the General Meeting decides to approve the proposed authorization, it will not revoke the authorization for acquiring and/or accepting shares as pledge granted to the Board of Directors in the Annual General Meeting held on 19 March 2021. 

  1. Closing of the meeting 

B. Documents of the General Meeting 

This notice, which contains all of the resolution proposals to the agenda of the General Meeting, is available on the Company’s website at www.enersense.com/general-meeting. Copies of this notice will be sent to shareholders upon request. The minutes of the General Meeting will be available on the above-mentioned website from 25 January 2022 onwards, at the latest. 

C. Instructions for the participants in the General Meeting 

The Company’s shareholders and their proxy representatives can participate in the General Meeting and exercise shareholder rights only by voting in advance, asking questions in advance and making possible counterproposals in advance in accordance with the instructions set out below. 

  1. The right to participate 

Each shareholder, who is on the record date of the General Meeting on 29 December 2021 registered in the shareholders’ register of the Company held by Euroclear Finland Oy, has the right to participate in the General Meeting. A shareholder, whose shares are registered on their personal Finnish book-entry account, is registered in the shareholders’ register of the Company. A shareholder may only participate in the General Meeting by voting in advance and by submitting counterproposals and asking questions in advance in accordance with the instructions below. 

  1. Registration and voting in advance 

The registration for the General Meeting and advance voting will begin on 27 December 2021 at 4:00 p.m. (EET). A shareholder who is registered in the shareholders’ register of the Company and who wishes to participate in the General Meeting by voting in advance, shall register for the General Meeting and vote in advance by 3 January 2022 at 4:00 p.m. (EET) by which time the registration and votes must be received. 

A shareholder whose shares are registered on the shareholder’s Finnish book-entry account can register and vote in advance on certain matters on the agenda of the General Meeting from 27 December 2021 at 4:00 p.m. (EET) until 3 January 2022 at 4:00 p.m. (EET) through the Company’s website at www.enersense.com/general-meeting. 

For natural persons, the electronic advance voting requires a secured strong electronic authentiction and the shareholder may register and vote by logging in with their Finnish online banking codes or a mobile certificate. For shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must notify their book-entry account number and other required information. 

If a shareholder participates in the General Meeting by way of advance voting, voting in advance is considered as registration for the General Meeting if all required information is given. Instructions for voting are available on the Company’s website at www.enersense.com/general-meeting/. 

Requested information shall be given by the shareholder or the proxy representative in connection with the registration. The personal data given to the Company or Euroclear Finland Oy is used only in connection with the General Meeting and with the processing of related registrations. Further information on how the Company processes personal data is available in the privacy notice regarding the General Meeting, which is available at www.enersense.com/investors/general-meeting/. 

  1. Proxy representative and powers of attorney 

A shareholder may participate in the General Meeting and exercise their rights at the meeting by way of proxy representation. Shareholders, who do not vote in advance, are requested, due to the COVID-19 pandemic, to exercise shareholders’ rights through a centralized proxy representative designated by the Company by authorizing the Company’s Senior Legal Officer Eero Mäkelä, or a person appointed by them, to represent them at the General Meeting in accordance with the shareholder’s voting instructions. Also, the proxy representative of a shareholder may only participate by voting in advance in the manner instructed above. 

A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. Should a shareholder participate in the General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration. 

Proxy and voting instruction templates will be available on the Company’s website at www.enersense.com/general-meeting from 27 December 2021 onwards. Proxy documents should be delivered to the Company by email to yhtiokokous@enersense.com or by mail to Enersense International Oyj / Yhtiökokous 2022, Konepajanranta 2, 28100 Pori, Finland before the last date for registration on 3 January 2022 at 4:00 p.m. (EET), by which time the proxy documents must be received. 

If a shareholder delivers a proxy to the Company in accordance with the applicable instructions before the expiry of the registration and advance voting period, this constitutes due registration for the General Meeting, provided that all required information is included in the proxy documents. Submitting a proxy and voting instructions, that have been granted to the proxy representative designated by the Company, before the end of the notification of participation period constitutes both due registration for the General Meeting as well as voting in advance, provided that the required information listed in this notice is given. 

  1. Holder of nominee-registered shares 

A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares, based on which the shareholder on the record date of the General Meeting on 29 December 2021, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy at the latest by 6 January 2022, 10:00 a.m. (EET). As regards nominee-registered shares this constitutes due registration for the General Meeting. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting. 

A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy documents and registration for the General Meeting from their custodian bank. The account manager of the custodian bank has to register a holder of nominee-registered shares, who wishes to participate in the General Meeting, temporarily in the shareholders’ register of the Company by the time stated above at the latest. In addition, the account management organization of the custodian bank shall arrange advance voting on behalf of the holders of nominee-registered shares within the registration period for nominee-registered shares. 

Further information will also be available on the Company’s website at www.enersense.com/general-meeting. 

  1. Other instructions and information 

Shareholders who hold at least one hundredth of all shares in the Company are entitled to make counterproposals subject to voting on the agenda points of the General Meeting. Such counterproposals shall be delivered to the Company by email to yhtiokokous@enersense.com no later than 23 December 2021 at 4:00 p.m. (EET). In connection with making a counterproposal, shareholders are required to provide adequate evidence of their shareholding. A counterproposal is eligible for voting at the General Meeting if the shareholders who have made the counterproposal have the right to attend the General Meeting and on the record date of the General Meeting represent at least one hundredth of all shares in the Company. If a counterproposal is not eligible for voting at the General Meeting, the votes given in favour of such a counterproposal will not be taken into account. The Company will publish potential counterproposals eligible for voting on the Company’s website at www.enersense.com/general-meeting on 27 December 2021 at the latest. 

A shareholder has the right to ask questions with respect to the matters to be considered at the General Meeting pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act. Such questions must be sent by email to yhtiokokous@enersense.com or by mail to Enersense International Oyj / Yhtiökokous 2021, Konepajanranta 2, 28100 Pori, Finland at the latest by 27 December 2021 at 4:00 p.m. (EET). Such questions by shareholders, responses to such questions by the management of the Company as well as other counterproposals than those eligible for voting will be available on the Company’s website at www.enersense.com/general-meeting on 30 December 2021 at the latest. In connection with submitting counterproposals and asking questions, shareholders are required to provide adequate evidence of their shareholding. 

On the date of this notice to the General Meeting 20 December 2021, the total number of shares in Enersense International Plc is 13,397,729 shares, which correspond to the same number of votes. 

Pori, 20 December 2021 

Enersense International Plc 

Board of Directors 

Enersense to become a producer of green energy and a key green energy company – its long-term targets will be reassessed in connection with corporate transactions

Enersense International Plc  
Stock exchange release, 20 December 2021 at 8:45 a.m.

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’s Jaakko Eskola elected as the Chair of the Board of Directors of Varma

Enersense International Plc
Press release 15 December 2021 at 15:30 p.m.

Jaakko Eskola, Chair of the Board of Directors of Enersense International Plc, a provider of zero-emission energy solutions, has been elected Chair of the Board of Directors of Varma from the beginning of next year. Varma provides pension insurance for work carried out in Finland. Eskola has previously served as vice chairman of Varma’s Board of Directors.

In November, Eskola was elected Chair of the Board of Technology Industries of Finland for 2022. In addition, he is a member of the Board of Directors of Cargotec Oyj and Chair of the Board of Directors of Neles Oyj and Suominen Oyj. Eskola worked as Wärtsilä’s CEO from 2015 to 2021.

Enersense has signed a follow-up agreement regarding the maintenance of Enefit Connect’s electricity networks in Estonia

Enersense International Plc
Press release, 9 December 2021 at 10:30 a.m.

An Estonian subsidiary of Enersense International Plc, a creator of zero-emission energy solutions, Empower AS, which operates in the business area of International Operations, has signed a follow-up agreement with the Estonian network operator, Enefit Connect, regarding the maintenance of electricity networks. The agreement includes the maintenance of electricity distribution networks, troubleshooting and connecting solar parks in West Virumaa in Estonia to the electricity distribution network.

The work completed under the contract employs an estimated 30 people in total. The work will begin in January 2022 and will be carried out in cooperation with Arendus & Haldus OÜ, an Estonian company specialising in electrical installations. The total value of the contract is EUR 14.8 million, of which Enersense accounts for approximately EUR 7-8 million. The project is expected to be completed by the end of 2026.

”The agreement with Enefit Connect is important to us. Among other things, the project will strengthen our position in the Baltic market and support our vision of being a major implementor of a zero-emission society. Enefit Connect is a great customer for us in Estonia. It is a sign of our success that our cooperation continues in a strategically important project for us,” comments Margus Veensalu, EVP of Enersense’s International Operations segment.

Enersense has agreed on an investment in and preferred supplier status with P2X Solutions Oy, Finland’s first green hydrogen production company

Enersense International Plc   
Insider information, 8 December 2021 at 11:30 a.m.

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 has signed an agreement on the construction of 330 kV LN531-LN447 electricity transmission line in Lithuania

Enersense International Plc
Press release, 3 December 2021 at 2:15 p.m.

Enersense UAB, Lithuanian subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, and Empower AS, Estonian subsidiary of Enersense International Plc (both together referred below as to Enersense), have signed an agreement with a Lithuanian electricity transmission system operator Litgrid AB. The agreement provides for the construction of the 330 kV electricity transmission line LN531-LN447 in Lithuania by Enersense (hereinafter the Project).

Enersense has entered a co-operation with Lithuanian UAB Connecto Lietuva and the Estonian AS Connecto Eesti to implement the Project. The Project is delivered as turn-key and consists of preparations and planning, the dismantling of the existing electricity transmission line, and the construction of the new electricity transmission line with the length of 63 kilometers. The Project is expected to be completed by February 2025.

Margus Veensalu, EVP of Enersense’s International Operations segment, believes Enersense strong expertise is a key factor in the implementation of the Project.

“Enersense has decades of experience in building power lines, and we are also involved in a similar project in Estonia. It is great that our expertise is valued, and we get to carry out demanding projects and act as a responsible partner for our customers,” Veensalu says.

The modernization of the electricity transmission lines between LN531-LN447 is a key part of a larger undertaking, in which Baltic electricity systems will be connected to the Continental European Synchronous Area (CESA).

The name of Pori Offshore Constructions Oy will be changed to Enersense Offshore Oy

Enersense International Plc
Press release, 1 December 2021 at 11:00 a.m.

Enersense, which acquired the entire share capital of Pori Offshore Constructions Oy on 4 October, will standardise the legal names of its companies starting on 1 December in Finland as part of the integration and brand renewal of the company.

Due to the change Pori Offshore Constructions Oy’s name will change to Enersense Offshore Oy.

”We believe that the Mäntyluoto shipyard is well positioned to develop and take a major role in offshore wind power and industry projects both domestically and abroad as part of our joint Enersense brand”, states Enersense’s CEO Jussi Holopainen.

At the same time Enersense Group’s old company names starting with Empower will be changed to start with Enersense. The name change will not have an effect on the companies’ business identity codes, they will remain the same.

Enersense has been chosen as the main contractor for Fingrid’s Arkkukallio substation project

Enersense International Plc
Press release 17 November 2021 at 1:30 p.m.

A subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Empower PN Oy, which operates in the business area of Power, has won a contract in Fingrid’s public procurement tendering regarding the Arkkukallio substation project.

The new Arkkukallio 400/110 kV substation, which will be built on the west coast near Kristiinankaupunki, will enable new wind farms planned for the surrounding area to be connected to the grid with a connection capacity of up to 1,000 MW. The project will employ Enersense for approximately two years, and preparations for it will begin immediately. The value of the contract agreement is approximately 14 million euros.

“The Arkkukallio substation is a significant wind power connection point. The substation is part of the Coastal Line from Turku to Keminmaa. The Coastal Line is a power line that contributes to ensuring that Finland remains one electricity price area. Wind-generated electricity is transferred through the power line to areas of high electricity demand in southern Finland,” says Timo Kiiveri, Director of Asset Management at Fingrid Plc.

The Arkkukallio substation will be the second substation contract of this scale for Enersense within a year.
“The project is a great continuation of our portfolio of demanding 400 kV substation deliveries and strengthens our position to play an important role in implementing zero-emission solutions on the road to a carbon-neutral, environmentally friendly society,” says Antti Keskinen, Vice President of Power’s substation business.

The decision shall be legal after the end of the appeal period under the Act on Public Procurement and Concession Contracts.

Enersense International Plc: Flagging notification under chapter 9, section 10 of the Securities Markets Act

Enersense International Plc
Stock exchange release 15 November 2021 at 16:15 p.m.

Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act from Verman Group Oy. According to the notification, the shareholding of Verman Group Oy in Enersense International Plc has exceeded 10% of all shares and voting rights in Enersense International Plc on 12 November 2021. According to the notification, the company holds a total of 1,342,634 shares in Enersense International Plc, which corresponds to 10.021% of all shares and voting rights in Enersense International Plc.

According to the notification, the total position of the party under the flagging obligation is:

% of shares and voting rights % of shares and voting rights through financial instruments Total % Total number of shares and voting rights of issuer
Resulting situation on the date on which threshold was crossed or reached 10.021% 10.021% 13,397,729
Position announced in the previous flagging notification (if applicable) 9.617% 9.617%

Notified details of the resulting situation on the date on which the threshold was crossed or reached:

A: Shares and voting rights
Class/type of sharesISIN code (if possible) Number of shares and voting rights % of shares and voting rights
Direct(SMA 9:5) Indirect(SMA 9:6 and 9:7) Direct(SMA 9:5) Indirect(SMA 9:6 and 9:7)
FI4000301585 1,342,634 10.021%
A TOTAL 1,342,634 10.021%

Information about the party under the flagging obligation and about the entire chain of controlled undertakings through which shares, voting rights or financial instruments are effectively held:

Name % of shares and voting rights % of shares and voting rights through financial instruments Total shares, voting rights and financial instruments
Verman Group Oy 10.021% 10.021%

Enersense’s Jaakko Eskola elected as the chair of Technology Industries of Finland

Enersense International Plc
Press release 11 November 2021 at 6:00 p.m.

Jaakko Eskola, Chair of the Board of Directors of Enersense International Plc, a provider of zero-emission energy solutions, has been elected Chair of the Board of Technology Industries of Finland for 2022.

“I find the added value created through sustainable development very important and I am happy to advance it with the member companies. I am interested in all the technological opportunities that we, as an industry, can deliver globally to customers, the environment, and the ecosystem as a whole,” says Eskola.

Eskola has been a member of the Technology Industries of Finland’s Board from 2014 to 2020. In addition, he is a member of the Board of Directors of Cargotec Oyj and Chair of the Board of Directors of Neles Oyj and Suominen Oyj. Eskola worked as Wärtsilä’s CEO from 2015 to 2021.

The Technology Industries of Finland is a lobbying organisation for industry and labour market that promotes the competitiveness and operational preconditions of Finland’s key export sector. There are approximately 1,600 member companies in the Technology Industries of Finland and the organisation is committed to Finland’s carbon neutrality target in 2035.

Enersense International Plc: Flagging notification under chapter 9, section 10 of the Securities Markets Act

Enersense International Plc
Stock exchange release 9 November 2021 at 5:45 p.m.

Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act from Janne Vertanen. According to the notification, the shareholding of Janne Vertanen and entities controlled by him, in Enersense International Plc has exceeded 10% of all shares in Enersense International Plc on 8 November 2021. According to the notification, Janne Vertanen and entities controlled by him hold a total of 1,344,425 shares in Enersense International Plc, which corresponds to 10.035% of all shares and voting rights in Enersense International Plc.

According to the notification, the total position of the party under the flagging obligation is:

% of shares and voting rights % of shares and voting rights through financial instruments Total % Total number of shares and voting rights of issuer
Resulting situation on the date on which threshold was crossed or reached 10.035% 10.035% 13,397,729
Position announced in the previous flagging notification (if applicable) 9.818% 9.818%

Notified details of the resulting situation on the date on which the threshold was crossed or reached:

A: Shares and voting rights
Class/type of sharesISIN code (if possible) Number of shares and voting rights % of shares and voting rights
Direct(SMA 9:5) Indirect(SMA 9:6 and 9:7) Direct(SMA 9:5) Indirect(SMA 9:6 and 9:7)
FI4000301585 26,916 1,317,509 0.201% 9.834%
A TOTAL 1,344,425 10.035%

Information about the party under the flagging obligation and about the entire chain of controlled undertakings through which shares, voting rights or financial instruments are effectively held:

Name % of shares and voting rights % of shares and voting rights through financial instruments Total shares, voting rights and financial instruments
Verman Group Oy 9.834% 9.834%
Janne Vertanen 0.201% 0.201%

Enersense International Plc´s financial reporting and Annual General Meeting in 2022

Enersense International Plc
Stock Exchange Release 2 November 2021 at 1:30 p.m.

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.

Enersense has won Fingrid’s tendering regarding the renewal of Luukkala substation

Enersense International Plc
Press release 28 October 2021 at 1:00 p.m.

A subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Empower PN Oy, which operates in the business area of Power, has won a contract in Fingrid’s public procurement tendering regarding the renewal of Luukkala substation. The value of the contract agreement is approximately 6 million euros, and the project is scheduled to be handed over to the customer at the end of 2023.

Luukkala substation is located in South Karelia, where it strengthens the connections of the national grid and the transmission of electricity in the Lappeenranta region among others. In the project, the outdoor switchgear at the 110 kV substation in Luukkala will be converted into an indoor switchgear, utilising the SF6-free gas-insulated GIS equipment.

”We want to act as a pioneer in utilising environmentally friendly technology. New innovations allow us to phase out the use of SF6 insulation gas, which is harmful for the climate, in conjunction with substation renewals. We are already utilising SF6-free technology in many of our projects and our ambitious goal is for all the new 110 kV GIS instruments to represent new, environmentally friendly insulation technology from 2025 onwards,” notes Timo Kiiveri, Head of Asset Management at Fingrid.

The project is important for Enersense because it utilises the SF6-free gas-insulated GIS switchgear. “Enersense’s strategy is to play a major role in implementing zero-emission projects on the way towards a carbon-neutral, environmentally friendly society. It is great to be able to implement this project, which at the same time enables us to learn and apply new substation technology in practice. The project represents to us an opening move for substations with GIS technology and enables providing similar environmentally friendly solutions for the rest of the customer base,” says Antti Keskinen, Vice President of Power’s substation business.

The decision shall be legal after the end of the appeal period under the Act on Public Procurement and Concession Contracts.

Enersense has been chosen as a contractor to construct a pontoon for the port of HaminaKotka

Enersense International Plc
Press release, 25 October 2021 at 3:45 p.m.

Pori Offshore Constructions Ltd, which operates in the Smart Industry business area of Enersense International Plc, a provider of zero-emission energy solutions, has signed an agreement with HaminaKotka Satama Oy on the construction of a pontoon. The pontoon will be constructed at Enersense’s site in Mäntyluoto, Pori.

The project will be carried out as a lump-sum contract, and it consists of the construction of a pontoon weighing approximately 610 tonnes and a ramp weighing approximately 200 tonnes. The pontoon is specifically designed for loading and unloading operations of ro-ro vessels as an extension for the existing pier. A ro-ro (roll-on/roll-off) vessel refers to a ship on which the loading takes place by rolling from the side, stern or bow of the vessel and no crane is required to load it.

HaminaKotka Satama Oy invests in and develops the possibilities for the ro-ro terminal to increase capacity and to create conditions for the port’s customers and operators to receive even larger vessels and flows of goods also in the future. The design of the ramp has taken into account the needs of the shipping companies and the port operator, as well as their views on vessels and cargo handling in the near future.

At its peak, the workforce required for the project will be around 80 to 90 people. Employees currently laid off at Pori Offshore Constructions Ltd will be invited back to work as the project progresses. The value of the transaction is significant compared to Pori Offshore Constructions’ current turnover. The project begins immediately, and the pontoon is scheduled to be completed in the summer 2022.

Through a transaction completed on 4 October 2021 Enersense International Plc acquired the entire share capital of Pori Offshore Constructions Ltd. The agreement signed now with HaminaKotka Satama Oy is Pori Offshore Construction’s first agreement as part of Enersense.

Enersense updates its disclosure policy

Enersense International Plc
Stock Exchange Release, 4 October 2021 at 6:00 p.m.

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 – Managers’ transactions – MBÅ Invest Oy

Enersense International Plc
Stock Exchange Release, 24 September 2021 at 13:00 p.m.

____________________________________________

Person subject to the notification requirement
 

Name: MBÅ Invest Oy

Position: Closely associated person

(X) Legal Person

(1): Person Discharging Managerial Responsibilities in the Issuer

Name: Petri Suokas

Position: Member of the Board/Deputy member

(2): Person Discharging Managerial Responsibilities in the Issuer

Name: Jussi Holopainen

Position: Chief Executive Officer

(3): Person Discharging Managerial Responsibilities in the Issuer

Name: Jaakko Leivo

Position: Other senior manager

Issuer: Enersense International Plc

LEI: 743700XSMVPR48XIML56

Notification type: INITIAL NOTIFICATION

Reference number: 743700XSMVPR48XIML56_20210922151304_2

____________________________________________

Transaction date: 2021-09-22

Outside a training venue

Instrument type: SHARE

ISIN: FI4000301585

Nature of the transaction: TERMINATION OF PLEDGE

Transaction details

(1): Volume: 1 846 154 Unit price: N/A

Aggregated transactions

(1): Volume: 1 846 154 Volume weighted average price: N/A

Enersense has won Fingrid’s tendering regarding the Pyhänselkä-Raahe power line

Enersense International Plc
Press release, 22 September 2021 at 11:00 a.m.

A subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Empower PN Oy, which operates in the business area of Power, has won a contract in Fingrid’s public procurement tendering. The contract entails construction of six-kilometre 110 kV power line between Pyhänselkä and Raahe and alteration works implemented alongside the construction.

The project consists of preparations and planning, the dismantling of the existing power line, and the construction of a new power line as well as the alteration works included in the project. The project begins immediately and is expected to be completed in autumn 2022.

“The project located at Muhos strengthens the region’s grid and enables also the planned production of new wind power capacity to be connected to the grid”, says Ritva Laine from Fingrid Plc.

 

Enersense International Plc – Managers’ transactions – MBÅ Invest Oy

Enersense International Plc
Stock Exchange Release 14 September 2021 at 2:30 p.m.

Person subject to the notification requirement

Name: MBÅ Invest Oy

Position: Closely associated person

(X) Legal Person

(1): Person Discharging Managerial Responsibilities in the Issuer

Name: Petri Suokas

Position: Member of the Board/Deputy member

(2): Person Discharging Managerial Responsibilities in the Issuer

Name: Jussi Holopainen

Position: Chief Executive Officer

(3): Person Discharging Managerial Responsibilities in the Issuer

Name: Jaakko Leivo

Position: Other senior manager

Issuer: Enersense International Plc

LEI: 743700XSMVPR48XIML56

Notification type: INITIAL NOTIFICATION

Reference number: 743700XSMVPR48XIML56_20210913204705_2

____________________________________________

Transaction date: 2021-09-13

Venue: NASDAQ HELSINKI LTD (XHEL)

Instrument type: SHARE

ISIN: FI4000301585

Nature of the transaction: DISPOSAL

Transaction details

(1): Volume: 500 000 Unit price: 9.10 EUR

Aggregated transactions

(1): Volume: 500 000 Volume weighted average price: 9.10 EUR

Enersense International Plc: Flagging notification under chapter 9, section 10 of the Securities Markets Act

Enersense International Plc
Stock Exchange Release 14 September 2021 at 9.30 am

Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act from MBÅ Invest Oy. According to the notification, the shareholding of MBÅ Invest Oy in Enersense International Plc has fallen to 16.82% of all shares in Enersense International Plc on 13 September 2021. According to the notification, the company holds a total of 2 253 072 shares in Enersense International Plc, which corresponds to 16.82% of all shares and voting rights in Enersense International Plc.

According to the notification, the total position of the party under the flagging obligation is:

% of shares and voting rights % of shares and voting rights through financial instruments Total % Total number of shares and voting rights of issuer
Resulting situation on the date on which threshold was crossed or reached 16.82% 16.82% 13 397 729
Position announced in the previous flagging notification (if applicable)

Notified details of the resulting situation on the date on which the threshold was crossed or reached:

A: Shares and voting rights
Class/type of sharesISIN code (if possible) Number of shares and voting rights % of shares and voting rights
Direct(SMA 9:5) Indirect(SMA 9:6 and 9:7) Direct(SMA 9:5) Indirect(SMA 9:6 and 9:7)
FI4000301585 2 253 072 16.82%
A TOTAL 2 253 072 16.82%

Information about the party under the flagging obligation and about the entire chain of controlled undertakings through which shares, voting rights or financial instruments are effectively held:

Name % of shares and voting rights % of shares and voting rights through financial instruments Total shares, voting rights and financial instruments
MBÅ Invest Oy 16.82% 16.82%

Enersense International Plc’s Shareholders’ Nomination Board

Enersense International Plc
Stock Exchange Release 6 September 2021 at 6:20 p.m.

Enersense International Plc’s Annual General Meeting decided on 19 March 2021 to establish a Shareholders’ Nomination Board. Each year, the Nomination Board prepares and presents to the Annual General Meeting and, if necessary, to the Extraordinary General Meeting proposals on the remuneration, number and members of the Board of Directors. 

The Nomination Board consists of three members, of whom the three largest shareholders of the company are each entitled to nominate one member. At the request of the Committee, the Chairman of the Board of Directors may act as an expert on the Nomination Board without membership or the right to vote. According to the shareholders’ register maintained by Euroclear Finland Ltd, the three shareholders who hold the largest share of the votes cast by all the company’s shares on the first working day of September preceding the Annual General Meeting have the right to nominate members representing shareholders.

The following members have been appointed to Enersense International Plc’s Shareholders’ Nomination Board:

• Risto Takkala, MBÅ Invest Oy

• Alexander Ehrnrooth, Nidoco AB

• Kyösti Kakkonen, Joensuun Kauppa ja Kone Oy

The now appointed Nomination Board will forward its proposals for the 2022 Annual General Meeting to the Board of Directors by 31 January 2022.

Hanna Reijonen appointed as Enersense’s Senior Vice President, Human Resources

Enersense International Plc
Stock Exchange Release 31 August 2021 at 2:00 p.m.

Hanna Reijonen, 48, has been appointed as Enersense International Plc’s new Senior Vice President, Human Resources (HR), and a member of the Group Executive Team starting from 6 September 2021.

Reijonen has previously served as a Senior Vice President, HR of Posti Group Plc in 2018-2021. Reijonen has also worked as a Head of HR at Tieto Finland as well as in different HR management positions at Ericsson and Accenture. Reijonen has a master’s degree in Economics and Business Administration.

“I am pleased to have Hanna Reijonen’s extensive expertise at the use of our company.  Enthusiastic and competent staff are at the core of what we do, and I believe that Hanna and her team can best be responsible for developing our culture, personnel wellbeing and capabilities as part of the ongoing energy and digital revolution,” says CEO Jussi Holopainen.

“Enersense is clearly on a roll and a lot of interesting things are happening. I look forward to getting to know my new colleagues in more detail and supporting Enersense’s strong growth journey as a provider of zero-emission energy solutions,” Reijonen says.
 

Changes in Enersense’s Board of Directors and Committees

Enersense International Plc
Stock Exchange Release 31 August 2021 at 1:00 p.m.

The Board of Directors of Enersense International Plc, a provider of zero-emission energy solutions, has today elected Sirpa-Helena Sormunen as the new Vice Chairman of the Board of Directors. In addition, Päivi Jokinen was elected as a new member of the Audit Committee of the Board of Directors and Jaakko Eskola as a new member of the Remuneration Committee of the Board of Directors.

Enersense announced on 30 August 2021 that Markku Kankaala, member of the Board of Directors and Vice Chairman, has announced his resignation from the Board of Directors on 30 August 2021. At the same time, Kankaala also left the Audit and Remuneration Committees of the Board of Directors.

After the change, the members of the Audit Committee will be Sari Helander (Chairman), Petri Suokas and Päivi Jokinen. The members of the Remuneration Committee are Herkko Plit (Chairman), Sirpa-Helena Sormunen and Jaakko Eskola.

Change in the Board of Directors of Enersense International Plc

Enersense International Plc
Stock exchange release 30 August 2021 at 12:45 p.m.

Markku Kankaala, a member and vice chairman of the Board of Directors of Enersense International Plc, a provider of zero-emission energy solutions, has announced his resignation from the Board of Directors of the company on 30 August 2021. Kankaala also resigns from the audit and remuneration committees of the Board of Directors.

Following the resignation, the Board of Directors of Enersense International Plc consists of six members. The Board of Directors will convene without delay to elect new vice chairman and members to the audit and remuneration committees to replace Mr. Kankaala.

Enersense wishes to thank you Mr. Kankaala who has served in the Board since 2020 for his input in developing the company.

Change in the Group Executive Team of Enersense International Plc

Enersense International Plc
Stock Exchange Release, 16 Augut 2021 at 10:00 a.m.

Anna Lindén, Executive Vice President, Connectivity, and a member of the Group Executive Team at Enersense International plc leaves her position in the company, based on her own request. Lindén will leave the company during September and intends to focus on board and interim management work in the future.

EVP, Power, Juha Silvola will take over the role as EVP, Connectivity, in an acting capacity going forward, in addition to his current role heading the Power division.

”I would like to thank Anna for the great work she has done for the company and wish her the best of success in her future challenges” says Enersense CEO Jussi Holopainen.

Mikko Jaskari appointed as Enersense’s Chief Financial Officer

Enersense International Plc
Stock Exchange Release 21 July 2021 at 11.30 a.m.

Enersense International Plc, a provider of zero-emission energy solutions, has appointed Mikko Jaskari (52) as the group’s Chief Financial Officer (CFO) and a member of the Group Executive Team starting from 2 August 2021. Jaskari is a Master of Science in Engineering.

Enersense’s current CFO Risto Takkala will support the company in the transition phase and will leave the company during autumn 2021.

Mikko Jaskari has acted in several managerial positions related to finance, for example at Honkarakenne Oyj and Telia Oyj. He has extensive experience working with growth companies, financial arrangements as well as mergers and acquisitions.

”I welcome Mikko Jaskari to Enersense. At the same time, I want to warmly thank Risto Takkala, whose two-year project as the group’s CFO is coming to an end. During his time the company grew, internationalised, and was listed at Nasdaq Helsinki. We are very glad that Risto supports the company in the background during the transition phase once Mikko starts in August”, says Enersense’s CEO Jussi Holopainen.

 


 

Enersense has been chosen as the main contractor of the Soidinmäki wind farm

Enersense International Plc
Press Release 16 July 2021 at 10.00 a.m.

A subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Empower PN Oy, which operates in the business area of Power, has signed an agreement with Tuulivoimayhtiö Pohjoistuuli Oy group for construction of a wind farm in Soidinmäki, Saarijärvi.

The wind farm in Soidinmäki consists of seven power plants and the construction begins in August 2021. The project will be completed by the end of 2022 according to plans. Enersense will provide construction of the wind farm’s roads and platforms, foundations, internal network as well as a substation as a turnkey delivery.

The companies have also agreed on long-term operation and maintenance services of the internal network and substation while the wind farm is operational.

”We already have good experiences of Enersense’s deliveries with two other wind farm projects which carried weight in the selection of a contractor”, says Markku Kortteisto, Board member of Tuulivoimayhtiö Pohjoistuuli Oy.

“The wind farm of Soidinmäki is an important project and reference for us on the growing wind power market, and we get to utilize our comprehensive expertise in the implementation of this project”, comments Juha Silvola, EVP, Power.

Enersense has signed an agreement on the modernisation of Valmiera-Tartu and Valmiera-Tsirguliina power lines

Enersense International Plc
Press release, 15 July 2021 at 4.00 p.m.

Empower SIA, Latvian subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, in which Enersense has 59 per cent ownership, has signed an agreement with a Latvian power grid company AS Augstsprieguma tikls on the modernisation of the 330 kV power lines between Valmiera (Latvia) – Tartu (Estonia) and Valmiera – Tsirguliina (Estonia).

Empower SIA and Estonian Leonhard Weiss Oü, a provider of integrated grid planning, construction, and maintenance, will be jointly responsible for the implementation of the project. The project consists of preparations and planning, the dismantling of the existing power lines, and the construction of the new power lines. The project is expected to be completed by September 2024.

”It is great that our expertise is valued, and that we can implement demanding projects and act as a responsible partner for our customers”, delights Jussi Holopainen, CEO of Enersense.

The modernisation of the power lines between Valmiera­-Tartu and Valmiera-Tsirguliina is a key part of a larger undertaking, in which Baltic electricity networks will be connected to networks in Continental Europe.
 

Enersense has completed the sale of the entire share capital of Värväämö Oy to Citywork – Mika Linnamäki will leave the Management Team

Enersense International Plc
Stock Exchange Release 30 June 2021 at 9.55 a.m.

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 International Plc: Flagging notification under chapter 9, section 10 of the Securities Markets Act

Enersense International Plc
Stock exchange release 24 June 2021 at 4.20 p.m.

Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act from Verman Group Oy. According to the notification, the shareholding of Verman Group Oy in Enersense International Plc has fallen below 10 % of all shares in Enersense International Plc on 22 June 2021. According to the notification, the company holds a total of 1 288 461 shares in Enersense International Plc, which corresponds to 9.617 % of all shares and voting rights in Enersense International Plc.

According to the notification, the total position of the party under the flagging obligation is:

% of shares and voting rights % of shares and voting rights through financial instruments Total % Total number of shares and voting rights of issuer
Resulting situation on the date on which threshold was crossed or reached 9.617 % 9.617 % 13 397 729
Position announced in the previous flagging notification (if applicable)

Notified details of the resulting situation on the date on which the threshold was crossed or reached:

A: Shares and voting rights
Class/type of sharesISIN code (if possible) Number of shares and voting rights % of shares and voting rights
Direct(SMA 9:5) Indirect(SMA 9:6 and 9:7) Direct(SMA 9:5) Indirect(SMA 9:6 and 9:7)
FI4000301585 1 288 461 9.617 %
A TOTAL 1 288 461 9.617 %

Information about the party under the flagging obligation and about the entire chain of controlled undertakings through which shares, voting rights or financial instruments are effectively held:

Name % of shares and voting rights % of shares and voting rights through financial instruments Total shares, voting rights and financial instruments
Verman Group Oy 9.617 % 9.617 %

 

Change in the Group Executive Team of Enersense International Plc

Enersense International Plc
Stock Exchange Release, 24 June 2021 at 2:00 p.m.

Maija Kaski, Senior Vice President, HR, and a member of the Group Executive Team at Enersense International Plc steps aside from her position at the company. Kaski will continue in her position until 24 September 2021.

“I warmly thank Maija for her significant contribution to the company. We wish her all the best in her future endeavours”, says the CEO of Enersense Jussi Holopainen.

The company will start recruiting a new Senior Vice President, HR without a delay.

Enersense International Plc – Managers’ transactions – Jaakko Leivo

Enersense International Plc
Stock Exchange Release, 22 June 2021 at 1:00 p.m.

Person subject to the notification requirement

Name: Leivo, Jaakko

Position: Other senior manager

Issuer: Enersense International Plc

LEI: 743700XSMVPR48XIML56

Notification type: INITIAL NOTIFICATION

Reference number: 743700XSMVPR48XIML56_20210622095911_49

____________________________________________

Transaction date: 2021-06-22

Venue not applicable

Instrument type: SHARE

ISIN: FI4000301585

Nature of the transaction: SUBSCRIPTION

Transaction details

(1): Volume: 2442 Unit price: 8.19 EUR

Aggregated transactions

(1): Volume: 2442 Volume weighted average price: 8.19 EUR

Enersense International Plc – Managers’ transactions – Jussi Holopainen

Enersense International Plc
Stock Exchange Release, 22 June 2021 at 1:00 p.m.

Person subject to the notification requirement

Name: Holopainen, Jussi

Position: Chief Executive Officer

Issuer: Enersense International Plc

LEI: 743700XSMVPR48XIML56

Notification type: INITIAL NOTIFICATION

Reference number: 743700XSMVPR48XIML56_20210622095911_47

____________________________________________

Transaction date: 2021-06-22

Venue not applicable

Instrument type: SHARE

ISIN: FI4000301585

Nature of the transaction: SUBSCRIPTION

Transaction details

(1): Volume: 6105 Unit price: 8.19 EUR

Aggregated transactions

(1): Volume: 6105 Volume weighted average price: 8.19 EUR

Enersense International Plc – Managers’ transactions – Jaakko Eskola

Enersense International Plc
Stock Exchange Release, 22 June 2021 at 1:00 p.m.

Person subject to the notification requirement

Name: Eskola, Jaakko

Position: Member of the Board/Deputy member

Issuer: Enersense International Plc

LEI: 743700XSMVPR48XIML56

Notification type: INITIAL NOTIFICATION

Reference number: 743700XSMVPR48XIML56_20210622095911_45

____________________________________________

Transaction date: 2021-06-22

Venue not applicable

Instrument type: SHARE

ISIN: FI4000301585

Nature of the transaction: SUBSCRIPTION

Transaction details

(1): Volume: 6105 Unit price: 8.19 EUR

Aggregated transactions

(1): Volume: 6105 Volume weighted average price: 8.19 EUR

Enersense International Plc – Managers’ transactions – Petri Suokas

Enersense International Plc
Stock Exchange Release, 22 June 2021 at 1:00 p.m.

Person subject to the notification requirement

Name: Suokas, Petri

Position: Member of the Board/Deputy member

Issuer: Enersense International Plc

LEI: 743700XSMVPR48XIML56

Notification type: INITIAL NOTIFICATION

Reference number: 743700XSMVPR48XIML56_20210622095912_54

____________________________________________

Transaction date: 2021-06-22

Venue not applicable

Instrument type: SHARE

ISIN: FI4000301585

Nature of the transaction: SUBSCRIPTION

Transaction details

(1): Volume: 12210 Unit price: 8.19 EUR

Aggregated transactions

(1): Volume: 12210 Volume weighted average price: 8.19 EUR

 

Enersense International Plc – Managers’ transactions – Tommi Manninen

Enersense International Plc
Stock Exchange Release, 22 June 2021 at 1:00 p.m.

Person subject to the notification requirement

Name: Manninen, Tommi

Position: Other senior manager

Issuer: Enersense International Plc

LEI: 743700XSMVPR48XIML56

Notification type: INITIAL NOTIFICATION

Reference number: 743700XSMVPR48XIML56_20210622095911_50

____________________________________________

Transaction date: 2021-06-22

Venue not applicable

Instrument type: SHARE

ISIN: FI4000301585

Nature of the transaction: SUBSCRIPTION

Transaction details

(1): Volume: 1221 Unit price: 8.19 EUR

Aggregated transactions

(1): Volume: 1221 Volume weighted average price: 8.19 EUR

Enersense International Plc – Managers’ transactions – Päivi Jokinen

Enersense International Plc
Stock Exchange Release, 22 June 2021 at 1:00 p.m.

Person subject to the notification requirement

Name: Jokinen, Päivi

Position: Member of the Board/Deputy member

Issuer: Enersense International Plc

LEI: 743700XSMVPR48XIML56

Notification type: INITIAL NOTIFICATION

Reference number: 743700XSMVPR48XIML56_20210622095911_48

____________________________________________

Transaction date: 2021-06-22

Venue not applicable

Instrument type: SHARE

ISIN: FI4000301585

Nature of the transaction: SUBSCRIPTION

Transaction details

(1): Volume: 3052 Unit price: 8.19 EUR

Aggregated transactions

(1): Volume: 3052 Volume weighted average price: 8.19 EUR

Enersense International Plc – Managers’ transactions – Sari Helander

Enersense International Plc
Stock Exchange Release, 22 June 2021 at 1:00 p.m.

Person subject to the notification requirement

Name: Helander, Sari

Position: Member of the Board/Deputy member

Issuer: Enersense International Plc

LEI: 743700XSMVPR48XIML56

Notification type: INITIAL NOTIFICATION

Reference number: 743700XSMVPR48XIML56_20210622095911_46

____________________________________________

Transaction date: 2021-06-22

Venue not applicable

Instrument type: SHARE

ISIN: FI4000301585

Nature of the transaction: SUBSCRIPTION

Transaction details

(1): Volume: 854 Unit price: 8.19 EUR

Aggregated transactions

(1): Volume: 854 Volume weighted average price: 8.19 EUR

Enersense International Plc – Managers’ transactions – Sirpa-Helena Sormunen

Enersense International Plc
Stock Exchange Release, 22 June 2021 at 1:00 p.m.

Person subject to the notification requirement

Name: Sormunen, Sirpa-Helena

Position: Member of the Board/Deputy member

Issuer: Enersense International Plc

LEI: 743700XSMVPR48XIML56

Notification type: INITIAL NOTIFICATION

Reference number: 743700XSMVPR48XIML56_20210622095912_53

____________________________________________

Transaction date: 2021-06-22

Venue not applicable

Instrument type: SHARE

ISIN: FI4000301585

Nature of the transaction: SUBSCRIPTION

Transaction details

(1): Volume: 12210 Unit price: 8.19 EUR

Aggregated transactions

(1): Volume: 12210 Volume weighted average price: 8.19 EUR

Enersense International Plc – Managers’ transactions – Margus Veensalu

Enersense International Plc
Stock Exchange Release, 22 June 2021 at 1:00 p.m.

Person subject to the notification requirement

Name: Veensalu, Margus

Position: Other senior manager

Issuer: Enersense International Plc

LEI: 743700XSMVPR48XIML56

Notification type: INITIAL NOTIFICATION

Reference number: 743700XSMVPR48XIML56_20210622095912_55

____________________________________________

Transaction date: 2021-06-22

Venue not applicable

Instrument type: SHARE

ISIN: FI4000301585

Nature of the transaction: SUBSCRIPTION

Transaction details

(1): Volume: 610 Unit price: 8.19 EUR

Aggregated transactions

(1): Volume: 610 Volume weighted average price: 8.19 EUR

Enersense International Plc – Managers’ transactions – Herkko Plit

Enersense International Plc
Stock Exchange Release, 22 June 2021 at 1:00 p.m.

Person subject to the notification requirement

Name: Plit, Herkko

Position: Member of the Board/Deputy member

Issuer: Enersense International Plc

LEI: 743700XSMVPR48XIML56

Notification type: INITIAL NOTIFICATION

Reference number: 743700XSMVPR48XIML56_20210622095912_51

____________________________________________

Transaction date: 2021-06-22

Venue not applicable

Instrument type: SHARE

ISIN: FI4000301585

Nature of the transaction: SUBSCRIPTION

Transaction details

(1): Volume: 1221 Unit price: 8.19 EUR

Aggregated transactions

(1): Volume: 1221 Volume weighted average price: 8.19 EUR
 

Enersense International Plc – Managers’ transactions – Juha Silvola

Enersense International Plc
Stock Exchange Release, 22 June 2021 at 1:00 p.m.

Person subject to the notification requirement

Name: Silvola, Juha

Position: Other senior manager

Issuer: Enersense International Plc

LEI: 743700XSMVPR48XIML56

Notification type: INITIAL NOTIFICATION

Reference number: 743700XSMVPR48XIML56_20210622095912_52

____________________________________________

Transaction date: 2021-06-22

Venue not applicable

Instrument type: SHARE

ISIN: FI4000301585

Nature of the transaction: SUBSCRIPTION

Transaction details

(1): Volume: 12210 Unit price: 8.19 EUR

Aggregated transactions

(1): Volume: 12210 Volume weighted average price: 8.19 EUR

 

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

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Enersense International Plc
Stock exchange release Inside information 21 June 2021 at 8:00 p.m.

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 International Plc has signed a framework agreement with Nokia Solutions and Networks Plc on providing construction services for mobile networks

Enersense International Plc
Press Release 21 June 2021 at 10:30 a.m.

A subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Empower TN Oy, which operates in the business area of Connectivity, has signed a framework agreement with Nokia Solutions and Networks Plc on providing construction services for mobile networks.

The signed framework agreement includes construction services for mobile networks in separately agreed projects in Finland. In addition to the framework agreement, a project agreement subject to the agreement has been signed on mobile construction in Eastern and Northern Finland. The work agreed in the project agreement takes place in the years of 2021-2023.

“I am very happy that Enersense’s competent personnel can provide construction services for mobile networks for Nokia Solutions and Networks Plc. The agreement underlines Enersense’s strong position as a supplier of construction services for communications networks in Finland”, comments Anna Lindén, EVP, Connectivity.

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

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Enersense International Plc
Stock exchange release inside information 18 June 2021 at 4:00 p.m.

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 – STOCK EXCHANGE RELEASE – 10 June 2021 at 01.45. p.m.

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.

Enersense and Rauma Marine Constructions have signed a new agreement related to the Tallink MyStar -project

Enersense International Plc
Press Release 8 June 2021 at 02:30 pm

Enersense Works Oy, a subsidiary of Enersense International Plc, and Rauma Marine Constructions (RMC) have signed a new agreement for the construction project of Tallink MyStar Vessel and its outfitting scope in technical areas.

MyStar, which is already being built, is an environmentally friendly vessel that uses liquified natural gas (LNG). The signed agreement in the MyStar -project is strategically important for Enersense Works Oy, as providing demanding equipment at LNG-construction sites support the company’s vision of being a significant implementor of a zero-emission society.

”We are pleased that our partnership with RMC is strengthened and the customer trusts the expertise of our committed personnel”, says Jaakko Leivo, EVP Smart Industry.

”Our role in Tallink’s MyStar -project is versatile and extensive. We continue to significantly invest in the marine industry, and the new signed agreement supports our strategy of implementing comprehensive work packages and zero-emission solutions.”

On 12th of June 2020, Enersense International Plc announced an agreement related to Tallink’s MyStar -project when its subsidiary Enersense Works Oy, specialized in high-quality steel works, and Rauma Marine Constructions, a domestically owned ship building company, agreed on a piping and steel works project.
 

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

ENERSENSE INTERNATIONAL PLC  —  STOCK EXCHANGE RELEASE  —  7 June 2021 at 8.15 EET

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.