Insider information: Enersense and Elisa have signed a 30-million-euro project contract on construction of an optic fiber network in Finland Enersense International Plc Insider information 9 December 2022 at 09:00 a.m. Enersense, a provider of zero-emission energy solutions, and Elisa, a Finnish telecommunications and digital services company, have signed a turn-key project contract on construction of Elisa’s optic fiber network (FTTH = Fiber to the Home) in Finland. The project will be one part of Elisa´s optic fiber network construction roadmap in the coming years and it will be executed during 2023-2025. The total value of the project is approximately EUR 30 million. The contract will be included in the fourth quarter 2022 order book of Enersense’s Connectivity business area. The project will commence immediately with planning of the FTTH areas in various parts of Finland. Enersense is responsible for the turn-key delivery which contains project management, planning and construction of the network, materials logistics and customer deliveries. ”We are very delighted about the confidence Elisa has shown on Enersense’s FTTH-services. Fast fiber networks are part of enabling a zero-emission society which is important for us at Enersense. Currently around 50 per cent of Finnish households are connected to an optic fiber network and during the coming years constructing FTTH is expected to grow significantly,” says Jussi Holopainen, CEO of Enersense. Enersense International Plc Jussi Holopainen CEO Further information: Jussi Holopainen, CEO Tel: +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, Communications and Public Affairs Tel: +358 40 043 7515 Email: tommi.manninen@enersense.com Distribution: Nasdaq Helsinki Major media www.enersense.com
Notice to the Extraordinary General Meeting of Enersense International Plc Enersense International Plc Stock Exchange Release, 2 December 2022 at 7:00 p.m. Notice is given to the shareholders of Enersense International Plc (“Enersense” or the “Company”) to the Extraordinary General Meeting (“General Meeting”) to be held on Friday 23 December 2022 at 9:30 a.m. (EET) at Original Sokos Hotel Tripla Pasila, Fredikanterassi 1B, FI-00520 Helsinki, Finland, meeting room Eskola/Kaivola. The reception of persons who have registered for the meeting and the distribution of voting tickets before the meeting will commence at 9:00 a.m. (EET). The Company’s shareholders may exercise their shareholder rights also by voting in advance or by way of proxy representation. A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING At the General Meeting, the following matters will be considered: Opening of the meeting Calling the meeting to order Election of persons to scrutinize the minutes and to supervise the counting of votes Recording the legality of the meeting Recording the attendance at the meeting and adoption of the list of votes Authorizing the Board of Directors to decide on the issuance of special rights entitling to shares On 2 December 2022, the Company completed the offering of EUR 26 million senior unsecured conditionally convertible notes due 15 January 2027 (the “Notes”) which were subscribed for by professional investors and eligible counterparties. The Notes will carry a coupon of 7.0 % per annum, payable semi-annually in arrear in equal instalments on 15 January and 15 July in each year, commencing on 15 July 2023. The initial conversion price per share of the Notes has been set at EUR 8.00, representing a conversion premium of approximately 32.1 % to the arithmetic average of the volume weighted average price of Enersense’s shares (the ”Shares”) on the official list of Nasdaq Helsinki Ltd on each of the 10 dealing days prior to the launch of the offering of the Notes, representing EUR 6.0573 (the “Market Reference Price”). The issue price of the Notes will be 100% of their nominal amount and, unless previously converted, redeemed or purchased and cancelled, will be redeemed at 100% of their nominal amount at maturity. Closing is expected to occur on or about 12 December 2022 (the “Issue Date”). The Notes will become convertible into Shares subject to a resolution by the Extraordinary General Meeting of the Company’s shareholders authorizing the Company’s Board of Directors to resolve on the issue of special rights entitling to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act (624/2006, as amended) to enable the issue of such Shares upon the exercise of conversion rights by noteholders in respect of the Notes (the “Shareholders’ Resolution”) and a subsequent resolution by the Board of Directors to decide on the issue of such special rights based on the authorization (the “Board Resolution”), following which the Company will issue an appropriate notice to the noteholders. If the Shareholder Resolution and the Board Resolution are not passed by the date falling 3 months after the Issue Date and the Notes have not been redeemed in accordance with the terms and conditions of the Notes, noteholders will be entitled to exercise a cash settlement right whereby they would receive a cash amount equal to the market value of the Shares notionally underlying the Notes as detailed in the terms and conditions of the Notes. The maximum number of Shares (without any adjustments having been made to the conversion price) notionally underlying the initial issue size is 3,250,000 Shares, representing approximately 19.7 % of the Company’s current total amount of Shares (approximately 16.5 % on a fully diluted basis). The cash settlement right of the holders of the Notes will expire upon the Notes becoming convertible into Shares. In order to effect the Shareholder Resolution and to enable the subsequent Board Resolution to issue special rights entitling to Shares, in accordance with the terms and conditions of the Notes, the Board of Directors proposes that the General Meeting would authorize the Board of Directors to decide, in one or several instalments, on the issuance of special rights entitling to Shares referred to in Chapter 10 Section 1 of the Finnish Companies Act in respect of the Notes as follows. The number of shares to be issued based on the special rights shall not exceed 3,575,000 Shares, which corresponds to approximately 21.7 % of all of the Shares in the Company (approximately 18.1 % on a fully-diluted basis). The issuance of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue). The special rights would be granted, for no consideration, to the initial subscribers of the Notes and/or to any subsequent purchasers of the Notes. The special rights would be attached to the Notes and could not be separated from the Notes. In all other respects, in accordance with and subject to the terms and conditions of the Notes, the Board of Directors would decide on other conditions of the issuance of special rights entitling to shares. The maximum number of Shares that may be issued based on the special rights under this authorization exceeds the number of Shares that would be issued if the Notes would be converted into Shares at the current conversion price. The excess number of special rights and Shares that may be issued is reserved for possible adjustments to the conversion price in accordance with the terms and conditions of the Notes and may not be issued for any other purpose. The Board of Directors considers that there are weighty financial reasons to issue the special rights in respect of the Notes as the issuance of the Notes allowed the Company to strengthen its financial position under financial and other terms (including the execution timetable) that would not, in the understanding of the Board of Directors, have been otherwise available. In addition, the capital raised through the issue of the Notes is expected to enable strategic investments by the Company. The Board of Directors also notes that the initial conversion price of the Notes per Share represented a premium of 32.1 % as compared to the above-mentioned Market Reference Price. Certain shareholders of the Company, including Nidoco AB, MBÅ Invest Oy, Verman Group Oy and Ensto Invest Oy, who together represent approximately 54.9 % of Enersense’s current total amount of Shares, have irrevocably agreed to vote in favour of the resolution to authorize the Board of Directors to decide on the issuance of special rights entitling to shares at the General Meeting. This authorization does not revoke or replace any previous authorizations granted to the Board of Directors regarding the issuance of special rights entitling to shares. Closing of the meeting B. DOCUMENTS RELATED TO THE GENERAL MEETING The resolution proposals for the decisions on the matters on the agenda of the General Meeting, the terms and conditions of the Notes as well as this notice are available on the Company’s website at www.enersense.com/investors/governance/general-meeting/. Other documents that are required, under the Finnish Companies Act, to be available to shareholders will be available on the aforementioned website at the latest as of 2 December 2022. The resolution proposals and other documents mentioned above will also be made available at the General Meeting. The minutes of the General Meeting will be available on the Company’s website at the latest as of Thursday 5 January 2023. C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING 1. Shareholders entered in the shareholder register Each shareholder who is, on Tuesday 13 December 2022, registered in the Company’s shareholder register maintained by Euroclear Finland Oy has the right to participate in the General Meeting in accordance with the below instructions. A shareholder whose shares are registered on their personal Finnish book-entry account is registered in the Company’s shareholder register. Registration A shareholder who is registered in the Company’s shareholder register and who wishes to participate in the General Meeting must register for the General Meeting at the latest by Tuesday 20 December 2022 at 4:00 p.m. (EET), by which time the registration must be received. Registration for the Meeting and the advance voting starts on Monday 5 December 2022 at 10:00 a.m. (EET). Additional information on the advance voting is presented below under section C.4. Registration for the General Meeting takes place: a. Through the Company’s website www.enersense.com/investors/governance/general-meeting Registration by natural persons requires strong electronic authentication. A natural person logging in to the service via the Company’s website will be directed to an electronic authentication page. Thereafter, the shareholder can register for the General Meeting or authorise a proxy representative in one session. Strong electronic authentication takes place using Finnish online banking codes or a Mobile ID. For legal persons, strong electronic authentication is not required. However, shareholders that are legal persons must provide their book-entry account number, Business ID and other required information. If a legal person uses Suomi.fi e-Authorizations, registration requires strong electronic authentication from the authorised person using Finnish online banking codes or a Mobile ID. b. By email to yhtiokokous@enersense.com When registering, the shareholder’s name, personal identification number or Business ID, address, phone number and the name of the legal representative, proxy representative or assistant and the legal representative’s, proxy representatives or assistant’s personal identification number must be provided. The personal data given to Enersense International Plc by shareholders is used only in connection with the General Meeting and with the processing of related registrations. At the meeting venue, shareholders, their legal or proxy representatives or assistants must be able to prove their identity and/or their right to act as a representative. 2. Holder of nominee-registered shares A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of shares based on which they would be entitled to be registered in the Company’s shareholder register maintained by Euroclear Finland Oy on Tuesday 13 December 2022. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered in the shareholder register maintained by Euroclear Finland Oy at the latest by Tuesday 20 December 2022, 10:00 a.m. (EET). As regards nominee-registered shares, this constitutes due registration for the General Meeting. A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the temporary registration in the Company’s shareholder register, the issuing of proxy documents and voting instructions and registration for the General Meeting from their custodian. The account manager of the custodian must register a holder of nominee-registered shares who wishes to participate in the General Meeting temporarily in the Company’s shareholder register by the time stated above at the latest. 3. Proxy representative and powers of attorney A shareholder may participate in the General Meeting and exercise their rights at the General Meeting by way of proxy representation. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. Should a shareholder participate in the General Meeting by means of several proxy representatives, who represent 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 for the General Meeting. Proxy documents should be delivered to the Company in electronic format (e.g. PDF) to the email address yhtiokokous@enersense.com by the last date of registration. A proxy representative must be prepared to present the proxy document also at the meeting venue. Shareholders that are legal persons may also use the electronic Suomi.fi authorisation service through Euroclear Finland Oy’s registration service instead of a conventional proxy document. In this case, the organisation authorizes its appointed representative in the Suomi.fi service at www.suomi.fi/valtuudet using the mandate theme “Representation at the General Meeting”. When registering, the representative must identify themselves with strong electronic authentication in Euroclear Finland’s general meeting service, after which the electronic mandate is automatically checked. Strong electronic authentication takes place using Finnish online banking codes or a Mobile ID. More information is available on the website suomi.fi/e-authorizations. 4. Advance voting A shareholder who has a Finnish book-entry account may vote in advance on item 6 on the agenda of the General Meeting during the time period Monday 5 December 2022 at 10:00 a.m. (EET) until Tuesday 20 December 2022 at 4:00 p.m. (EET). In addition, the account manager of the custodian bank may vote in advance on behalf of holders of nominee registered shares represented by the account manager in accordance with their voting instructions within the registration period for nominee-registered shares. A proposal subject to advance voting is considered to have been presented without amendments at the General Meeting. Unless a shareholder voting in advance will be present in person or by proxy in the General Meeting, the shareholder may not be able to exercise his/her right under the Finnish Companies Act to request information or a vote in the meeting. Advance voting is possible by the following means: a) through the Company’s website at the address www.enersense.com/investors/governance/general-meeting/ For natural persons, the electronic voting in advance requires secured strong electronic authentication and the shareholder may vote by logging in with his/her Finnish online banking codes or a Mobile ID. 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. b) by email A shareholder may send the advance voting form available on the Company’s website or corresponding information to Euroclear Finland Oy by email at yhtiokokous@euroclear.eu. The advance voting form is available on the Company’s website at the latest from Monday 5 December 2022 at 10:00 a.m (EET) onwards. A representative of a shareholder must in connection with delivering the voting form produce a dated proxy authorization document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. If a shareholder participates in the General Meeting by sending votes in advance by email to Euroclear Finland Oy, the delivery of the votes before the end of the registration and advance voting period shall constitute due registration for the General Meeting, provided that it includes the above-mentioned information required for registration and advance voting. Instructions relating to the electronic advance voting may also be found on the Company’s website at the address www.enersense.com/investors/governance/general-meeting/ at the latest from Monday 5 December 2022 onwards. 5. Other instructions and information A shareholder who is present at the General Meeting has the right, under Section 25 of Chapter 5 of the Finnish Companies Act, to request information on matters dealt with by the meeting. The information on the General Meeting required by the Finnish Companies Act and the Securities Market Act is available on the Company’s website www.enersense.com/investors/governance/general-meeting/. On the date of this notice to the Extraordinary General Meeting, 2 December 2022, the total number of shares in Enersense International Plc is 16,492,531, which corresponds to the same number of votes. Changes in shareholding after the record date do not affect the right to participate in the General Meeting or the number of voting rights held in the General Meeting. In Pori, 2 December 2022 ENERSENSE INTERNATIONAL PLC BOARD OF DIRECTORS For further information, please contact: Jussi Holopainen, President and CEO Phone: +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, Senior Vice President, Communications and Public Affairs Phone: +358 40 043 7515 Email: tommi.manninen@enersense.com DISTRIBUTION: Nasdaq Helsinki Major media www.enersense.com
Inside Information: Enersense International Plc completes offering of EUR 26 million Senior Unsecured conditionally Convertible Note due January 2027 Enersense International Plc Inside information 2 December 2022 at 6:00 p.m. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, IN INTO OR FROM, DIRECTLY OR INDIRECTLY, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS), AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR TO ANY OTHER JURISDICTION WHERE SUCH AN ANNOUNCEMENTWOULD BE UNLAWFUL THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE TO U.S. PERSONS OR IN ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES, AUSTRALIA CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR TO ANY OTHER JURISDICTION WHERE SUCH AN ANNOUNCEMENT WOULD BE UNLAWFUL. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION. Enersense International Plc (“Enersense“ or the ”Company”) today completed an offering (the ”Offering”) of EUR 26 million (the “Nominal Amount”) of senior unsecured conditionally convertible notes due 15 January 2027 (the ”Notes”). The net proceeds of the Offering are intended for investments and general corporate purposes. The Notes will carry a coupon of 7.0 % per annum, payable semi-annually in arrear in equal instalments on 15 January and 15 July in each year, commencing on 15 July 2023. The initial conversion price has been set at EUR 8.00, representing a conversion premium of approximately 32.1 % to the arithmetic average of the volume weighted average price of Enersense’s shares (the ”Shares”) which are listed on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki“) on each of the 10 dealing days prior to the launch of the Notes, representing EUR 6.0573 (the ”Market Reference Price“). The conversion price will be subject to certain adjustments in the event of specified corporate events, as well as customary anti-dilution adjustments pursuant to the terms and conditions of the Notes (the “Terms and Conditions”). The Notes will be issued at 100 % of the Nominal Amount and, unless previously converted, redeemed or purchased and cancelled, will be redeemed at 100% of the Nominal Amount on maturity. Closing is expected to occur on or about 12 December 2022 (the “Issue Date”). Enersense will have the right to redeem all but not some only of the outstanding Notes at the Nominal Amount together with accrued but unpaid interest to (but excluding) the date fixed for redemption, subject to a minimum of 30 days’ and a maximum of 60 days’ prior notice: at any time on or after 10 March 2025, if the Parity Value (as defined in the Terms and Conditions) in respect of a Note exceeds EUR 130,000 on each of not less than 20 dealing days in any period of 30 consecutive dealing days ending not earlier than seven business days prior to date on which the notice of redemption is given to noteholders; or at any time, if prior to date on which the notice of redemption is given to noteholders less than 15% of the aggregate Nominal Amount of the Notes originally issued (including any Subsequent Notes, as defined in the Terms and Conditions) remains outstanding. Jussi Holopainen, President & CEO of Enersense, commented: “We are very pleased by the investor interest shown towards Enersense’s inaugural convertible bond issue, which saw strong support from new and existing investors. Based on multiple discussions with a diverse base of investors, we see clear support for continuing our journey in enabling the ongoing energy transition in Europe, and the capital raised from institutional investors in a challenging financial environment is a strong testament of the value and necessity of our work. The net proceeds from the transaction will support us in reaching the ambitious goals that we have set for ourselves, and are an important milestone in enabling our 2027 targets. I am very proud of the entire Enersense team for making this possible with the important work that we do for our customers, other stakeholders, and society at large every single day.” The Notes will become convertible into Enersense’s shares subject to a resolution by the Extraordinary General Meeting of the Company’s shareholders authorizing the Company’s Board of Directors to resolve on the issue of special rights entitling to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act (624/2006, as amended) to enable the issue of such Shares upon the exercise of conversion rights by noteholders in respect of the Notes (the “Shareholders’ Resolution”) and a subsequent resolution by the Board of Directors to decide on the issue of such special rights based on the authorization (the “Board Resolution”). The Extraordinary General Meeting is expected to take place on or about 23 December 2022. In connection with the Offering, certain shareholders of the Company, including Nidoco AB, MBÅ Invest Oy, Verman Group Oy and Ensto Invest Oy, who together represent approximately 54.95 % of Enersense’s current total number of Shares, have irrevocably agreed to vote in favour of the Shareholders’ Resolution at the Extraordinary General Meeting. If the Shareholder Resolution and the Board Resolution are not passed by the date falling 3 months after the Issue Date and the Notes have not been redeemed in accordance with the Terms and Conditions, noteholders will be entitled to exercise a cash settlement right whereby they would receive a cash amount equal to the market value of the Shares notionally underlying the Notes as detailed in the Terms and Conditions. Nordea Bank Abp is acting as the Sole Global Coordinator and Bookrunner for the Offering. Enersense International Plc Jussi Holopainen CEO Further information: Jussi Holopainen, CEO Tel: +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, Communications and Public Affairs Tel: +358 40 043 7515 Email: tommi.manninen@enersense.com DISTRIBUTION: Nasdaq Helsinki Major media www.enersense.com Important Information The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, completeness or fairness. The information in this announcement is subject to change. No action has been taken by Enersense, Nordea Bank Abp or any of their respective affiliates that would permit an offering of the Notes or the Shares (each a “Security” and together, the “Securities”) or possession or distribution of this announcement or any offering or publicity material relating to the Offering or the Securities (together, the “Offer Materials”) in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement or any other Offer Materials comes are required by the Company and Nordea Bank Abp to inform themselves about, and to observe, any such restrictions. This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions), Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or to any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, Notes to any person in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or in any other jurisdiction This announcement and any other Offer Materials are not intended as investment advice and under no circumstances are they to be used or considered as an offer to sell, or a solicitation of an offer to buy, any Security nor a recommendation to buy or sell any Security. An investment in the Securities includes a significant degree of risk. Any decision to purchase any of the Securities should only be made on the basis of an independent review by a prospective investor of the Company’s publicly available information and the Terms and Conditions of the Securities. Each person receiving this announcement, or any other Offer Materials should consult his/her professional advisers to ascertain the suitability of the Securities as an investment. Neither Nordea Bank Abp nor any of its respective affiliates accept any liability arising from the use of, or make any representation as to the accuracy or completeness of, this stock exchange release or any other Offer Materials or the Company’s publicly available information. The information contained in this announcement, or any other Offer Materials is subject to change in its entirety without notice up to the date of issue of the Notes. In connection with the Offering, Nordea Bank Abp and any of its respective affiliates may take up a portion of the Notes in the Offering and/or may acquire Shares as a principal position and in that capacity may retain, purchase, sell or offer to sell for their own accounts such Notes, Shares and other securities of the Company or its group or related investments in connection with the Offering or otherwise. Nordea Bank Abp is acting on behalf of the Company and no one else in connection with the Securities and will not be responsible to any other person for providing the protections afforded to clients of Nordea Bank Abp or for providing advice in relation to the Securities. Potential investors who are in any doubt about the contents of this announcement or any other Offer Materials should consult their stockbroker, bank manager, solicitor, accountant or other financial adviser. It should be remembered that the price of Securities and the income from them can go down as well as up. This announcement may include statements that are, or may be deemed to be, ”forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms ”believes”, ”estimates”, ”plans”, ”projects”, ”anticipates”, ”expects”, ”intends”, ”may”, ”will” or ”should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Enersense Group’s business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made. Each of the Company, Nordea Bank Abp and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. THE SECURITIES MENTIONED IN THIS DOCUMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, ABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION. THE NOTES ARE BEING OFFERED AND SOLD OUTSIDE OF THE UNITED STATES IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT. THIS ANNOUNCEMENT AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE “EEA”) AND THE UNITED KINGDOM (THE “UK”) AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (“QUALIFIED INVESTORS”). FOR THESE PURPOSES, THE EXPRESSION “PROSPECTUS REGULATION” MEANS, IN THE CASE OF THE EEA, REGULATION (EU) 2017/1129 AND, IN THE CASE OF THE UK, REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE “EUWA”). THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UK. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS, IN THE EEA, A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF MIFID II; OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS, IN THE UK, A PERSON WHO IS ONE (OR MORE) OF (I) A RETAIL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2 OF REGULATION (EU) NO 2017/565 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA OR (II) A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE “FSMA”) AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA TO IMPLEMENT DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF UK MiFIR. CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED (THE “PRIIPS REGULATION”) OR THE PRIIPS REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA (THE “UK PRIIPS REGULATION”) FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA OR THE UK HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UK MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION AND/OR THE UK PRIIPS REGULATION. IN ADDITION, IN THE UNITED KINGDOM THIS STOCK EXCHANGE RELEASE IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”) AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON IN THE UNITED KINGDOM BY PERSONS WHO ARE NOT RELEVANT PERSONS. SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED (“MIFID II”); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER, THE “MIFID II PRODUCT GOVERNANCE REQUIREMENTS”), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH ANY “MANUFACTURER” (FOR THE PURPOSES OF THE MIFID II PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE NOTES HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT: (I) THE TARGET MARKET FOR THE NOTES IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN MIFID II; AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE NOTES TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE NOTES (A “DISTRIBUTOR”) SHOULD TAKE INTO CONSIDERATION THE MANUFACTURER’S TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE NOTES (BY EITHER ADOPTING OR REFINING THE MANUFACTURER‘S TARGET MARKET ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS. THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN RELATION TO ANY OFFERING OF THE NOTES. FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE NOTES. EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE SECURITIES. NONE OF THE COMPANY OR NORDEA BANK ABP MAKE ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS. THIS ANNOUNCEMENT HAS NOT BEEN FILED WITH, OR REVIEWED BY, ANY NATIONAL OR LOCAL SECURITIES COMMISSION OR REGULATORY AUTHORITY OF THE UNITED STATES, THE UNITED KINGDOM, OR ANY OTHER JURISDICTION, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS STOCK EXCHANGE RELEASE. ANY REPRESENTATION TO THE CONTRARY MAY BE UNLAWFUL AND MAY BE A CRIMINAL OFFENCE.
Inside Information: Enersense International Plc launches Senior Unsecured conditionally Convertible Note offering of approximately EUR 20-30 million due January 2027 Enersense International Plc Inside information 1 December 2022 at 8:45 a.m. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, IN INTO OR FROM, DIRECTLY OR INDIRECTLY, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS), AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR TO ANY OTHER JURISDICTION WHERE SUCH AN ANNOUNCEMENTWOULD BE UNLAWFUL THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE TO U.S. PERSONS OR IN ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES, AUSTRALIA CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR TO ANY OTHER JURISDICTION WHERE SUCH AN ANNOUNCEMENT WOULD BE UNLAWFUL. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION. Enersense International Plc (“Enersense” or the ”Company“) announces today that it intends to make an offering (the ”Offering“) of senior unsecured conditionally convertible notes due 15 January 2027 (the ”Notes“) to selected professional investors and eligible counterparties. The Notes are proposed to be issued at an expected nominal amount of EUR 20-30 million (the ”Nominal Amount“). The net proceeds of the Offering are intended to be used for investments and general corporate purposes. The Notes are expected to carry a coupon of 6.5-7.0 % per annum, payable semi-annually in arrear in equal instalments on 15 January and 15 July in each year, commencing on 15 July 2023. The initial conversion price is expected to be set at a price per share of 7.87-8.18 euros, implying a premium of approximately 30-35 % to the arithmetic average of the volume weighted average price of Enersense’s shares (the ”Shares“), which are listed on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”), on each of the 10 dealing days prior to the launch of the Notes, representing EUR 6.0573 (the “Market Reference Price”). The conversion price will be subject to certain adjustments in the event of specified corporate events, as well as customary anti-dilution adjustments pursuant to the terms and conditions of the Notes (the “Terms and Conditions”). The Notes will be issued at 100 % of the Nominal Amount and, unless previously converted, redeemed or purchased and cancelled, will be redeemed at 100 % of the Nominal Amount on maturity. The final terms of the Offering will be announced via a separate stock exchange release, which will include confirmation of the date of closing of the transaction (the “Issue Date”). Enersense will have the right to redeem all but not only some of the outstanding Notes at the Nominal Amount together with accrued but unpaid interest to (but excluding) the date fixed for redemption, subject to a minimum of 30 days’ and a maximum of 60 days’ prior notice: at any time on or after 10 March 2025, if the Parity Value (as defined in the Terms and Conditions) in respect of a Note exceeds EUR 130,000 on each of not less than 20 dealing days in any period of 30 consecutive dealing days ending not earlier than seven business days prior to date on which the notice of redemption is given to noteholders; or at any time, if prior to date on which the notice of redemption is given to noteholders less than 15 % of the aggregate Nominal Amount of the Notes originally issued (including any Subsequent Notes, as defined in the Terms and Conditions) remains outstanding. The Notes will become convertible into Shares subject to a resolution by the Extraordinary General Meeting of the Company’s shareholders authorizing the Company’s Board of Directors to resolve on the issue of special rights entitling to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act (624/2006, as amended) to enable the issue of such Shares upon the exercise of conversion rights by noteholders in respect of the Notes (the “Shareholders’ Resolution”) and a subsequent resolution by the Board of Directors to decide on the issue of such special rights based on the authorization (the “Board Resolution”), following which the Company will issue an appropriate notice to the noteholders. A notice convening the Extraordinary General Meeting is expected to be issued shortly after the confirmation of the final terms of the Offering. In connection with the Offering, certain shareholders of the Company, including Nidoco AB, MBÅ Invest Oy, Verman Group Oy, and Ensto Invest Oy, who together represent approximately 54.95 % of Enersense’s current total number of Shares, have irrevocably agreed to vote in favour of the Shareholders’ Resolution at the Extraordinary General Meeting. If the Shareholder Resolution and the Board Resolution have not been passed on or before the date falling 3 months after the Issue Date and the Notes have not been redeemed in accordance with the Terms and Conditions, Enersense may elect to redeem the Notes at the greater of (i) 102 % of the Nominal Amount of the Notes, and (ii) 102 % of the Fair Note Value (as defined in the Terms and Conditions) of the Notes, in each case together with accrued but unpaid interest to (but excluding) the Fair Value Redemption Date (as defined in the Terms and Conditions), whereupon the Notes will be redeemed on the Fair Value Redemption Date. If the Shareholder Resolution and the Board Resolution are not passed by the date falling 3 months after the Issue Date and the Notes have not been redeemed in accordance with the Terms and Conditions, noteholders will be entitled to exercise a cash settlement right whereby they would receive a cash amount equal to the market value of the Shares notionally underlying the Notes as detailed in the Terms and Conditions. No application has been made or is currently contemplated to be made to list the Notes or admit them to trading on any market. Nordea Bank Abp is acting as the Sole Global Coordinator and Bookrunner for the Offering. Enersense International Plc Jussi Holopainen CEO Further information: Jussi Holopainen, CEO Tel: +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, Communications and Public Affairs Tel: +358 40 043 7515 Email: tommi.manninen@enersense.com DISTRIBUTION: Nasdaq Helsinki Major media www.enersense.com Important Information The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, completeness or fairness. The information in this announcement is subject to change. No action has been taken by Enersense, Nordea Bank Abp or any of their respective affiliates that would permit an offering of the Notes or the Shares (each a “Security” and together, the “Securities”) or possession or distribution of this announcement or any offering or publicity material relating to the Offering or the Securities (together, the “Offer Materials”) in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement or any other Offer Materials comes are required by the Company and Nordea Bank Abp to inform themselves about, and to observe, any such restrictions. This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions), Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or to any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, Notes to any person in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or in any other jurisdiction This announcement and any other Offer Materials are not intended as investment advice and under no circumstances are they to be used or considered as an offer to sell, or a solicitation of an offer to buy, any Security nor a recommendation to buy or sell any Security. An investment in the Securities includes a significant degree of risk. Any decision to purchase any of the Securities should only be made on the basis of an independent review by a prospective investor of the Company’s publicly available information and the Terms and Conditions of the Securities. Each person receiving this announcement, or any other Offer Materials should consult his/her professional advisers to ascertain the suitability of the Securities as an investment. Neither Nordea Bank Abp nor any of its respective affiliates accept any liability arising from the use of, or make any representation as to the accuracy or completeness of, this stock exchange release or any other Offer Materials or the Company’s publicly available information. The information contained in this announcement, or any other Offer Materials is subject to change in its entirety without notice up to the date of issue of the Notes. In connection with the Offering, Nordea Bank Abp and any of its respective affiliates may take up a portion of the Notes in the Offering and/or may acquire Shares as a principal position and in that capacity may retain, purchase, sell or offer to sell for their own accounts such Notes, Shares and other securities of the Company or its group or related investments in connection with the Offering or otherwise. Nordea Bank Abp is acting on behalf of the Company and no one else in connection with the Securities and will not be responsible to any other person for providing the protections afforded to clients of Nordea Bank Abp or for providing advice in relation to the Securities. Potential investors who are in any doubt about the contents of this announcement or any other Offer Materials should consult their stockbroker, bank manager, solicitor, accountant or other financial adviser. It should be remembered that the price of Securities and the income from them can go down as well as up. This announcement may include statements that are, or may be deemed to be, ”forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms ”believes”, ”estimates”, ”plans”, ”projects”, ”anticipates”, ”expects”, ”intends”, ”may”, ”will” or ”should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Enersense Group’s business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made. Each of the Company, Nordea Bank Abp and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. THE SECURITIES MENTIONED IN THIS DOCUMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, ABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION. THE NOTES ARE BEING OFFERED AND SOLD OUTSIDE OF THE UNITED STATES IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT. THIS ANNOUNCEMENT AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE “EEA”) AND THE UNITED KINGDOM (THE “UK”) AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (“QUALIFIED INVESTORS”). FOR THESE PURPOSES, THE EXPRESSION “PROSPECTUS REGULATION” MEANS, IN THE CASE OF THE EEA, REGULATION (EU) 2017/1129 AND, IN THE CASE OF THE UK, REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE “EUWA”). THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UK. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS, IN THE EEA, A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF MIFID II; OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS, IN THE UK, A PERSON WHO IS ONE (OR MORE) OF (I) A RETAIL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2 OF REGULATION (EU) NO 2017/565 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA OR (II) A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE “FSMA”) AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA TO IMPLEMENT DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF UK MiFIR. CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED (THE “PRIIPS REGULATION”) OR THE PRIIPS REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA (THE “UK PRIIPS REGULATION”) FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA OR THE UK HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UK MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION AND/OR THE UK PRIIPS REGULATION. IN ADDITION, IN THE UNITED KINGDOM THIS STOCK EXCHANGE RELEASE IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”) AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON IN THE UNITED KINGDOM BY PERSONS WHO ARE NOT RELEVANT PERSONS. SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED (“MIFID II”); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER, THE “MIFID II PRODUCT GOVERNANCE REQUIREMENTS”), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH ANY “MANUFACTURER” (FOR THE PURPOSES OF THE MIFID II PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE NOTES HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT: (I) THE TARGET MARKET FOR THE NOTES IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN MIFID II; AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE NOTES TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE NOTES (A “DISTRIBUTOR”) SHOULD TAKE INTO CONSIDERATION THE MANUFACTURER’S TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE NOTES (BY EITHER ADOPTING OR REFINING THE MANUFACTURER‘S TARGET MARKET ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS. THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN RELATION TO ANY OFFERING OF THE NOTES. FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE NOTES. EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE SECURITIES. NONE OF THE COMPANY OR NORDEA BANK ABP MAKE ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS. THIS ANNOUNCEMENT HAS NOT BEEN FILED WITH, OR REVIEWED BY, ANY NATIONAL OR LOCAL SECURITIES COMMISSION OR REGULATORY AUTHORITY OF THE UNITED STATES, THE UNITED KINGDOM, OR ANY OTHER JURISDICTION, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS STOCK EXCHANGE RELEASE. ANY REPRESENTATION TO THE CONTRARY MAY BE UNLAWFUL AND MAY BE A CRIMINAL OFFENCE.
Estonian Competition Authority has approved Enersense’s acquisition of Voimatel Oy’s Estonian operations Enersense International Plc Press release 18 November 2022 at 11:15 a.m. Enersense International Plc, a provider of zero-emission energy solutions, has been informed that the Estonian Competition Authority has approved Enersense’s acquisition of Voimatel Oy’s Estonian operations. The completion of the whole transaction between Enersense and Voimatel is subject also to the approval of the Finnish Competition and Consumer Authority. Enersense estimates this decision to take place in the first quarter of 2023. Enersense announced on 20 June 2022 that it had signed an agreement on acquiring the entire share capital of Voimatel Oy. The Finnish company Voimatel Oy’s business is based on the design and implementation of critical infrastructure, information, distribution, and transmission network services, as well as energy services such as solar energy, electric transport, optimisation of energy use, and energy storage services. Voimatel has three subsidiaries: OptiWatti and Datasilta in Finland and Boftel in Estonia. Voimatel group’s revenue in 2021 was EUR 133.1 million (FAS). The group employs about 1,000 employees. More information: Jussi Holopainen, CEO Tel. +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel. +358 40 043 7515 Email: tommi.manninen@enersense.com
The new shares in Enersense International Plc issued in a directed share issue arranged in connection with the acquisition of Unified Chargers Oy have been entered in the Trade Register Enersense International Plc Stock exchange release 16 November 2022 at 8:50 a.m. Enersense International Plc (“Enersense”) announced on 15 November 2022 that the Board of Directors of Enersense had decided to pay the purchase price of the acquisition of Unified Chargers Oy (“Transaction”) by issuing, in a share exchange, a total of 199,174 new Enersense shares in a directed share issue (“Share Issue”) arranged in connection with the completion of the Transaction to be subscribed by the shareholders of Unified Chargers Oy. A total of 199,174 new Enersense shares subscribed for in the Share Issue have been registered with the Trade Register today, 16 November 2022. After the registration of the new shares, the total number of shares in Enersense is 16,492,531. All shares carry equal rights. The new shares will be admitted to trading on the official list of Nasdaq Helsinki Ltd approximately as of 17 November 2022. The Share Issue has been described in Enersense’s stock exchange release on 15 November 2022. Enersense International Plc Board of Directors Further information: Jussi Holopainen, CEO Tel: +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, Communications and Public Affairs Tel: +358 40 043 7515 Email: tommi.manninen@enersense.com DISTRIBUTION: Nasdaq Helsinki Major media www.enersense.com
Enersense has signed two follow-up agreements regarding the maintenance of Enefit Connect’s electricity networks in Estonia Enersense International Plc Press release 15 November 2022 at 10:15 a.m. An Estonian subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Enersense AS, which operates in the business area of International Operations, has signed two follow-up agreements with Enefit Connect regarding the maintenance of electricity networks. Enefit Connect is a subsidiary of Eesti Energia that develops and manages various power networks, a high-speed internet network, a modern electric car charging network and a large part of Estonian street lighting. In addition, the company provides customers with energy solutions based on advanced technology. The agreements include the maintenance of electricity distribution networks, troubleshooting and connecting solar parks in Estonia’s Pärnu and Tartu-Jõgeva areas to the electricity distribution network. The work completed under these contracts employs an estimated 50 people in total. The work will begin in January 2023 and will be carried out in cooperation with Clougrupp and Terasteenused, Estonian companies specialising in electrical installations. The total value of the contracts is EUR 10.1 million, of which Enersense accounts for approximately EUR 5-6 million. The contracts will expire by the end of 2025. ”The agreements with Enefit Connect are important to us. Among other things, these 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. More information: Jussi Holopainen, CEO Tel. +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel. +358 40 043 7515 Email: tommi.manninen@enersense.com
Enersense International Plc has completed the acquisition of Unified Chargers Oy and decided on the related directed share issue Enersense International Plc Stock exchange release 15 November 2022 at 9:10 a.m. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SINGAPORE OR ANY OTHER JURISDICTION WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. FOR FURTHER INFORMATION, PLEASE SEE THE “IMPORTANT NOTICE” BELOW. Enersense International Plc (“Enersense” or “Company”) has completed the acquisition of Unified Chargers Oy announced on 20 October 2022. In the transaction, Enersense acquired the entire stock of Unified Chargers Oy. The purchase price (“Purchase Price”) of the acquisition is approximately EUR 1.2 million and it will be adjusted as agreed in the purchase agreement (“Purchase Agreement”) according to the so-called locked box method. The revenue of Unified Chargers Oy for the financial year that ended on 31 January 2022 was EUR 0.4 million and loss for the period was EUR -0.4 million. Its balance sheet total on 31 January 2022 was EUR 0.9 million. For the payment of the Purchase Price, in connection with the closing of the transaction, Enersense issued, in a directed share issue (“Share Issue”), a total of 199,174 new Enersense shares (“Consideration Shares”) in a share exchange for subscription by the shareholders (“Sellers”) of Unified Chargers Oy. The Sellers have subscribed for the issued Consideration Shares offered for subscription in the Share Issue in full, and the Board of Directors of Enersense has accepted the Sellers’ share subscriptions. The Share Issues were carried out by the decision of the Board of Directors of Enersense in deviation from the shareholders’ pre-emptive subscription right under the authorisation given by the Extraordinary General Meeting of Enersense on 10 November 2022. The Consideration Shares issued in the Share Issue were issued in order to develop the group’s business and finance the corporate transaction, so there is a weighty financial reason for the Share Issue and the deviation from the pre-emptive right of the shareholders within the meaning of the Finnish Limited Liability Companies Act. The value of a Consideration Share in the Share Issue was approximately EUR 6.05 per share and the total subscription price of the Consideration Shares EUR 1,205,000. According to the terms and conditions of the Purchase Agreement, the value of a Consideration Share corresponds to the trade volume weighted average price of the Company’s share on Nasdaq Helsinki Ltd during a period of three (3) weeks following the date of signing of the Purchase Agreement, that is, for the period from 21 October to 10 November 2022. The number of shares allocated to a single Seller as payment for the Purchase Price is calculated to one decimal place and rounded to the lowest total number of shares. According to the terms of the lock-up agreements (“Lock-up Agreement”) concerning the Consideration Shares concluded by Enersense and the Sellers in connection with the closing of the transaction, a total of 67 percent of the Consideration Shares subscribed for by each Seller in the Share Issue are subject to so-called lock-up sales restrictions (“Lock-up”). The Lock-up is lifted in stages within 24 months, as agreed in the Lock-up Agreement. After the new shares subscribed for in the Share Issue have been registered in the Trade Register, the total number of Enersense shares will be 16,492,531 shares. The number of Consideration Shares directed for subscription corresponds to approximately 1.2 percent of Enersense’s stock after the registration of the Consideration Shares. The Consideration Shares will entitle to full dividends possibly distributed by Enersense and to other distribution of assets as well as carry other shareholder rights in the company starting from when the Consideration Shares have been entered in the Trade Register and the shareholders’ register of the Company. Enersense will be requesting admission to public trading of the new shares on the official list of Nasdaq Helsinki Ltd as the same type of shares as Enersense’s current shares, after they have been registered in the Trade Register. Enersense International Plc Board of Directors Further information: Jussi Holopainen, CEO Tel: +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, Communications and Public Affairs Tel: +358 40 043 7515 Email: tommi.manninen@enersense.com Important notice This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any part of the share issue in the United States or to conduct a public offering of securities in the United States. The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction where such publication or distribution would violate applicable laws or rules or would require additional documents to be completed or registered or require any measure to be undertaken in addition to the requirements under Finnish law. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. This release does not constitute a prospectus as defined in the Prospectus Regulation and, as such, it does not constitute or form part of, and should not be construed as, an offer to sell, or a solicitation or invitation of any offer to buy, acquire or subscribe for, any securities, or an inducement to enter into investment activity in relation to any securities. No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified, does not purport to be full or complete and may be subject to change. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company and its securities, including the merits and risks involved. This release includes forward-looking statements that are based on present plans, estimates, projections, and expectations and are not guarantees of future performance. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. Investors should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied in the forward-looking statements. The Company or any of its affiliates, advisors or representatives or any other person undertakes no obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release.
Enersense has won Fingrid’s tender for the construction of the Framnäs substation Enersense International Plc Press release 11 November 2022 at 10:30 a.m. A subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Enersense PN Oy, which operates in the business area of Power, has won a contract for the construction of the Framnäs substation, located in Kirkkonummi, in Fingrid’s public procurement tendering. The value of the contract is approximately EUR 3.5 million. “The new substation at Framnäs is more important than its size for us and especially for our customers. It strengthens the grid’s connections and enables an increase in electricity consumption in the Caruna Espoo region. Microsoft is planning a data centre complex for the region whose electricity supply is ensured by the station and whose waste heat Fortum is to use as carbon-neutral district heating in Espoo. The switchgear is implemented using climate-friendly SF6-free technology, which fits well in the same theme. We have excellent experiences working with Enersense and are delighted to have them as a partner in the project,” says Daniel Kuosa, Fingrid’s Construction Manager. For Enersense, the project is a great continuum in substation projects utilising SF6-free technology to improve environmental friendliness. Enersense’s ongoing implementation in Fingrid’s Luukkala substation project utilises similar SF6-free technology. SF6 is a powerful greenhouse gas that has been used as main insulation in high-voltage switchgear units and instruments. “Enersense’s strategy is to play a key role in implementing zero-emission projects on the road towards an environmentally friendly society. It is great that we get to implement this project, which also enables us to apply new substation technology to practice,” says Joni Parkkinen, Vice President, Transmission Networks business area at Enersense. The decision shall be legal after the end of the appeal period under the Act on Public Procurement and Concession Contracts. More information: Jussi Holopainen, CEO Tel. +358 44 517 4543 Email: jussi.holopainen@enersense.com Joni Parkkinen, Vice President, Transmission Networks, Power Tel. +358 50 537 5837 Email: joni.parkkinen@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel. +358 40 043 7515 Email: tommi.manninen@enersense.com
Resolutions of the Extraordinary General Meeting of Enersense International Plc held on 10 November 2022 Enersense International Plc Stock exchange release 10 November 2022 at 2:05 p.m. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SINGAPORE OR ANY OTHER JURISDICTION WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. FOR FURTHER INFORMATION, PLEASE SEE THE “IMPORTANT NOTICE” BELOW. Resolutions related to the merger between Enersense International Plc and MBÅ Invest Oy and information on the approval of the merger by the shareholders of MBÅ Invest Oy 1.1 Approval of the merger The Extraordinary General Meeting of Enersense International Plc (“Enersense” or “Company”), held on 10 November 2022, resolved to approve MBÅ Invest Oy’s absorption merger in accordance with the merger plan (“Merger Plan”) registered in the Trade Register of the Finnish Patent and Registration Office on 23 September 2022 without amendments. As a result of the merger, all of MBÅ Invest Oy’s assets and liabilities will transfer to Enersense without liquidation proceedings and MBÅ Invest Oy will be dissolved (“Merger”). MBÅ Invest Oy’s shareholders will receive as merger consideration Enersense’s new shares in proportion to their existing shareholding. The Merger as a whole and the share issues to be given as merger consideration are conditional and will enter into effect upon registration of the completion of the Merger. The planned effective date of the Merger is 1 April 2023. The effective date may change as presented in the Merger Plan. 1.2 Issuing Enersense’s new shares to MBÅ Invest Oy’s shareholders as merger consideration The Extraordinary General Meeting resolved to issue Enersense International Plc’s new shares to the shareholders of MBÅ Invest Oy as merger consideration in accordance with the Merger Plan so that the total number of the Company’s new shares received by the shareholders of MBÅ Invest Oy as merger consideration under the Merger Plan is adjusted to match the total number of the Company’s shares owned by MBÅ Invest Oy on the effective date of the Merger (“Total Amount of Merger Consideration“), however, such that the number of the Company’s new shares to be issued as merger consideration may be a maximum of 2,253,072. The distribution of the Total Amount of Merger Consideration among the shareholders of MBÅ Invest Oy (separately “Shareholder” and jointly “Shareholders”) is based on MBÅ Invest Oy’s ownership interest at the end of the day preceding the effective date of the Merger. As merger consideration, MBÅ Invest Oy’s Shareholders will receive, of the Total Amount of Merger Consideration, an amount of the Company’s new shares that corresponds to the Shareholder’s ownership interest in MBÅ Invest Oy at the end of the day preceding the Merger’s effective date (“Merger Consideration”). If the number of Company shares received by a Shareholder as Merger Consideration (for each book-entry account) is a fraction, the number of new Company shares to be given as Merger Consideration will be rounded down to the nearest whole share. Sales of the Company’s shares by MBÅ Invest Oy before the completion of the Merger reduce the Total Amount of Merger Consideration by the same number of shares as MBÅ Invest Oy has sold the Company’s shares. 1.3 MBÅ Invest Oy’s Shareholders approved MBÅ Invest Oy’s merger with Enersense on 10 November 2022 MBÅ Invest Oy has notified Enersense that the Shareholders of MBÅ Invest Oy have, on 2 November 2022, approved by a unanimous resolution of the Shareholders the Merger of MBÅ Invest Oy with Enersense in accordance with the Merger Plan, without amendments, including the Merger Consideration given in connection with the Merger. Authorising the Board of Directors to decide on a share issue and on granting option rights and other special rights entitling to shares The Extraordinary General Meeting authorised, on the proposal of the Board of Directors, the Board of Directors to decide on a paid share issue and option rights and other special rights entitling to shares as referred to in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act, or on the combination of all or some of the aforementioned in one or more tranches on the following terms and conditions: A maximum of 500,000 of the Company’s new and/or existing shares held by the Company (including shares to be issued based on special rights) can be issued based on the authorisation, the amount of which corresponds approximately to 3.1 per cent of all the Company’s shares on the date of the notice to the General Meeting. Within the limits of the foregoing authorisation, the Board of Directors is given the right to decide on all the conditions for issuing shares and granting option rights and other special rights entitling to shares. The Board of Directors is authorised to resolve on the recording of the subscription price either as a share capital increase or fully or partly in the reserve for invested unrestricted equity. A share issue and the issue of special rights entitling to shares can also take place as a directed issue in deviation from the shareholder’s pre-emptive right if the Company has a weighty financial reason for this under the Companies Act (directed issue). In that case, the authorisation can be used to finance M&As or other investments that are part of the Company’s business, to maintain and increase the Group’s solvency, to implement an incentive scheme, and to expand the ownership base and develop the capital structure. The authorisation does not annul previous unused authorisations regarding the issue of shares, option rights and special rights entitling to shares. The authorisation is in effect until the end of next Annual General Meeting, however, until no later than 30 June 2023. Amendment of Article 7 of the Articles of Association The Extraordinary General Meeting resolved, in accordance with the proposal of the Board of Directors, to amend Article 7 of the Articles of Association to read as follows: “Notice of a General Meeting shall be published on the company’s website no earlier than three (3) months and no later than three (3) weeks before the General Meeting, however, always at least nine (9) days before the record date of the General Meeting. To participate in the General Meeting, shareholders must register their attendance with the company before the end of the registration period indicated in the notice of the meeting. The registration period may be set to expire no earlier than ten (10) days before the meeting, and it may not be set to expire on a Sunday, Saturday, Midsummer’s Eve, New Year’s Eve or any other public holiday. The General Meeting may be held in the company’s place of domicile or at any other location in Finland determined by the Board of Directors. The Board of Directors may decide that participation in the General Meeting is also permitted such that a shareholder exercises their decision-making power using a remote connection and technical means before or during the General Meeting. The Board of Directors may also decide to arrange a General Meeting without a physical venue such that the Shareholders exercise their full decision-making powers in real time using a remote connection and technical means during the Meeting.” Minutes of the Extraordinary General Meeting The Minutes of the Extraordinary General Meeting will be available for viewing on the Company’s website at the address https://enersense.com/investors at the latest on 11 November 2022. Pori on 10 November 2022 Enersense International Plc Board of Directors Further information: Sami Takila, General Counsel Tel: +358 40 194 7034 sami.takila@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel: +358 40 043 7515 Email: tommi.manninen@enersense.com Distribution: Nasdaq Helsinki Major Media www.enersense.com Important notice This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any part of the share issue in the United States or to conduct a public offering of securities in the United States. The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction where such publication or distribution would violate applicable laws or rules or would require additional documents to be completed or registered or require any measure to be undertaken in addition to the requirements under Finnish law. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. This release does not constitute a prospectus as defined in the Prospectus Regulation and, as such, it does not constitute or form part of, and should not be construed as, an offer to sell, or a solicitation or invitation of any offer to buy, acquire or subscribe for, any securities, or an inducement to enter into investment activity in relation to any securities. No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified, does not purport to be full or complete and may be subject to change. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its securities and the merger, including the merits and risks involved. This release includes forward-looking statements that are based on present plans, estimates, projections, and expectations and are not guarantees of future performance. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. Investors should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied in the forward-looking statements. The Company or any of its affiliates, advisors or representatives or any other person undertakes no obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release. Further, there can be no certainty that the transaction will be completed in the manner and timeframe described in this release, or at all.
The Board of Directors of Enersense International Plc has decided on the payment of the second instalment of the dividend based on the authorisation granted by the Annual General Meeting Enersense International Plc Stock exchange release 31 October 2022 at 11:35 a.m. Enersense International Plc’s Board of Directors has decided on the record date and payment date for the dividend’s second instalment of EUR 0.05 for the financial year 2021 authorised by Annual General Meeting on 4 April 2022. Based on the Board of Directors’ decision, the second instalment of the dividend, EUR 0.05 per share, will be paid to the shareholders who are registered in the shareholders’ register maintained by Euroclear Finland Oy on the dividend record date of 1 November 2022. The payment date for the second instalment is on 8 November 2022. The Annual General Meeting resolved that based on the balance sheet adopted for the financial period 1 January 2021 to 31 December 2021, a dividend of EUR 0.10 per share shall be paid from the distributable funds of the Company for the total amount of EUR 1,599,606.00, calculated on the basis of the outstanding shares on the date of the notice convening the Annual General Meeting. The dividend was decided to be paid in two instalments. The first instalment, EUR 0.05 per share was paid on 6 May, 2022. Enersense International Plc Jussi Holopainen President and CEO Additional information: Jussi Holopainen, President and CEO Tel: +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel: +358 40 043 7515 Email: tommi.manninen@enersense.com Distribution: Nasdaq Helsinki Major Media www.enersense.com
Enersense International Plc’s January-September 2022 Business Review: Order backlog grew significantly Enersense International Plc Stock Exchange Release October 28, 2022 at 12:00 p.m. This release is a summary of Enersense International Plc’s January-September 2022 Business Review. The company complies with the semiannual reporting in accordance with the Finnish Securities Markets Act and discloses business reviews for the first three and first nine months of the year, which present key information regarding the company’s financial position and development. The financial information presented in the business review is unaudited. The complete report is attached to this release as a pdf file. It is also available on the company’s website at www.enersense.com/investors. JULY–SEPTEMBER 2022 • Revenue was EUR 64.4 (58.3) million, showing an increase of 10.5%. • EBITDA was EUR 4.0 (2.9) million. The EBITDA margin was 6.3% (5.1) • Adjusted EBITDA was EUR 4.3 (4.4) million, or 6.6% (7.5) of revenue. • The operating profit was EUR 1.9 (0.4) million. The profit margin was 3.0% (0.7). • Undiluted earnings per share were EUR 0.07 (0.01). JANUARY–SEPTEMBER 2022 • Revenue was EUR 178.0 (173.2) million, showing an increase of 2.8 %. • EBITDA was EUR 8.8 (10.5) million. The EBITDA margin was 5.0% (6.0). • Adjusted EBITDA was EUR 9.3 (11.7) million, or 5.2% (6.8) of revenue. • The operating profit was EUR 2.4 million (2.8). The profit margin was 1.3% (1.6). • Undiluted earnings per share were EUR -0.11 (0.07). • The order backlog stood at EUR 385 million (272) at the end of September. • On 31 August 2022, Enersense announced an extensive strategic cooperation agreement (4 + 2 + 2 years) with Helen Oy on operation and maintenance tasks. The maximum amount of the acquisition, including the options, is EUR 200 million, of which EUR 100 million has been recognised in the order book for the third quarter. • On 23 September 2022, Enersense announced that it had signed a business combination agreement with MBÅ Invest Oy, its second largest shareholder. Based on the agreement, MBÅ Invest will merge with Enersense. After the review period: • On 11 October 2022, Enersense announced that the Finnish Competition and Consumer Authority had approved a business transfer through which certain operation and maintenance services of Helen Oy will be transferred to Enersense. • On 20 October 2022, Enersense announced that it had further specified the focus areas of its growth strategy and would focus on zero-emission transport alongside onshore and offshore wind power and solar energy. This supports the company’s long-term financial targets, which remain unchanged. GUIDANCE FOR THE 2022 FINANCIAL PERIOD Enersense reiterates its earlier financial guidance: According to the company’s financial guidance, revenue is expected to be in the range of EUR 245–265 million and adjusted EBITDA EUR 6–12 million in 2022. Key figures President and CEO Jussi Holopainen: “After the challenging first part of the year, we are pleased to announce that in July–September almost all our segments improved their EBITDA, and the Group’s operating profit improved from the comparison period and the second quarter of 2022. Our order backlog and the company’s cash situation improved as well. Enersense’s revenue in January–September grew to EUR 178 (173) million, which represents an increase of 2.8% year-on-year. Revenue increased in all segments except Smart Industry, where volumes have decreased following the completion of the Olkiluoto 3 project. Due to a weak first half of the year, EBITDA in the review period was below the previous year’s level. EBITDA decreased by 15.4% and was EUR 8.8 million (10.5). In these exceptional times, we have every reason to be satisfied with our overall performance. We succeeded in the pricing and implementation of several projects. With the inflation rate rising rapidly, we also succeeded in negotiating increases to the prices of materials with many customers for existing and new contracts. Despite the challenging operating environment, our order backlog has developed steadily during the year. In the third quarter, our order backlog grew significantly and stood at EUR 385 (272) million at the end of September. In our Smart Industry segment, we have worked hard during 2022, building a foundation for future growth. Examples of this work include the ramp-up of Enersense Offshore and an agreement on outfitting work for two new ferries at the Rauma shipyard for TT-Line Company. An extensive strategic cooperation agreement with the energy company Helen on operation and maintenance tasks related to plants and networks was recorded in the Smart Industry segment’s order backlog in the third quarter. The strategic goal of both Enersense and Helen is to play a key role in the green transition, and this agreement enables us to contribute to Helen’s vision of achieving carbon neutrality by 2030. It is also our pleasure to welcome the operation and maintenance professionals who are transferring from Helen to Enersense! After the end of the review period, we announced that we had further specified the focus areas of our growth strategy by focusing on zero-emission transport alongside onshore and offshore wind power and solar energy. In this area, we are seeking new business in charging solutions for electric transport, for example. In the zero-emission transport sector, our goal is to expand our role in the value chain from being an installation and service partner for companies that provide charging equipment solutions to becoming a manufacturer of charging devices, which we believe holds significant growth potential for us. We also announced that we had signed an agreement to acquire Unified Chargers Oy, a Finnish growth company manufacturing fast charging stations and high-power charging stations for electric cars. When the corporate arrangement is implemented, Enersense will be able to offer a complete range of advanced and customisable charging solutions for public sites and the needs of heavy transport, as well as smart services for charging station operations. We are also determined to pursue our goal of energy production of our own, which involves building 600 MW of capacity for onshore wind power and 100 MW for solar power by 2027. Our subsidiary Megatuuli Oy plays a key role in achieving our goal for onshore wind power. Its current onshore wind power project portfolio (3,000 MW) enables the development of our own energy production. Megatuuli has projects in the feasibility study phase (2,000 MW) and in the permit, land use and EIA phase (1,000 MW). We will begin to report on the development of this project portfolio as part of our half-yearly reporting for the first and second half of each year. The core of our growth strategy consists of seeking new business in onshore and offshore wind power, solar energy and zero-emission transport. However, the cost-efficiency of our basic business operations and profitable growth are, at least, equally important for us. I am very pleased with how we have succeeded in developing our operations continuously and systematically towards best practices in all sectors. It is great to see how our new operating methods have already proved to be broadly successful, and our internal development work towards our common goals continues in cooperation with our highly competent personnel. In September, we announced a business combination agreement through which MBÅ Invest, our second largest shareholder, will merge with Enersense. An extraordinary general meeting convened by Enersense’s Board of Directors will be held on 10 November 2022 to discuss decisions related to the merger of Enersense International Plc and MBÅ Invest Oy, among other matters. The purpose of the merger is to increase the transparency and equality of the ownership and governance, and simplify the ownership structure of Enersense. The transaction will bring MBÅ Invest’s holding better to the fore and make the executives’ true ownership in the company transparent. The transaction will also increase the management’s commitment through long-term transfer restrictions on shares. The elimination of indirect ownership is also aimed at improving the liquidity of Enersense shares.” Pori 28 October 2022 Enersense International Plc Board of Directors Additional information: Jussi Holopainen, President and CEO Tel: +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel: +358 40 043 7515 Email: tommi.manninen@enersense.com Distribution: Nasdaq Helsinki Major Media www.enersense.com enersense_business_review_q3_2022
Enersense acquires Unified Chargers, a manufacturer of fast charging stations for electric vehicles – the goal is to become a key enabler of zero-emission transport Enersense International Plc Press release, Oct 20, 2022 at 11:45 am Enersense International Plc, a provider of zero-emission energy solutions, has signed an agreement on the acquisition of Unified Chargers Oy, a Finnish manufacturer of fast and high-power charging stations for electric vehicles. Unified Chargers offers advanced and customisable charging solutions for public locations and for the needs of heavy transport, as well as smart services for charging station operations. The acquisition strengthens Enersense’s position as a provider of charging solutions. The acquisition is expected to be completed in November 2022. “Alongside passenger cars, heavy transport is going electric at a rapid pace, and we want to do our part in broadly enabling zero-emission mobility and logistics. Various vehicle professionals, that can see and understand how mobility will develop in the future and what this development requires, have already selected Unified Chargers as their partner. We want to provide our partners with most extensive expertise possible in the rapid development of electric transport through the best products and services and develop our operations with more diverse services. We warmly welcome Unified Chargers to join Enersense”, says Juha Silvola, Executive Vice President of the Power segment at Enersense. Enersense already has a strong history of being an installation and maintenance partner for providers of various charging equipment solutions, and these operations will continue as before. Enersense provides charging solutions for companies and housing companies as a comprehensive service, ranging from initial investigations to the installation, deployment and maintenance of charging systems. To enhance electric transport, Enersense has also made an investment in Parkkisähkö Oy, a provider of charging systems for housing companies, companies and public locations. Through their strategic partnership, Enersense holds ten per cent of Parkkisähkö. “We want to be closely involved in enhanding electric transport and become a key player in electric mobility markets. The markets are already growing rapidly, while the sector is still trying to find its way, and we consider it important to be part of several projects and engage in cooperation with various parties operating in the sector. As a result, we can quickly learn and adopt best practices and agilely provide best possible services. The developing markets offer an enormous potential and opportunities for growth, and I believe that together we can meet the expectations we have for electric transport,” says Enersense CEO Jussi Holopainen. More information: Jussi Holopainen, CEO Tel. +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel. +358 40 043 7515 Email: tommi.manninen@enersense.com
Enersense specifies the focus areas of its growth strategy and elevates zero-emission transport into equal position with onshore and offshore wind power and solar energy – financial targets unchanged Enersense International Plc Stock exchange release, Oct 20, 2022 at 11:40 am The strategic goal of Enersense International Plc, a provider of zero-emission energy solutions, is intact: the company’s goal is to grow from a broad-based service company in the energy sector to a producer of clean energy and a key green energy company. In connection with its annual strategy process, Enersense has specified the focus areas of its growth strategy and elevates zero-emission transport into equal position with onshore and offshore wind power as well as solar energy. In zero-emission transport, new business is sought from electric vehicle charging solutions and clean fuels. In offshore wind power, the growth is sought from wind turbine foundations, in particular, and in solar energy from project development, construction and own energy generation. The specified focus of the strategy supports the company’s long-term financial targets that remain unchanged. Enersense’s goal within the focus area of zero-emission transport is the expand in the value chain from an installation and maintenance partner for providers of various charging equipment solutions to charging equipment producer, where the company see substantial growth potential. The company already has a strategic partnership with an investment of 10 per cent in Parkkisähkö Oy, a provider of charging systems for housing companies, companies, and public locations. Enersense has also a partial ownership in P2X Solutions through which Enersense in enhancing the reduction of emissions in heavy transport using hydrogen and synthetic fuels and enabling the storage of electricity through green hydrogen. Enersense has started strengthening its footprint in the electric vehicle charging solutions value chain by signing an agreement on the acquisition of Unified Chargers Oy, a Finnish start-up who manufactures fast and high-power charging stations for electric vehicles. The revenue of Unified Chargers during the previous financial period was EUR 0.4 million showing an increase of 87 per cent year-on-year. Its loss for the period was EUR -0.4 million. The purchase price is EUR 1.2 million and it will be paid in full by means of new Enersense shares to be issued. The share transaction is conditional on the Extraordinary General Meeting of Enersense, convened to be held on 10 November 2022, authorising Enersense’s Board of Directors to decide on a directed share issue related to the share transaction. The transaction is expected to be completed during November 2022 and after that Enersense will be able to offer advanced and customisable charging solutions for public locations and for the needs of heavy transport, as well as smart services for charging station operation. “The significant additional generation of renewable energy will enable zero-emission transport through electrification and clean fuels. By lifting expansion in the charging infrastructure value chain as one of the focus areas of our growth strategy we will be more closely engaged in this development and as the implementation of our strategy moves forward, we will be able to respond more comprehensively to the growing demand in the market. In addition to this, we consider hydrogen to play a significant role in the green transition, both in storing electricity and enabling zero-emission heavy transport,” says CEO Jussi Holopainen. ENERSENSE INTERNATIONAL PLC Jussi Holopainen President and CEO More information: Jussi Holopainen, CEO Tel. +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel. +358 40 043 7515 Email: tommi.manninen@enersense.com Distribution: Nasdaq Helsinki Major media www.enersense.com
Enersense has been chosen as the main contractor for Fingrid’s power line project in the Oulu region Enersense International Plc Press release 17 October 2022 at 4:00 p.m A subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Enersense PN Oy, which operates in the business area of Power, has won a contract for a power line project in the Oulu region in Fingrid’s public procurement tendering. In the project located in the Oulu and Yli-Ii region, an aged 110kV power line will be partially replaced by a new power line and extensive power line arrangements will be carried out at the substation. The project will improve transmission capacity in the Sea Lapland region and enable the connection of wind power to the grid. Preparations for the project begin immediately and the project will employ Enersense for an estimated period of over two years. The value of the contract is approximately EUR 7 million. “The project is a good continuum for the cooperation of Fingrid and Enersense after the completion of the newly introduced Metsälinja and Pyhänselkä power line arrangements. Based on these experiences and despite the challenging global situation, we expect a steady and reliable performance from a familiar contractor,” says Construction Manager Keijo Välimaa from Fingrid. “The project is significant for Enersense and supports our goals of building a carbon-neutral society together with our customers,” says Joni Parkkinen, Vice President, Power’s Transmission Networks business area at Enersense. The decision is legal. More information: Jussi Holopainen, CEO Tel. +358 44 517 4543 Email: jussi.holopainen@enersense.com Joni Parkkinen, Vice President, Transmission Networks, Power Tel. +358 50 537 5837 Email: joni.parkkinen@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel. +358 40 043 7515 Email: tommi.manninen@enersense.com
Inderes has published an extensive company report on Enersense Enersense International Plc Press Release Oct 13, 2022 at 11:05 a.m. Inderes has today published a new extensive report on Enersense. In connection with this the analyst at Inderes who follows Enersense has changed and Mr Aapeli Pursimo will be in charge of following Enersense. Inderes’s analyses are available at www.inderes.fi. More information: Jussi Holopainen, CEO Tel. +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel. +358 40 043 7515 E-mail: tommi.manninen@enersense.com
Competition Authority has approved business transfer in connection with strategic cooperation regarding operation and maintenance tasks between Enersense and Helen Enersense International Plc Insider information Oct 11, 2022 at 5:00 p.m. The Finnish Competition and Consumer Authority (FCCA) has today approved the business transfer according to which Helen Oy’s certain operation and maintenance services are transferred to Enersense. As part of the transaction, it has been agreed that in the future Helen Oy will purchase these services from Enersense IN Oy, which is part of Enersense International Plc’s business area Smart Industry. The agreement is expected to enter into force on 1 November 2022. Enersense International Plc, a provider of zero-emission energy solutions, announced on 31 August 2022 that it had agreed with Helen Oy, an energy company, on a business transaction which includes extensive strategic cooperation regarding operation and maintenance tasks for plants and networks. The agreement followed a competitive tendering in accordance with the Finnish Act on public contracts and concessions of entities operating in the water, energy, transport and postal services sectors. The duration of the agreement is at least four years, after which it is possible to continue the cooperation with two two-year options. The maximum value of the procurement during the agreement period with the options is EUR 200 million. ENERSENSE INTERNATIONAL PLC Jussi Holopainen President and CEO More information: Jussi Holopainen, CEO Tel. +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel. +358 40 043 7515 Email: tommi.manninen@enersense.com DISTRIBUTION Nasdaq Helsinki Major media www.enersense.com
Enersense International Plc´s financial reporting and Annual General Meeting in 2023 Enersense International Plc Stock Exchange Release Oct 6, 2022 at 2:55 p.m. Enersense International Plc´s Financial Statements Bulletin for the year 2022 will be published on Monday 27 February 2023. Financial Statements and Board of Directors’ Report for 2022 will be published during week 10. In addition, Enersense will publish two Business Reviews and a Half-year Financial Report in 2023: January-March on Friday 28 April 2023. January-June on Thursday 3 August 2023. January-September on Friday 27 October 2023. Enersense International Plc´s Annual General Meeting 2023 is planned to be held on Tuesday 4 April 2023. Enersense’s Board of Directors will summon the Annual General Meeting at a later date. A shareholder who wishes to include a matter on the agenda of the Annual General Meeting should submit such request by 15 February 2023 to Enersense International Plc/Legal, Konepajanranta 2, 28100 Pori or by e-mail to yhtiokokous@enersense.com. Enersense International Plc Jussi Holopainen President and CEO For more information, please contact: Jussi Holopainen, CEO Telephone: +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, Senior Vice President, Communications and Public Affairs Telephone: +358 40 043 7515 Email: tommi.manninen@enersense.com
Enersense and Latvian transmission system operator AST sign agreement as part of Baltic power system synchronisation project to increase energy self-sufficiency in Latvia Enersense International Plc Press release Oct 5, 2022 at 2:30 p.m. Enersense SIA, a subsidiary of Enersense International Plc, a provider of zero emission energy solutions and the Latvian transmission system operator AS Augstsprieguma tīkls (AST) have signed a new contract for the installation of synchronisation and inertial equipment in the electricity system at three different sites in Latvia. The assignment will be carried out in a consortium between Enersense and an international energy company. Enersense’s share of the contract is more than €15 million and it will be included in the fourth quarter 2022 order book of Enersense’s International Operations. The Baltic countries are to be connected to the European grid by the end of 2025. The project to synchronise the Baltic and European electricity transmission systems will involve the installation of three synchronous condenser stations in Latvia. Each station will provide at least 1900MWs of inertial power. The consortium’s energy company will manufacture the main equipment and transport it to the sites. Enersense’s tasks include the design and construction of the synchronous condenser stations, the construction of the access roads, the supply of materials and the installation work. “We are very pleased with the new agreement, which further deepens our partnership with AST and will enable us to strengthen energy self-sufficiency in the Baltics. The agreement is a significant package for Enersense SIA’s business and will strengthen Enersense’s order book until mid-2025.” says Girts Galzons, Chief Operating Officer of Enersense SIA. More information: Jussi Holopainen, CEO Tel. +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel. +358 40 043 7515 E-mail: tommi.manninen@enersense.com
SEB’s analyst to start analysis on Enersense – first extensive company report published today Ensersense International Plc Press Release Sep 29, 2022 at 9.20 a.m. The analyst base for Enersense International Plc, a provider of zero-emission energy solutions, will be broadened as SEB and their analyst Mr Anssi Raussi will start following the company. SEB’s first extensive company report on Enersense has been published today. SEB’s analyses are available at www.sebgroup.com. “The Green Transition is moving on fast and there are multiple opportunities in the energy transition both in the long and short term. It is important that both existing and new investors are provided with relevant and unbiased information by multiple equity analysis to support their decision making. It is in our interest to promote this dialog and transparency as well as we can”, says Jussi Holopainen, CEO, Enersense. Analysts at SEB, Inderes and Evli Research are currently producing analysis on Enersense. More information: Jussi Holopainen, CEO Tel. +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel. +358 40 043 7515 E-mail: tommi.manninen@enersense.com
Notice to the Extraordinary General Meeting of Enersense International Plc Enersense International Plc Stock Exchange Release, 26 September 2022 at 7:30 p.m. Notice is given to the shareholders of Enersense International Plc (“Enersense” or “the Company”) to the Extraordinary General Meeting (“General Meeting”) to be held on Thursday 10 November 2022 at 13:00 p.m. (EET) at the restaurant Mekani at Konepajanranta 2 B, 28100 Pori, Finland. The reception of persons who have registered for the meeting, the distribution of voting tickets and coffee service before the meeting will commence at 12:00 noon. A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING At the General Meeting, the following matters will be considered: Opening of the meeting Calling the meeting to order Election of persons to scrutinize the minutes and to supervise the counting of votes Recording the legality of the meeting Recording the attendance at the meeting and adoption of the list of votes Resolutions regarding the merger of Enersense International Plc and MBÅ Invest Oy On 23 September 2022, Enersense announced the merger of Enersense’s and MBÅ Invest Oy’s businesses through an absorption merger as referred to in the Limited Liability Companies Act (624/2006, as amended, “Companies Act”), in accordance with which MBÅ Invest Oy will merge with Enersense. As a result of the merger, all of MBÅ Invest Oy’s assets and liabilities will transfer to Enersense without liquidation proceedings and MBÅ Invest Oy will be dissolved (“Merger”). MBÅ Invest Oy’s shareholders will receive as merger consideration Enersense’s new shares in proportion to their existing shareholdings. The Merger will clarify Enersense’s ownership structure and enhance, in particular, the transparency of the share ownership of the Company’s executives. As part of the Merger, the number of Company shares held by MBÅ Invest Oy will be distributed as merger consideration to MBÅ Invest Oy’s shareholders; this is expected to increase the liquidity of the Enersense share and make the determination of its price more reliable. In addition, the Merger aims to engage Enersense’s key personnel who are MBÅ Invest Oy’s shareholders. All advisory costs related to the Merger shall be borne by MBÅ Invest Oy. In order to complete the Merger, Enersense’s Board of Directors proposes to the Extraordinary General Meeting that it (i) resolve on MBÅ Invest Oy’s absorption merger into the Company in accordance with the merger plan (“Merger Plan”), dated 23 September 2022 and entered in the Trade Register thereafter on 23 September 2022, that was approved by the boards of Enersense and MBÅ Invest Oy and (ii) as part of the approval of the Merger, but contingent upon the completion of the Merger, approve the issue of Enersense’s new shares as merger consideration to the shareholders of MBÅ Invest Oy in accordance with the proposal included in the Merger Plan. The following proposals of Enersense’s Board of Directors presented in section 6.1 form a single entity, the approval of all items of which shall be decided by a single resolution. The General Meeting can only accept or reject proposals according to the Merger Plan, but not change them. The Merger as a whole and share issues to be given as merger consideration are conditional and enter into effect upon registration of the completion of the Merger. The Merger’s planned effective date is 1 April 2023. The effective date may change as presented in the Merger Plan. 6.1 Resolution on a merger According to the Merger Plan, MBÅ Invest Oy will merge with the Company through an absorption merger such that all MBÅ Invest Oy’s assets and liabilities will transfer to Enersense without liquidation proceedings as described in more detail in the Merger Plan. The Board of Directors of Enersense proposes that the Extraordinary General Meeting resolve on MBÅ Invest Oy’s merger into the Company in accordance with the Merger Plan. The total number of the Company’s new shares received by the shareholders of MBÅ Invest Oy as merger consideration under the Merger Plan will be adjusted to match the total number of Company shares owned by MBÅ Invest on the Merger’s effective date (the “Total Amount of Merger Consideration”), however, such that the number of new Company shares to be issued as merger consideration may be a maximum of 2,253,072, which equals the number of Company shares owned by MBÅ Invest Oy on the date of the signing of the Merger Plan. The distribution of the Total Amount of Merger Consideration among MBÅ Invest Oy’s shareholders (separately “Shareholder” and jointly “Shareholders”) is based on MBÅ Invest Oy’s ownership interest at the end of the day preceding the Merger’s Effective Date. As merger consideration, MBÅ Invest Oy’s Shareholders will receive, of the Total Amount of Merger Consideration, an amount of the Company’s new shares that corresponds to the Shareholder’s ownership interest in MBÅ Invest Oy at the end of the day preceding the Merger’s Effective Date (“Merger Consideration”). If the number of Company shares received by the Shareholder as Merger Consideration (for each book-entry account) is a fraction, the number of new Company shares to be given as Merger Consideration will be rounded down to the nearest whole share. Sales of the Company’s shares by MBÅ Invest Oy before the completion of the Merger reduce the Total Amount of Merger Consideration by the same number of shares as MBÅ Invest Oy has sold the Company’s shares, and on the effective date, MBÅ Invest Oy is a net debt-free company. Authorisation given to the board of directors to resolve on share issues and on the issue of option rights and other special rights entitling to shares The Board of Directors proposes to the General Meeting that the General Meeting authorise the Board to resolve on a share issue against payment and on the issue of option rights and other special rights entitling to shares as referred to in Chapter 10, Section 1, of the Companies Act, or on combinations of all or some of the aforementioned in one or more instalments under the following conditions: A maximum of 500,000 of the Company’s new and/or existing shares held by the Company (including shares to be issued based on special rights) can be issued based on the authorisation, the amount of which corresponds approximately to 3.1 per cent of all the Company’s shares on the date of the notice to the Annual General Meeting. The Board of Directors is given the right to decide, within the limits of the aforementioned authorisation, all the conditions for issuing shares and granting option rights and other special rights entitling to shares. The Board of Directors is authorised to resolve on the recording of the subscription price either as a share capital increase or fully or partially in the reserve for invested unrestricted equity. A share issue and the issue of special rights entitling to shares can also take place as a directed issue in deviation from the shareholder’s pre-emptive right if there is a weighty financial reason for this under the Companies Act (directed issue). In this case, the authorisation can be used to finance M&As or other investments that are part of the Company’s business, to maintain and increase the Group’s solvency, to implement an incentive scheme, and to expand the ownership base and develop the capital structure. The authorisation does not annul previous unused authorisations regarding the issue of shares, option rights and special rights entitling to shares. The authorisation is in effect until the end of next Annual General Meeting, however, until no later than 30 June 2023. Amendment of Section 7 of the Articles of Association with respect to general meetings of shareholders arrangements The Board of Directors proposes that an addition be made to the Articles of Association concerning participation in a General Meeting by means of a remote connection or completely without a physical meeting place. The addition concerning the change would be made to Section 7 of the Articles of Association. The Board of Directors proposes that Section 7 of the Articles of Association be amended to read as follows: “Notice of the Annual General Meeting (AGM) must be published on the company’s website no earlier than three (3) months and no later than three (3) weeks before the AGM, but always at least nine (9) days before the record date. To participate in the AGM, shareholders must register with the company before the end of the registration period indicated in the notice of the meeting. The registration period can be set to expire no earlier than ten (10) days before the meeting, and it cannot be set to expire on a Sunday, Saturday, Midsummer’s Eve, New Year’s Eve or any other public holiday. The AGM can be held in the company’s place of domicile or other Finnish location determined by the Board of Directors. The Board of Directors can decide that participation in the AGM is also permitted such that a shareholder exercises their decision-making power using a remote connection and technical means before or during the General Meeting. The Board of Directors may also decide to arrange a General Meeting without a physical venue such that the shareholders exercise their full decision-making powers in real time using a remote connection and technical means during the meeting.” Closing of the meeting B. DOCUMENTS RELATED TO THE GENERAL MEETING The Merger Plan and all resolution proposals on the agenda of the General Meeting, as well as this notice, are available on the Company’s website at www.enersense.com/investors/governance/general-meeting/. Other documents that are required, under the Companies Act, to be available to shareholders will be available on the aforementioned website at the latest as of 26 September 2022. The resolution proposals and other documents mentioned above will also be made available at the General Meeting. A copy of the Notice to the Extraordinary General Meeting will be sent to shareholders upon request. The minutes of the General Meeting will be available on the Company’s website at the latest as of 17 November 2022. C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING Shareholders entered in the shareholder register Each shareholder who is, on Monday 31 October 2022, registered in the Company’s shareholder register maintained 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 Company’s shareholder register. A shareholder who is registered in the Company’s shareholder register and who wishes to participate in the General Meeting must register for the General Meeting at the latest by 7 November 2022 at 4:00 p.m. (EET), by which time the registration must be received. Registration for the General Meeting takes place: Through the company’s website www.enersense.com/investors/governance/general-meeting Registration by natural persons requires strong electronic authentication. A natural person logging in to the service via the Company’s website will be directed to an electronic authentication page. Thereafter, the shareholder can register for the General Meeting or authorise a proxy representative in one session. Strong electronic authentication takes place using banking codes or a Mobile ID. For legal persons, strong electronic authentication is not required. However, shareholders that are legal persons must provide their book-entry account number, Business ID and other required information. If a legal person uses Suomi.fi eAuthorizations, registration requires strong electronic authentication from the authorised person using banking codes or a Mobile ID. By email to yhtiokokous@enersense.com During office hours (8:00–16:00) by phone at the number +358 50 486 7404; or by post to the address: Enersense International Oyj / Yhtiökokous. Esterinportti 1, 00240 Helsinki, Finland. When registering, the shareholder’s name, personal identity code (social security number) or Business ID, address and phone number, and the name of the legal representative or proxy representative and the representative’s or agent’s personal identity code (social security number) must be provided. The personal data given to Enersense International Plc by shareholders is used only in connection with the General Meeting and with the processing of related registrations. At the meeting venue, shareholders, their proxy representatives or agents must be able to prove their identity and/or their right to act as a representative. Holder of nominee-registered shares A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of shares based on which they would be entitled to be registered in the Company’s shareholder register maintained by Euroclear Finland Oy on 31 October 2022. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered in the shareholder register maintained by Euroclear Finland Oy at the latest by Monday 7 November 2022, 10:00 a.m. (EET). As regards nominee-registered shares, this constitutes due registration for the General Meeting. A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the temporary registration in the Company’s shareholder register, the issuing of proxy documents and registration for the General Meeting from their custodian bank. The account manager of the custodian bank must register a holder of nominee-registered shares who wishes to participate in the General Meeting temporarily in the Company’s shareholder register by the time stated above at the latest. Further information regarding the EGM will be available on the Company’s website at www.enersense.com/investors/governance/general-meeting/. Proxy representative and powers of attorney A shareholder may participate in the General Meeting and exercise their rights at the Meeting through an agent. 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, who represent 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 documents should be delivered to the Company primarily in connection with electronic registration or as originals sent by mail to the Company’s address Enersense International Oyj/Yhtiökokous, Esterinportti 1, 00240 Helsinki, Finland, or in electronic format (e.g. PDF) to the email address yhtiokokous@enersense.com by the last date of registration. Shareholders that are legal persons may also use the electronic Suomi.fi authorisation service instead of a conventional power of attorney. In this case, the organisation authorises its appointed representative in the Suomi.fi service at www.suomi.fi/valtuudet using the mandate theme “Representation at the General Meeting”. Strong electronic authentication takes place using banking codes or a Mobile ID. More information is available on the website suomi.fi/e-authorizations. Other instructions and information A shareholder who is present at the General Meeting has the right, under Section 25 of Chapter 5 of the Companies Act, to request information on matters dealt with by the meeting. On the date of this notice to the Extraordinary General Meeting, 26 September 2022, the total number of shares in Enersense International Plc is 16,293,357, which corresponds to the same number of votes. 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. In Pori, 26 September 2022 ENERSENSE INTERNATIONAL PLC BOARD OF DIRECTORS For further information, please contact: Jussi Holopainen, President and CEO Phone: +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, Senior Vice President, Communications and Public Affairs Phone: +358 40 043 7515 Email: tommi.manninen@enersense.com Distribution: Nasdaq Helsinki Oy Major media www.enersense.com
Enersense International Plc – Managers’ transactions – Juha Silvola Enersense International Plc Stock Exchange Release, 26 September 2022 at 10:10 a.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: 19955/4/4 ____________________________________________ Transaction date: 2022-09-23 Venue: NASDAQ HELSINKI LTD (XHEL) Instrument type: SHARE ISIN: FI4000301585 Nature of the transaction: ACQUISITION Transaction details: (1): Volume: 2913 Unit price: 5.91 EUR (2): Volume: 87 Unit price: 5.92 EUR Aggregated transactions: (2): Volume: 3000 Volume weighted average price: 5.91029 EUR Enersense International Plc Jussi Holopainen CEO More information: Jussi Holopainen, CEO Tel. +358 44 517 4543 Email: jussi.holopainen@enersense.com Distribution: Nasdaq Helsinki Oy Major media www.enersense.com
Enersense International Plc and MBÅ Invest Oy have signed a combination agreement concerning the merger of MBÅ Invest Oy with Enersense International Plc Enersense International Plc Insider information 23 September 2022, at 3:45 p.m. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SINGAPORE OR ANY OTHER JURISDICTION WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. FOR FURTHER INFORMATION, PLEASE SEE THE “IMPORTANT NOTICE” BELOW. Enersense International Plc (“Enersense” or “the Company”) and MBÅ Invest Oy (“MBÅ Invest”) announce that their respective Boards of Directors have today signed a combination agreement (“Combination Agreement”) and a merger plan (“Merger Plan”) on the basis of which Enersense’s second largest shareholder MBÅ Invest will merge with Enersense (“Merger”). The merger is expected to take place on 1 April 2023 (“Merger’s Effective Date”). The purpose of the Merger is to increase the transparency and equality of the ownership and governance, and simplify the ownership structure of Enersense. The transaction will bring MBÅ Invest’s holding better to the fore and make the executives’ true ownership in the Company transparent. The transaction will also increase the management’s commitment through long-term transfer restrictions on shares. The elimination of indirect ownership is also aimed at improving the liquidity of Enersense shares. MBÅ Invest’s owners include Enersense executives and investors external to the Company, and it currently has a holding of 2,253,072 Enersense shares, corresponding to approximately 13.83 per cent of Enersense’s share capital. The Merger will have no impact on the net amount of Enersense’s shares, which will remain unchanged. The transaction costs will be borne by MBÅ Invest Oy, and the transaction will not entail any costs or additional liabilities to Enersense. MBÅ Invest has no employees, and it is not engaged in other business than the management of its Enersense shares. Transaction highlights The proposed Merger will be implemented as an absorption merger whereby the shareholders of MBÅ Invest will receive as merger consideration new shares issued by Enersense in proportion to their existing shareholding. The merger consideration will be paid in full through the new shares issued by Enersense, and their total number will be equal to the number of shares owned by MBÅ Invest on the Effective Date. The new Enersense shares issued as merger consideration will be listed on Nasdaq Helsinki Ltd after the completion of the Merger. The Company’s shares that will be transferred to Enersense upon the completion of the Merger will be cancelled and removed from the Trade Register and delisted following the completion of the Merger. The parties have agreed that MBÅ Invest and its shareholders will bear, in addition to their own costs and expenses, also the transaction-related costs and expenses of Enersense, not including Enersense’s internal HR expenses. In the Combination Agreement, the shareholders of MBÅ Invest have undertaken to vote, give their consent and perform any other necessary measures required to implement the Merger. The transaction is conditional upon the resolution of the Extraordinary General Meeting to be convened later on and upon certain other conditions described below under ‘Overview of Merger Terms and Conditions’. The implementation of the Merger is subject to its approval by a majority of two thirds of votes cast and shares represented at the respective Extraordinary General Meetings of Enersense and MBÅ Invest. The shareholders of MBÅ Invest are committed to the restrictions on transferal described in more detail in the Combination Agreement that apply to the shares issued as Merger Consideration for 12–24 months after the listing of the shares, as separately agreed. The Boards of Directors of Enersense and MBÅ Invest unanimously recommend the combination to their respective shareholders. If implemented, the Merger will have no impact on Enersense’s financial outlook. Operation of the merging companies before the completion of the Merger As of the date of the Merger Plan, both Enersense and MBÅ Invest will continue to conduct their business in accordance with their previous practices, however taking into account what has been separately agreed in the Merger Plan. Enersense is entirely free, to the extent permitted by applicable law, to decide on its business and any details related thereto. Among other things, MBÅ Invest: may sell a maximum of 150,000 Enersense shares under its ownership, as agreed in the Merger Plan, before the completion of the Merger; may not, in addition to selling the above-mentioned 150,000 Enersense shares, sell, swap or otherwise transfer the right of use to its assets or grant a right of use thereto except for at market terms in the ordinary course of MBÅ Invest’s business; may not take out or grant a loan or commit to a guarantee or any other financial liability or give any other security; may not decide to pay dividends or undertake any other distribution of funds, except for the 200,000 euro dividend payable for the financial year 2021; may not change its Articles of Association, and there may not be changes in its ownership shall pay all its debts and liabilities before the Merger’s Effective Date (both matured and unmatured) or must have sufficient funds for the payment of the debts and liabilities specified above. Overview of Merger terms and conditions The proposed Merger of Enersense and MBÅ Invest will be implemented through an absorption merger as referred to in the Finnish Limited Liability Companies Act, whereby all the assets, rights and liabilities of MBÅ Invest will be transferred without liquidation proceedings to Enersense. As a result of the completion of the Merger, MBÅ Invest will automatically dissolve. The total number of new shares issued to the shareholders of MBÅ Invest as Merger Consideration will be adjusted to match the total number of Enersense shares owned by MBÅ Invest on the Merger’s Effective Date (the “Total Amount of Merger Consideration”) however such that the number of new Enersense shares issued as Merger Consideration may be a maximum of 2,253,072, which equals the number of Enersense shares owned by MBÅ Invest on the date of the signing of the Merger Plan. The distribution of the Total Amount of Merger Consideration among MBÅ Invest’s shareholders is based on MBÅ Invest’s ownership interest at the end of the day preceding the Merger’s Effective Date. As merger consideration, MBÅ Invest’s shareholders will receive, of the Total Amount of Merger Consideration, an amount of Enersense’s new shares that corresponds to the shareholder’s ownership interest in MBÅ Invest at the end of the day preceding the Merger’s Effective Date (“Merger Consideration”). If the number of Company shares received by MBÅ Invest’s shareholder as Merger Consideration (for each book-entry account) is a fraction, the number of new shares to be given as Merger Consideration will be rounded down to the nearest whole share. If the Merger is completed, Enersense will void all Enersense shares transferred to its ownership in connection with the Merger. Furthermore, the parties have agreed in the Merger Plan that MBÅ Invest and its shareholders will bear, in addition to their own costs and expenses, also the transaction-related costs and expenses of Enersense, not including Enersense’s internal HR expenses. The proportion of MBÅ Invest’s largest shareholders (Suotuuli Oy, ProUp Oy, PM Ruukki Oy and Jussi Holopainen) of the new shares issued by Enersense as Merger Consideration totals approximately 75.31 per cent. In connection with the Merger, all MBÅ Invest’s shareholders commit to restrictions on transferal concerning Enersense’s new shares that they receive in the Merger, as specified in the provisions of the Combination Agreement. The transferal restrictions apply to a total of 100 per cent of the shares received by MBÅ Invest’s shareholders as Merger Consideration for a period of 12 months from the listing of the shares, with the following exceptions: Each MBÅ Invest shareholder has the right to sell or otherwise transfer, without limitations, a maximum of 50,000 shares; MBÅ Invest’s shareholders, except for Jussi Holopainen, Jaakko Leivo and Suotuuli Oy, have the right to sell or otherwise transfer their shares received as Merger Consideration without time limits as a so-called block trade provided that the block trade carried out by the shareholder involves at least 120,000 shares; Jussi Holopainen, Jaakko Leivo and Suotuuli Oy may, for the part that exceeds the amount specified under item (i), without limitations sell or otherwise transfer 50% of the shares they received as Merger Consideration after a period of twelve (12) months and the remaining 50% of the shares after a period of twenty-four (24) months from the listing of the shares. Conditions for the Merger and timetable The Merger is subject to conditions including: the Extraordinary General Meetings of Enersense and MBÅ Invest, which are to be convened later on, approve the Merger by a majority of two thirds of votes cast and shares represented. The Extraordinary General Meetings are expected to take place in November 2022. Enersense’s financing partners approve the Merger. If the conditions are met, the Merger is expected to be completed by 1 April 2023. The intention is to apply for the listing of the new Enersense shares issued as Merger Consideration on Nasdaq Helsinki Ltd after the completion of the Merger no later than 31 May 2023. The Merger Plan is included as an annex to this stock exchange release and contains information, inter alia, on the Merger Consideration to MBÅ Invest Oy’s shareholders, the planned timetable for completion of the Merger and the conditions for the completion of the statutory Merger. MBÅ Invest in brief MBÅ Invest is a holding company that was founded in 2020. The company is focused on managing the Enersense shares it owns, and it is not engaged in other business. In February 2020, MBÅ Invest purchased 2,753,072 Enersense shares from the main shareholder at that time, Corporatum Oy. MBÅ Invest’s holding in Enersense has been 46.29 per cent at its highest (April 2020–July 2020), while currently it is 13.83 per cent. MBÅ Invest has no employees. At the time of signing the Merger Plan, two of MBÅ Invest’s eleven shareholders work in management positions at Enersense (Jussi Holopainen and Jaakko Leivo) and one shareholder acts as a member of Enersense’s Board of Directors (Petri Suokas, Suotuuli Oy). If the Merger is completed, the four largest MBÅ Invest shareholders (Suotuuli Oy, ProUp Oy, PM Ruukki Oy and Jussi Holopainen), who own a total of 75.31 per cent of MBÅ Invest’s shares, would, after the completion of the Merger, hold Enersense shares as presented in the table below. The holdings presented in the table have been calculated on the presumption that Company shares received by Enersense in connection with the Merger have been cancelled, 2,253,072 new Enersense shares have been issued as Merger Consideration and the total number of Enersense’s shares is 16,293,357: Shareholder’s name Holding in MBÅ Invest Expected holding in the Company Suotuuli Oy (Petri Suokas) 31.25% 4.32% ProUp Oy 18.75% 2.59% PM Ruukki Oy 12.81% 1.77% Jussi Holopainen 12.50% 1.72% Combination Agreement On 23 September 2022, Enersense and MBÅ Invest and its shareholders have signed a Combination Agreement, in accordance with which Enersense and MBÅ Invest will merge their businesses through an absorption merger as referred to in the Limited Liability Companies Act. The Combination Agreement contains certain customary representations and warranties as well as undertakings, such as MBÅ Invest conducting its business in the ordinary course of business until the completion of the merger, keeping the other party informed of any and all matters that may be of material relevance for the purposes of effecting the completion of the Merger, and cooperating with the other party with the purpose of implementing the Merger. Moreover, MBÅ Invest and its shareholders have given Enersense certain customary representations and warranties related to, inter alia, authority to enter into the Combination Agreement, due incorporation, status of the shares in the respective company, preparation of financial statements and interim reports, compliance with applicable licenses, laws and agreements, legal proceedings, ownership of the company’s assets, taxes and the due diligence materials provided to Enersense. Furthermore, the shareholders of MBÅ Invest have agreed not to sell, mortgage or otherwise transfer MBÅ Invest’s shares that they own before the completion of the Merger. The parties will bear their own fees, costs and expenses incurred in connection with the Merger, with the exception of certain costs incurred by Enersense that MBÅ Invest will bear. The Combination Agreement may be terminated by mutual decision of the Boards of Directors of Enersense and MBÅ Invest. Furthermore, MBÅ and Enersense may terminate the Combination Agreement (i) if the Merger has not been completed by 31 May 2023 (or at a later date agreed by the Parties) or (ii) if the Boards of Directors or EGMs of MBÅ and Enersense do not approve the Merger or other decisions related to the Merger. Enersense also has the right to terminate the agreement if MBÅ’s shareholders violate certain representations, warranties and undertakings under the Combination Agreement. Related-party transaction The Merger constitutes a related-party transaction for Enersense since MBÅ Invest is Enersense’s related party that exercises significant influence. Furthermore, Enersense’s Board Member Petri Suokas, President and CEO Jussi Holopainen and Executive Team Member Jaakko Leivo are MBÅ Invest’s shareholders. Petri Suokas and Jussi Holopainen are also members of the Board of Directors of MBÅ Invest. According to the assessment by Enersense’s Board of Directors, the related-party transaction is in the best interest of the Company, and it will be conducted under customary commercial terms. Petri Suokas, Jussi Holopainen and Jaakko Leivo have not participated in the discussion concerning the Merger or in the decision-making of Enersense’s Board of Directors. The related-party transaction is supported by all members of the Board of Directors of Enersense who are not in a related party relationship with MBÅ Invest or the matter to be resolved. Enersense International Plc BOARD OF DIRECTORS Further information: Jaakko Eskola, Chair of the Board Contacts: Tommi Manninen, Senior Vice President, Communications and Public Affairs Phone: +358 40 043 7515 E-mail: tommi.manninen@enersense.com Distribution: Nasdaq Helsinki Major media www.enersense.com Important Notice This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any part of the share issue in the United States or to conduct a public offering of securities in the United States. The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction where such publication or distribution would violate applicable laws or rules or would require additional documents to be completed or registered or require any measure to be undertaken in addition to the requirements under Finnish law. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. This release does not constitute a prospectus as defined in the Prospectus Regulation and, as such, it does not constitute or form part of, and should not be construed as, an offer to sell, or a solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity in relation to any securities. No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified, does not purport to be full or complete and may be subject to change. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its securities and the transactions, including the merits and risks involved. This release includes forward-looking statements that are based on present plans, estimates, projections, and expectations and are not guarantees of future performance. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. Investors should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied in the forward-looking statements. The Company or any of its affiliates, advisors or representatives or any other person undertakes no obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release. Further, there can be no certainty that the transaction will be completed in the manner and timeframe described in this release, or at all. Merger Plan MBÅ 20220922
Enersense’s partly owned company P2X Solutions to the list of important green hydrogen projects in Europe Enersense International Plc Press release 22 September 2022 at 3:45 p.m. The European Commission has selected the Finnish green hydrogen producer P2X Solutions Oy’s project that promotes carbon neutrality and environmental objectives to its list of important joint European IPCEI hydrogen projects. The new European value chain for the hydrogen economy is designed to boost the production of clean hydrogen and the development of new uses of hydrogen. Enersense owns approximately 16.3% of P2X Solutions Oy. In its project, P2X Solutions will construct 70 MW of green hydrogen production capacity and a methanation plant to produce renewable synthetic methane. The project is separate from P2X Solutions’ 20 MW green hydrogen and synthetic methane production plant now under preparation for construction works in Harjavalta. Enersense is part of the national hydrogen cluster and part of the European Clean Hydrogen Alliance, which promotes the hydrogen economy in the EU.
Enersense begins reporting on the development of its onshore wind power projects — target to build 600MW of own energy production by 2027 Enersense International Plc Stock exchange release 15 September 2022 at 12.00 p.m. Enersense International Plc, a provider of zero-emission energy solutions, will start reporting on the project development portfolio of Megatuuli Oy, a leading onshore wind power project development company, semi-annually as part of its regular H1 and H2 financial reporting. Enersense completed the acquisition of Megatuuli on 1 February 2022 and owns 100 % of the company. Megatuuli Oy’s project portfolio is currently 3,000MW, of which 1,500MW is in cooperation with Valorem and is divided as follows: – Feasibility study phase 2,000MW – Permit, land use and EIA phase 1,000MW Projects developed by Megatuuli Oy, which have advanced to construction and operation phases: – Construction phase 350MW (development fees to be paid to Enersense during 2022-2025 as informed on 3 February 2022) – Finished and operating phase 100MW Megatuuli Oy’s current 3,000MW onshore wind power project portfolio also enables Enersense to develop its own energy production. Enersense’s energy production target by 2027 is 600-700MW, of which 600MW is wind power and 100MW solar power. Enersense has already identified 200MW of potential wind power projects that can be developed for its own energy production. In addition, Enersense has identified 20MW of solar power for its own energy production. “The green transition is proceeding at an accelerating pace with strong demand for wind power and solar energy, and the strategic choices we made earlier have proved successful. Wind power project development is long-term cooperation between different actors, and we want to make the development phases of our projects more transparent and monitored,” says Jussi Holopainen, CEO.
Enersense sells its stake in Suomi Teline Oy for EUR 1 million Enersense International Plc Press release 14 September 2022 at 2:00 p.m. Enersense International Oyj, a provider of zero emission energy solutions, has sold all its shares in Suomi Teline Oy. The transaction amount is EUR 1 million and Enersense will recognise a gain of EUR 760 000 in its third quarter results. Enersense’s shareholding in Suomi Teline Oy was 25%.
Enersense International Plc: Flagging notification under chapter 9, section 10 of the Securities Markets Act Enersense International Plc Stock exchange release 7 September 2022 at 1.50 p.m. Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act from Ensto Invest Oy. According to the notification, the shareholding of Ensto Invest Oy in Enersense International Plc has exceeded 5.22 % of all shares in Enersense International Plc on 7 September 2022. According to the notification, the company holds a total of 850,000 shares in Enersense International Plc, which corresponds to 5.22 % 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 5.22 – 5.22 16,293,357 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 850,000 5.22 A TOTAL 850,000 5.22 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
Enersense has been chosen as the main contractor for Fingrid’s Simojoki substation expansion project Enersense International Plc Press release 7 September 2022 at 10:00 a.m. A subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Enersense PN Oy, which operates in the business area of Power, has won a contract for the expansion of the Simojoki substation in Fingrid’s public procurement tendering. The expansion of the Simojoki substation, located in the municipality of Simo on the border of the regions of Lapland and North Ostrobothnia, will enable new wind farms planned in the vicinity to be connected to the grid. The project is estimated to employ Enersense for approximately two years, and preparations for it will begin immediately. The value of the project is approximately EUR 12 million. “The wind power projects planned for the region are coming to full fruition. The construction of the new electricity transmission link between Finland and Sweden, the Aurora Line, is also proceeding as planned, so the expansion of the Simojoki substation is now timely. Over the next ten years, Fingrid will invest a record three billion euros in the main grid, which will enable the electrification required by the energy transition,” says Director Timo Kiiveri from Fingrid. The Simojoki substation expansion project is a significant project for Enersense. “The project supports our objectives of building a carbon-neutral society together with our customers, while strengthening our portfolio as an implementor of demanding Finnish grid projects. Our journey towards a more environmentally friendly society continues,” says Joni Parkkinen, Vice President, Power’s Transmission Networks business area at Enersense. The decision shall be legal after the end of the appeal period under the Act on Public Procurement and Concession Contracts.
Enersense International Plc’s Shareholders’ Nomination Board Enersense International Plc Stock exchange release 6 September 2022 at 3.00 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: Alexander Ehrnrooth, Nidoco AB Risto Takkala, MBÅ Invest Oy Janne Vertanen, Verman Group The now appointed Nomination Board will forward its proposals for the 2023 Annual General Meeting to the Board of Directors by 31 January 2023.
Enersense and Helen agree on strategic cooperation aiming at carbon neutrality in operation and maintenance services Enersense International Plc Insider information 31 August 2022 at 1.00 p.m. Enersense International Plc, a provider of zero-emission energy solutions, and Helen Oy, an energy company, have agreed on extensive strategic cooperation regarding operation and maintenance tasks for plants and networks, following competitive tendering in accordance with the Finnish Act on public contracts and concessions of entities operating in the water, energy, transport and postal services sectors. Helen will purchase operation and maintenance services from Enersense IN Oy, which operates in the business area of Smart Industry, for the needs of four power plants, fifteen heating plants, six cooling and heat pump plants, more than 1,500 kilometres of district heating and cooling networks and around 60 kilometres of energy tunnels among other things in the Helsinki metropolitan area. The duration of the agreement is at least four years, after which it is possible to continue the cooperation with two two-year options. The maximum value of the procurement during the agreement period with the options is EUR 200 million. The cooperation agreement has no impact on Enersense’s 2022 guidance, but it reinforces the achievement of long-term financial targets. “The strategic goal of both Enersense and Helen is to play a key role in the green transition, and this agreement enables us to contribute to Helen’s vision of achieving carbon neutrality by 2030. Security of supply is particularly important in the current global situation, and we have a great deal to offer in this respect as an expert in critical infrastructure,” says Jussi Holopainen, President and CEO of Enersense International Plc. In connection with the service agreement, it has also been agreed that at most 260 operation and maintenance employees will transfer from Helen to Enersense as existing employees through a business transfer. “This extensive cooperation agreement will provide us with more highly competent and skilled employees, which will further strengthen and expand our expertise and service offering. We will also have access to ready-for-use service centre sites that we can develop together with the customer in a rapidly changing operating environment. We have broad and varied experience in operation and maintenance services for sites of various sizes that we have been able to develop consistently with the customer to be more sustainable, better and more efficient. Based on this experience, we can also offer Helen a stable and reliable partnership,” says Jaakko Leivo, Executive Vice President, Smart Industry at Enersense International Plc. “Enersense’s objectives and strategy greatly support Helen’s journey in the energy transition and our strategy to achieve our carbon neutrality goals. Reliably and flexibly acquired operating and maintenance tasks services help us to prepare for future changes in our operating environment that require professionalism, continuity and flexibility,” says Timo Aaltonen, Director, Energy Platform and Production Solutions, Helen Oy. Enersense has provided the industrial sector with operation and maintenance services for more than 20 years. Enersense has extensive operation and maintenance contracts with several major Finnish companies. “We have strengthened our expertise in operation and maintenance in particular, and winning this agreement is excellent proof of our renewed organisation’s commitment and competence. We are grateful and proud that we can be a key strategic partner for Helen on its journey towards carbon neutrality by 2030. We believe that this partnership will offer us further opportunities to improve the efficiency and flexibility of similar services in other cities and towns in response to the energy transition and decentralised energy production. We are aiming to employ our new expertise and personnel more extensively across Finland,” says Jaakko Leivo. The agreement is expected to enter into force on 1 November 2022, pending approval from the Finnish Competition and Consumer Authority.
Enersense International Plc: Flagging notification under chapter 9, section 10 of the Securities Markets Act Enersense International Plc Stock exchange release, 31 August 2022 at 11.15 a.m. Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act from Kyösti Kakkonen. According to the notification, the shareholding of Joensuun Kauppa ja Kone Oy, a company controlled by Kyösti Kakkonen, in Enersense International Plc has fallen to 4.81 % of all shares in Enersense International Plc on 31 August 2022. According to the notification, the company holds a total of 784,510 shares in Enersense International Plc, which corresponds to 4.81 % 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 4.81 – 4.81 16,293,357 Position announced in the previous flagging notification (if applicable) 8.64 – 8.64 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 784,510 4.81 A TOTAL 784,510 4.81 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 Kyösti Kakkonen 0 0 0 Kakkonen-Yhtiöt Oy 0 0 0 Joensuun Kauppa ja Kone Oy 4.81 4.81 784,510 According to the flagging notification, Kyösti Kakkonen owns 55.3 % of Kakkonen-Yhtiöt Oy, which owns 100 % of Joensuun Kauppa ja Kone Oy.
Enersense increases its shareholding in its Lithuanian subsidiary Enersense International Plc Press release 5 August 2022 at 10:30 a.m. Enersense International Plc, a provider of zero-emission energy solutions, has increased its share in its Lithuanian subsidiary Enersense UAB through a transaction carried out on 1 August 2022. With the transaction, Enersense will increase its holding from the previous 75 per cent to 100 per cent of Enersense UAB’s share capital. More information: Jussi Holopainen, CEO Tel. +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel. +358 40 043 7515 Email: tommi.manninen@enersense.com Enersense in brief: Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.
Correction to Enersense’s Half-year Financial Report published on 4 August 2022 Enersense International Plc Stock exchange release 4 August 2022 at 2:35 p.m. Market value of the share capital shown in the key figures per share table on page 19 on 30.6.2022 in the Half-year Financial Report published by Enersense on 4 August 2022 was incorrect. The corrected table is below: Key figures per share 30.6.2022 30.6.2021 31.12.2021 Market value, EUR 123,829,513 139,336,382 91,640,466 Number of shareholders at the end of the period*) 6,870 6,281 6,957 Share price at the end of the period 7.60 10.40 6.84 Average share price, EUR 7.22 — 8.63 Highest share price, EUR 8.22 12.00 12.00 Lowest share price, EUR 5.22 6.60 5.96 Number of shares at the end of the period, undiluted 16,293,357 13,397,729 13,397,729 Number of shares at the end of the period, diluted 16,147,558 13,397,729 13,397,729 Average number of shares during the period, undiluted 15,612,554 10,874,110 12,130,679 Average number of shares during the period, diluted 15,515,355 10,874,110 12,130,679 Share trading, pcs 3,504,053 4,309,109 9,568,586 Turnover rate, % 21.5 32.2 78.8 *) Source: Euroclear Finland Oy You can find the corrected half-year report from here: https://enersense.com/press-releases/reports-and-presentations/
Enersense International Plc’s January-June 2022 Half-year Financial Report: Enersense Internatonal Plc Stock exchange release 4 August 2022 at 12:30 p.m. The challenging business environment burdened the result for the first half of the year – The company is preparing for the green transition through significant investments This release is a summary of Enersense’s 2022 Half-year Financial Report. The complete report is attached to this release as a pdf-file. It is also available on the company’s website at www.enersense.com/investors. April–June 2022 • Revenue EUR 59.8 million (61.6), -2,9% year-on-year • EBITDA EUR -0.6 million (5.8), EBITDA margin -1.0% (9.4) • Operating profit EUR -2.8 million (3.0), profit margin -4.6% (4.9) • Adjusted EBITDA EUR -0.4 million (4.8), or -0.7% of revenue (7.8) January–June 2022 • Revenue EUR 113.6 million (114.9), -1,1 % year-on-year • EBITDA EUR 4.8 million (7.5), EBITDA margin 4.2% (6.5) • Operating profit EUR 0.5 million (2.4), profit margin 0.4% (2.1) • The order backlog stood at EUR 295.4 million (301.0) in the first half of the year • Adjusted EBITDA EUR 5.0 million (7.4), or 4.4% of revenue (6.4) Guidance for the 2022 financial period On 27 July 2022, Enersense announced that it would lower its financial guidance for 2022 in terms of EBITDA. According to the company’s new financial guidance, its revenue is expected to be EUR 245–265 million in 2022, and its adjusted EBITDA is expected to be EUR 6–12 million. During the second half of the year, the company’s profitability will be burdened by the Russian attack on Ukraine, accelerated inflation, problems with the availability of materials, the coronavirus pandemic and the strike in the ICT sector, as well as delayed project starts caused by these. Key indicators 4–6/2022 4–6/2021 1–6/2022 1–6/2021 1–12/2021 Revenue (EUR 1,000) 59,827 61,621 113,614 114,929 239,110 EBITDA (EUR 1,000) -614 5,822 4,797 7,504 16,639 EBITDA, % -1.0 9.4 4.2 6.5 7.0 Adjusted EBITDA (EUR 1,000) -431 4,816 5,048 7,381 19,231 Adjusted EBITDA, % -0.7 7.8 4.4 6.4 8.0 Operating profit (EUR 1,000) -2,772 3,017 455 2,399 6,834 Operating profit, % -4.6 4.9 0.4 2.1 2.9 Result for the period (EUR 1,000) -4,133 1,922 -2,930 591 3,973 Equity ratio, % 40.2 34.4 40.2 34.4 35.6 Gearing, % 32.7 -15.6 32.7 -15.6 3.6 Return on equity, % -6.3 5.0 -5.2 1.8 8.3 Earnings per share, undiluted, EUR -0.28 0.16 -0.18 0.06 0.35 Earnings per share, diluted, EUR -0.28 0.16 -0.19 0.06 0.35 President and CEO Jussi Holopainen “The first half of 2022 was exceptional in many ways. The Russian attack on Ukraine and its impacts have delayed the start of projects in the spring, and the high inflation rate and problems with the availability of materials have caused challenges worldwide. At the same time the company has invested significantly for the green transition, which demand has grown rapidly. Energy self-sufficiency is increasing considerably in Europe because of the Russian attack on Ukraine, and the process to end dependence on Russian oil, gas and coal production is progressing rapidly in many sectors. This provides us with a great deal of new opportunities to implement zero-emission energy solutions through our extensive range of services, which has further increased as a result of corporate transactions this year. Because of the global situation, we anticipated in our business review for the first quarter that the second quarter will be the weakest quarter of the year in terms of profitability. The strike in the ICT sector in the spring also affected our business operations, especially in Connectivity. In addition, the Smart Industry business reflects the completion of the Olkiluoto nuclear power plant project and the resulting decrease in volumes. The Power segment’s performance in the first half of the year was better than expected despite the cost increases caused by inflation, and its improved result reflects its investments in renewable energy projects. However, our performance was reasonable in the first half of the year despite the difficult circumstances. We achieved EUR 113.6 million (114.9) in revenue and EUR 5.0 million (7.4) in adjusted EBITDA. Our operating profit was EUR 0.5 million (2.4), and our profit margin was 0.4% (2.1). The adjusted EBITDA includes EUR 2.4 million in investments in offshore wind power and a new ERP system. With a gloomier global economic outlook, we issued our new financial guidance after the review period on 27 July 2022. Our adjusted EBITDA is expected to be EUR 6–12 million in 2022 (previously EUR 15–20 million), and our revenue is expected to be EUR 245–265 million in accordance with our previous guidance. Our order backlog has remained at a good level, but the company’s performance will continue to be burdened by global challenges during the second half of the year. We were able to negotiate the cost pressure caused by increased inflation to the new contracts and partially to the order backlog contracts during the first half of the year. In May, Enersense organised its first ever Capital Markets Day event, during which we published our new long-term financial targets and described the company’s adjusted business model. Our new financial targets describe the company’s business model more accurately after the corporate transactions implemented earlier and our expansion in the value chain (Enersense Offshore Ltd, which specialises in offshore wind power; Megatuuli Oy, which develops onshore wind power project; and our investment in P2X Solutions, Finland’s first green hydrogen production company). Our expansion in the value chain – from project design, implementation and maintenance to being a key producer, owner and project developer of zero-emission energy – makes our business operations more stable and profitable and reduces project risks. From here, we are seeking to achieve EUR 500 million in revenue and EUR 100 million in profitability by 2027. In June, we signed a significant agreement on the acquisition of Voimatel Oy, a company specialising in critical infrastructure and energy services, from KPY Cooperative through an exchange of shares. KPY made an additional investment of EUR 2.2 million in Enersense in connection with signing the agreement. The execution of the share transaction is conditional on approval from the Finnish Competition and Consumer Authority. The acquisition of Voimatel will make Enersense a more capable provider of information and energy network solutions and a partner in critical infrastructure and security of supply. The acquisition will also substantially strengthen our offering of energy services such as solar energy and charging services for electric transport. Enersense sees good growth potential in solar power, and solar power projects support our role in implementing zero-emission energy projects. In the spring, we announced that we would explore opportunities to build a 20 MW solar power plant of our own in Mäntyluoto in Pori, on the same site where Enersense Offshore Ltd operates. If the Voimatel transaction is implemented, Enersense’s revenue will increase to around EUR 370 million with the number of employees increasing to around 3,000. Highly competent and motivated employees will continue to be a key factor in enabling Enersense’s growth and development. We believe that we will continue to be able to provide our employees with interesting career paths and ensure that our understanding and expertise remain at a high international level.” Pori 4 August 2022 Enersense International Plc Board of Directors This half-year financial report is an interim report in accordance with the IAS 34 standard. The financial information in the half-year financial report is unaudited. Financial reporting in 2022 Enersense will publish the following reports in 2022: Business review for January–September on 28 October 2022 enersense-half-year-financial-report-q2-2022
Enersense lowers its guidance for 2022 and provides preliminary information on the financial development of the second quarter of 2022 Enersense International Plc Insider information 27 July 2022 at 6:10 p.m. Enersense International Plc lowers its financial guidance for 2022 in terms of adjusted EBITDA. At the same time, Enersense provides preliminary information on its second quarter results, which, as expected, is the weakest quarter of the year. The company’s profitability, towards the end of the year, is weighed down by Russia’s war of invasion of Ukraine, accelerated inflation, material availability problems, the coronavirus, the ICT strike, and the resulting delayed project starts. New financial guidance for 2022: According to the company’s financial guidance, revenue is expected to be in the range of EUR 245–265 million and adjusted EBITDA EUR 6-12 million in 2022. Previous financial guidance for 2022: According to the company’s financial guidance, revenue is expected to be in the range of EUR 245–265 million and adjusted EBITDA EUR 15–20 million in 2022. Preliminary key figures (unaudited): April-June 2022: Revenue: EUR 59.8 million (EUR 61.6 million in the comparison period) Adjusted EBITDA: EUR -0.4 million (4.8) January-June 2022: Revenue: EUR 113.6 million (114.9) Adjusted EBITDA: EUR 5.0 million (7.4) As expected, investments in offshore wind power and a new ERP system have weakened the adjusted EBITDA for the first half of the year. The impact of these on the operative EBITDA for the first half of the year is EUR 2.4 million. Enersense will publish its half-year financial report on Thursday 4 August 2022. Due to the silent period, Enersense does not comment on preliminary information on its result before publishing its half-year report. Enersense keeps its long-term financial targets for 2027 (stock exchange release 3 May 2022) unchanged.
Enersense and Rauma Marine Constructions have signed an agreement on outfitting work for two LNG car and passenger ferries Enersense International Plc Press release 21 July 2022 at 4.00 p.m. A subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Enersense Works Oy, which operates in the business area of Smart Industry, and Rauma Marine Constructions (RMC) have signed a new agreement on outfitting work for two new car and passenger ferries at Rauma shipyard. The signed contract covers the most demanding technical areas of the ferries ordered by TT-Line Company, for example steel and piping installations in the main engine room and LNG tank area, as well as insulation work. The new agreement is a significant entity for Enersense’s Smart Works business. The employment impact of the agreement is more than 150 person-years for the business, and it strengthens Enersense’s order backlog until the end of 2024. “We are very pleased with the new agreement, which will further deepen our partnership with RMC and create continuity for several years of cooperation at Rauma Shipyard. We look forward to bringing the long-awaited project into production and to participate in its construction in such a significant role,” says Mikko Lampinen, Chief Operating Officer of Enersense’s Smart Works business. The new car and passenger ferries ordered by TT-Line Company are environmentally friendly vessels that use liquefied natural gas (LNG) and are designed and manufactured to operate in extremely challenging conditions. The new agreement in the TT-Line project is strategically important for Enersense’s Smart Works business, as the implementation of LNG projects contributes to the Group’s vision of being a significant promoter of a zero-emission society. “RMC’s networked operating model is based on long-term and strategic partnerships. We want to continually strengthen our partner network. Through truly networked and open cooperation we can develop policies and processes. Enersense is a good example of a company that wants to develop and at the same time develop the Finnish marine industry network in cooperation with us,” says Ville Laaksonen, Chief Operating Officer of RMC. “I would like to thank RMC for the good cooperation built on our long-term partnership and for the trust. Our business in the marine industry has been systematically developed and grown and this agreement shows that we are doing the right things with our personnel. The project will further strengthen our organisation and network, and we will also utilise possible synergy gains with Enersense Offshore,” says Jaakko Leivo, EVP of Enersense’s Smart Industry business area.
Enersense and Siemens Energy have signed an agreement on coatings for the Leipheim gas power plant in Germany Enersense International Plc Press release 14 July 2022 at 9:45 a.m. Enersense GmbH, a German subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, has signed an agreement with Siemens Energy regarding the coating work of the Leipheim remote-controlled gas power plant under construction in southern Germany. Leipheim’s new 300-megawatt gas turbine power plant will be built between Leipheim and Bubesheim in the state of Bavaria, southern Germany. Siemens Energy is the prime contractor for the entire plant and the customer is LEAG, the largest energy company in eastern Germany. The Leipheim gas power plant will be used exclusively to protect and ensure the reliability of the transmission grid. The gas power plant is scheduled to be commissioned in August 2023. The project coating work will begin in July 2022 and is expected to be completed in February 2023. “We are pleased that Siemens Energy chose us as its partner, and our well-run cooperation in Germany, Finland and France will continue. An energy self-sufficient Europe needs such projects, and it is great to be a part of this,” says Sebastian Halsband, Enersense’s Country Director for Germany. Enersense is currently working on a similar project on coating work for a gas power plant as Siemens Energy’s partner in Landivisiau, France.
Enersense receives a framework agreement regarding maintenance projects for Sweden’s national grid Enersense International Plc Press release 5 July 2022 at 1:00 p.m. A Latvian subsidiary of Enersense International Plc, a creator of zero-emission energy solutions, Empower SIA, which operates in the business area of International Operations, has signed a framework agreement with Svenska kraftnät, Sweden’s national grid operator, regarding the revision and renewal measures of approximately 30 per cent of the national grid in Sweden during an eight-year period. “The agreement is important to us for several reasons. Among other things, the signed agreement strengthens our position in the Nordic market and supports our mission to create an emission-free society. Svenska kraftnät is an important partner and this agreement will help to strengthen our partnership. It is a sign of our success that our cooperation will continue in a project that is strategically important to us and Svenska kraftnät,” says Margus Veensalu, EVP of Enersense International Plc’s International Operations segment.
Enersense has won Fingrid’s tender for power line arrangements for the Valkeus substation Enersense International Plc Press release 29 June 2022 at 3:30 p.m. A subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Enersense PN Oy, which operates in the business area of Power, has won Fingrid’s tender regarding power line arrangements for the Valkeus substation and replacement of the overhead earth wire for the Pirttikoski-Kokkosniva line. The contract won by Enersense is located in the regions of Northern Ostrobothnia and Lapland. Construction work will begin at the turn of the year 2023 and the aim is to hand over the project to the client in the autumn of 2023. “The Valkeus power line arrangement project is important to Fingrid so that we can connect Valkeus’s new 400/110 kV substation to the grid and thus enable implementation of wind power projects in the region,” says Tommi Raussi, Project Manager, from Fingrid Plc. “It is great that we were chosen to carry out the project, the project is a good continuum for our long-term cooperation with Fingrid in implementing demanding power line arrangements,” says Joni Parkkinen, Vice President, Power’s Transmission Networks business area at Enersense.
The new Enersense shares issued in the directed share issue to KPY Co-operative have been registered with the Trade Register Enersense International Plc Stock exchange release 28 June 2022 at 9:00 a.m. Enersense International Plc announced on 20 June 2022 that the Board of Directors of Enersense decided on a directed share issue worth EUR 2.2 million to KPY Co-operative. A total of 297,297 new Enersense shares have been registered with the Trade Register today 28 June 2022. Following the registration of the new shares, the number of Enersense’s shares amounts to 16 293 357. All shares have equal rights. The new shares are expected to be admitted to trading at the Nasdaq Helsinki on 29 June 2022. The directed share issue has been described in the stock exchange release issued by Enersense on 20 June 2022.
Enersense receives a follow-up agreement regarding the maintenance of Elektrilevi’s electricity networks in Estonia Enersense International Plc Press release 23 June 2022 at 1:15 p.m. An Estonian subsidiary of Enersense International Plc, a creator of zero-emission energy solutions, Enersense AS, which operates in the business area of International Operations, has signed a follow-up agreement with Enefit Connect, regarding the maintenance of the electricity networks of Elektrilevi, the largest network operator in Estonia. The two-year agreement includes maintenance and troubleshooting of electricity distribution networks in the Saaremaa and Hiiumaa area, with works starting in July 2022. The value of the agreement is approximately EUR 6.4 million. “The agreement is important to us for several reasons. Among other things, the signed agreement strengthens our position in the Baltic market and supports our mission to create an emission-free society. Enefit is our largest customer in Estonia, and we have been providing them with our services on a similar contractual basis for more than ten years. It is a sign of our success that our cooperation will continue in a project that is strategically important to us,” says Margus Veensalu, EVP of Enersense International Plc’s International Operations segment.
Enersense Offshore receives contract for the manufacture of offshore wind cable coil turntables in Norway Enersense International Plc Press release 22 June 2022 at 10:15 a.m. Enersense Offshore Oy, which specializes in offshore wind, has signed an agreement with Drammen Yard, a Norwegian company that sells and leases offshore wind services, to manufacture four cable carousels, which will be delivered to Norway. The total weight of carousels is approximately 900 tonnes and they are used, for example, in the manufacture and installation of electrical cables for offshore wind turbines in demanding offshore conditions. The carousels’ final customer is Nexans, which has an extensive track record as a pioneer in technology innovations in projects of ever larger floating offshore wind turbines far out at sea. “The transaction now concluded opens the way for us to enter the Norwegian market, which is developing and growing rapidly. At Enersense Offshore, we have extensive service offerings and know-how, and we are able to offer a wide range of offshore wind services from smaller projects to large floating and fixed foundation solutions,” says Jaakko Leivo, Executive Vice President at Enersense. The production of cable coil turntables in Mäntyluoto, Pori, will begin immediately and deliveries will take place between May and July 2023. “The integration and ramp-up of Enersense Offshore after difficult years is proceeding as planned, and we have also received other agreements to speed up our work with Valmet and Metso Outotec, for example. The bidding calculation for several offshore wind and other projects is currently very active,” Leivo says.
A new broader financing package for Enersense Enersense International Plc Stock exchange release 20 June 2022 at 1:15 p.m. Enersense International Plc, a provider of zero-emission energy solutions, has concluded the negotiations on the financing of its operations. The company’s new financing package, broader and more favourable in terms of costs than before, consists of several bank guarantee and revolving credit facility and already withdrawn senior loans. The financing is used for developing operations and managing working capital. Enersense has withdrawn senior loans for 10,5 million euros which will mature in the year 2026. Enersense has also ability to withdraw 5 million euros of committed revolving credit facility which enable the company to reduce effects of seasonal fluctuations of working capital to its business operations. Previously Enersense had at its disposal guarantee facilities of 36,9 million euros. The company replaces a part of its previous guarantee facilities and total amount of guarantee facilities rises to 40 million euros. New guarantee facilities enable wider geographical deployment of guarantees. Enersense uses its guarantee facilities in its project business as securities for performance and warranty periods. Enersense had at its disposal accounts receivable financing facilities of 38,7 million euros. The company has agreed on new accounts receivable financing facilities of 5,5 million euros. Company has at its disposal accounts receivable financing facilities of 44,2 million euros. “We are pleased to have new financing partners and deepen our existing partnerships. Now negotiated new financing agreement is more favourable in terms of costs than the previous agreement, which is a result of the positive development of Enersense’s business and strengthened balance sheet. The financing package enables effective working capital management and increases our chances to win projects in Finland and abroad. The larger number of guarantee and accounts receivable financing facilities prepares us for growth, and the new revolving credit facility enables growth to be financed quickly”, says Enersense’s CEO Jussi Holopainen.
Enersense acquires Voimatel Oy, a company specialising in critical infrastructure and energy services, with a share exchange and also implements a directed share issue to KPY Co-operative Enersense International Plc Insider information, 20 June 2022 at 12:00 p.m. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. FOR FURTHER INFORMATION, PLEASE SEE THE “IMPORTANT NOTICE” BELOW. Enersense International Plc, a provider of zero-emission energy solutions, has signed an agreement (“Contract of Sale”) on acquiring the entire share capital of Voimatel Oy, a company specialising in critical infrastructure and energy services, with a share exchange (“Share Transaction”). The total purchase price (“Purchase Price”) to be paid in the Share Transaction to Voimatel’s current owner KPY Co-operative is EUR 9.0 million The Purchase Price will be paid in full by means of new Enersense shares to be issued in connection with the execution of the Share Transaction, which will be directed to Voimatel Oy’s owner KPY Co-operative to subscribe for. The completion of the acquisition is subject to the approval of the Finnish Competition and Consumer Authority as well as the fulfilment of the customary terms and conditions of the Share Transaction. In addition, KPY Co-operative has made an additional investment of EUR 2.2 million in Enersense in connection with signing the Contract of Sale. The Finnish company Voimatel Oy’s business is based on the design and implementation of critical infrastructure, information, distribution, and transmission network services, as well as energy services such as solar energy, electric transport, optimisation of energy use, and energy storage services. Voimatel has three subsidiaries: OptiWatti and Datasilta in Finland and Boftel in Estonia. The new entity would have a turnover of approximately EUR 370 million and the Group would employ about 3,000 people. Subject to the completion of the acquisition, Voimatel’s data network business will be reported as part of Enersense’s Connectivity segment and electrical network business as part of Power segment. Connectivity segment is involved in all phases of the lifecycles of data networks and following the corporate transaction it will strengthen its position in telecommunications networks. Power segment is a key player in implementing energy transition with comprehensive services in electricity transmission and distribution as well as renewable energy projects. Jussi Holopainen, President and CEO, Enersense International Plc: “In line with Enersense’s growth strategy, we are seeking growth both organically and through acquisitions. With the acquisition of Voimatel, we will have additional skilled personnel, which enables the Group to continue to grow and develop. As a result of the acquisition, we achieve synergy gain due to the similarity between Enersense’s and Voimatel’s businesses. When we combine our expertise, we are able to operate more efficiently, improve our profitability and respond to competition. In the future, Enersense will be more able than before to advance data and energy network solutions as well as strongly growing energy services such as solar power and electric transport services.” Juha Silvola, Executive Vice President, Enersense International Plc: “The acquisition of Voimatel complements and further expands Enersense’s diverse range of services as a provider of zero-emission energy solutions. Functional data and energy networks play a key role in society, and the corporate transaction strengthens Enersense’s position as a key constructor and operator of critical network infrastructure. The creation, development and maintenance of critical communications and network infrastructure is key to the functionality and security of supply throughout Finland now and in the future. With the corporate transaction, Enersense will also receive considerable input for smart network solutions and optimisation of energy use. Voimatel in brief: Voimatel group’s revenue in 2021 was EUR 133.1 million (EUR 140.8 million in 2020), while the group’s EBITDA in 2021 was EUR 4.0 million (EUR 6.3 million in 2020) and balance sheet in 2021 was EUR 50.7 million (EUR 62.7 million in 2020). Voimatel’s financial statement follows the Finnish Accounting Standards (FAS). The group employs around 1,000 employees. Share Transaction in brief: Subject to the completion of the Share Transaction, Enersense will pay EUR 9.0 million as the Purchase Price for Voimatel’s share capital to Voimatel’s current owner KPY Co-operative. The Purchase Price will be paid in full by means of new Enersense shares to be issued in connection with the execution of the Share Transaction, which will be directed to Voimatel Oy’s owner KPY Co-operative to subscribe for. Voimatel’s net debt in the financial statement of 2021 amounted to EUR 1.1 million according to the Finnish Accounting Standards (FAS). In accordance with the terms of the Contract of Sale, Enersense will receive Voimatel’s cumulative cash flow from 1 January 2022 until the completion of the Share Transaction (the so-called locked box mechanism). The subscription price of the new Enersense shares to be paid for the Purchase Price has been agreed at EUR 7.4 per share in the Contract of Sale, corresponding to the volume-weighted average price of the Enersense share on Nasdaq Helsinki Oy’s stock market listing for [20] trading days before the Contract of Sale signature date plus a premium of about three per cent. In the Share Transaction, the maximum number of new shares is limited to 1,216,216 as payment of the Purchase Price. Directed share issue to KPY Co-operative: In addition, in a directed share issue held in connection with the signing of the Contract of Sale, the Board of Directors of Enersense decided to issue a total of 297,297 new shares under the authorisation of the Annual General Meeting on 4 April 2022, in deviation from the shareholders’ prerogative, for the subscription of KPY Co-operative. The subscription price of the new Enersense shares to be issued in the directed share issue is EUR 7.4 per share, which corresponds to the volume-weighted average price of the Enersense share on Nasdaq Helsinki Oy’s stock market listing for [20] trading days before the closing day of the share issue plus a premium of about three per cent. The total subscription price of the shares will be recorded in full in Enersense’s invested free capital fund and there will be no changes to Enersense’s share capital. After the new shares subscribed in the directed share issue have been registered with the Trade Register, the total number of shares in Enersense will be 16,293,357. The number of new shares subscribed in the directed share issue represents approximately 1.8 per cent of Enersense’s share capital after the registration of the new shares. The shares entitle Enersense to potentially distribute a full dividend and other distribution of funds, as well as producing other shareholder rights in the company from the time the shares have been entered in the Trade Register and the company’s shareholder register. Enersense will apply for the admission of new shares to public trading on Nasdaq Helsinki Oy’s stock exchange listing at the same type as Enersense’s existing shares after they are registered with the Trade Register. Other: The completion of the Share Transaction is subject to the approval of the Finnish Competition and Consumer Authority and the fulfilment of the customary terms and conditions of the Share Transaction. If the Finnish Competition and Consumer Authority issues its decision after the first stage of the acquisition notification, Enersense estimates it to take place in the final quarter of 2022. If the Finnish Competition and Consumer Authority decides to transfer the acquisition notification for further processing (the so-called second stage processing), the company estimates the decision of the Finnish Competition and Consumer Authority regarding the acquisition to take place in the first quarter of 2023. Subject to the completion of the acquisition, the transaction will have a financial impact on Enersense. At this stage, Enersense will keep its 2022 guidance unchanged until the schedule for the completion of the transaction is confirmed. Important notice This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any part of the share issue in the United States or to conduct a public offering of securities in the United States. The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction where such publication or distribution would violate applicable laws or rules or would require additional documents to be completed or registered or require any measure to be undertaken in addition to the requirements under Finnish law. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. This release does not constitute a prospectus as defined in the Prospectus Regulation and, as such, it does not constitute or form part of, and should not be construed as, an offer to sell, or a solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity in relation to any securities. No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified, does not purport to be full or complete and may be subject to change. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its securities and the transactions, including the merits and risks involved. This release includes forward-looking statements that are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. Investors should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied in the forward-looking statements. The Company or any of its affiliates, advisors or representatives or any other person undertakes no obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release. Further, there can be no certainty that the transaction will be completed in the manner and timeframe described in this release, or at all.
Enersense wins the bidding process for the construction of Elenia’s Alajärvi–Perho 110 kV power line Enersense International Plc Press release 17 June 2022 at 3:35 p.m. Enersense PN Oy, a subsidiary within the Power segment of Enersense International Plc, a provider of zero-emission energy solutions, has won the bidding process for building Elenia’s new electricity transmission connection. The contract for building the 110 kV power line, won by Enersense, is located in the municipalities of Alajärvi and Perho in the region of Ostrobothnia. The new power line will be approximately 24 kilometres long, and it will enable wind power to be connected to the electricity network in the region. The construction will start in autumn 2022, and the aim is to hand over the project to the client at the end of 2023. “We are very pleased that we were selected to carry out the contract. This project strengthens our position in the construction of high-voltage electricity networks, while enabling zero-emission generation to be connected to the network,” says Joni Parkkinen, Vice President of Transmission Networks in Enersense’s Power segment. “The green transition has significantly accelerated the construction of wind power in Finland, and this trend continues. To make the most out of zero-emission electricity generation, we need effective solutions for electricity network construction. Our partnership with Enersense in building this important power line advances Elenia’s goal to promote the fossil-free electrification of society as planned,” says Antti Kiviranta, project manager at Elenia. To be effective, an energy system needs a smart electricity network and, regarding its development, the increased use of wind and solar power requires effective technological solutions. Currently, roughly a fifth of Finland’s entire wind power generation has already been connected to Elenia’s electricity network. Elenia in brief: Elenia is the second largest distribution system operator in Finland. It provides services for 432,000 customers in Tavastia Proper, Päijänne Tavastia, Pirkanmaa, Central Finland, Southern Ostrobothnia and Northern Ostrobothnia. We produce our services in cooperation with our partner companies. We see to the functioning of the electricity network, build the electricity network and connections, meter our customers’ electricity consumption and deliver energy measurement information to electricity suppliers. We modernise the ageing electricity network into a weatherproof network and develop smart grid solutions. Our service business provides customer service and diverse services related to the electricity market for energy companies, takes care of Elenia’s procurement and construction contracting, and builds the fibre-optic network and its connections. Through our customer companies, we serve more than one million energy sector customers in Finland. We also build fibre-optic networks for the needs of our customers and the developing society.
Enersense International Plc: Flagging notification under chapter 9, section 10 of the Securities Markets Act Enersense International Plc Stock exchange release 17 June 2022 at 1:20 p.m. Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act from Virala Oy Ab. According to the notification, the shareholding of Nidoco Ab, part of Virala Oy Ab’s group, in Enersense International Plc has exceeded 25.01% of all shares and voting rights in Enersense International Plc on 16 June 2022. According to the notification, the company holds a total of 4,000,000 shares in Enersense International Plc, which corresponds to 25.01% 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 25.01 – 25.01 15,996,060 Position announced in the previous flagging notification (if applicable) 23.88 – 23.88 – 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 4,000,000 25.01 A TOTAL 4,000,000 25.01 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 Virala Oy Ab Atine Group Oy Nidoco Ab 25.01 4,000,000
Enersense has won Fingrid’s tender for the construction of the Aurora Line 400kV power line Enersense International Plc Press release 17 May 2022 at 10:15 a.m. A subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Enersense PN Oy, which operates in the business area of Power, has won a contract in Fingrid’s public procurement tendering process for the Aurora Line’s Pyhänselkä-Herva share. Aurora Line is the new electricity transmission link between Finland and northern Sweden. The value of the contract is approximately EUR 16 million. The project for the construction of the 400kV power line won by Enersense is located from the Pyhänselkä substation in Muhos to Ii and is about 80 kilometres long. Construction work will begin in autumn 2022 and the project is expected to be handed over to the client at the end of 2024. “Aurora Line will increase the transmission capacity between Sweden and Finland by approximately 900 megawatts and contribute to supporting the European Union’s climate objectives and improving the reliability of the electricity system. The project has received EUR 127 million in support from the EU’s Connecting Europe Programme. We are confident in Enersense’s delivery capability in this most important project package of the decade,” says Director Timo Kiiveri from Fingrid. “We are very pleased that we were selected to carry out this project. This is a good continuation of our long-term cooperation with Fingrid in the implementation of demanding grid projects,” says Joni Parkkinen, Vice President, Power’s Transmission Networks business area at Enersense. The decision is final after the end of the appeal period in accordance with the Procurement Act.
Enersense’s subsidiary Megatuuli and Valorem enter into a co-operation agreement on 1,500 MW wind power development projects in Finland Enersense International Plc Press release, 13 May 2022 at 9:00 a.m. Greenfield wind power developer Megatuuli Oy, a subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, and French green energy company Valorem have signed a mutual co-operation agreement targeting to develop 1,500 MW worth of wind power projects in Finland by 2025. Reaching the goal would bring new investments to Finland totaling 1.5 billion EUR. The term of the agreement spans three years and covers the companies’ current mutual wind power projects in addition to new wind power projects. The two companies have previously collaborated in multiple wind power projects including Saunamaa in Kurikka/Teuva, Suolakangas in Kauhajoki, and Kalistanneva and Matkussaari in Kurikka. These projects, investments amounting to almost half a billion EUR, are currently in operation or under construction. The completed projects as well as projects under development play a major role in the shift towards greener energy in Finland along with achieving greater electricity self-sufficiency. Upon completion these projects would meet 6 per cent of Finnish annual electricity demand. “Domestic and international interest toward wind power investments has risen in recent years and has really surged during the past few months”, remarks Lauri Lammivaara, Vice President of wind power development in Enersense. Megatuuli in brief Enersense acquired on 1 February 2022 Megatuuli Oy, a Finnish onshore wind power development company established in 2010, which operations focus on early-stage development work in wind power projects. Megatuuli currently has in its project pipeline 3,000 MW worth of wind power projects under development and in pre-feasibility phase. Seven wind power projects have been developed and built or are under construction by Megatuuli and its partners, consisting of 41 wind power plants. The total investment value of these projects is around EUR 250 million. Tyrinselkä, the first project that progressed to the construction phase, has been producing wind power since 2016 and was after its commissioning the wind power farm with the best capacity factor.
Enersense updates its long-term financial targets Enersense International Plc Stock exchange release, 3 May 2022 at 9:30 a.m. The Board of Directors of Enersense International Plc, a provider of zero-emission energy solutions, has decided to update the company’s long-term financial targets. The new financial targets are more in line with the company’s business model following the implementation of its corporate transactions and reflect more accurately Enersense’s vision for the company’s long-term growth strategy. On 4 October 2021, Enersense acquired Enersense Offshore that focuses on offshore wind power products, and on 1 February 2022, Megatuuli, an onshore wind power development company. Furthermore, on 14 February 2022, Enersense made an investment in P2X Solutions, Finland’s first green hydrogen production company. Following the corporate transactions, Enersense expands its role in the value chain. In addition of being a provider of project design, project implementation, maintenance and management services, Enersense will become a key producer, owner and project developer of zero-emission energy. As a result, the company’s profitability will improve, the nature of its business will become steadier, and project risks will decrease. The updated long-term financial targets are: revenue of EUR 500 million and profitability of EUR 100 million (EBITDA) in 2027 proportion of low-emission and zero-emission projects of the company’s revenue 75–80% in 2027 The long-term revenue targets are based on the existing project development portfolio of the current construction business and onshore wind power, as well as on the growth of offshore wind power (a total of EUR 400 million). In addition, Enersense will make significant investments in the production of renewable energy (EUR 100 million), which will require considerable capital investments from the company. During the next few years, Enersense will actively seek various kinds of equity-based financing arrangements to enable energy production. Capital investments are expected to total around EUR 300 million. “Following the previously announced corporate transactions, we are updating our financial targets to better reflect the future Enersense. The financial targets reflect the nature of the company’s long-term business, which will change from the current project and construction business to also include energy production,” says Jussi Holopainen, CEO of Enersense. Enersense’s previous financial targets were to achieve a revenue of EUR 300 million organically and a 10% profitability (EBITDA) by 2025. The company also sought to increase the proportion of low-emission and zero-emission energy projects from 50% to 75% of its revenue by 2025. Capital Markets Day on 3 May You are welcome to hear more about the subject at the Capital Markets Day for shareholders, investors, analysts and bank and media representatives held on 3 May 2022 from 1 to 4 pm. The event can be followed live via webcast: https://enersense.videosync.fi/2022-cmd. Based on the current estimate, max. 40 people can attend the event in the centre of Helsinki, at Sanomatalo’s Studio Eliel. Seats for analysts, institutional investors and media representatives will be filled in the order of registration. Please send your registration for the event to: tommi.manninen@enersense.com.
Enersense looks into building its own solar power plant in Pori’s Mäntyluoto Enersense International Plc Press release 2 May 2022 at 12:20 p.m. Enersense International Plc, a provider of zero-emission energy solutions, is planning on building a 20 MW solar power plant in Mäntyluoto in Pori. A study of the project is currently underway, and an investment decision will be made later. The size of the investment is 10-12 million euros. The solar power plant would come on the same plot where Enersense Offshore Oy, specialised in offshore wind power, already operates. “This is one of Finland’s largest solar power projects to date. Another great thing about the Mäntyluoto project is that in the future we would be able to produce emission-free energy ourselves to meet Enersense Offshore’s requirements,” says Jussi Holopainen, President and CEO. Enersense Offshore Oy leases the shipyard area in Mäntyluoto, a total of 110 hectares including land and sea areas, from Suisto Kiinteistöt Oy, a company wholly owned by the municipality of Pori. The solar power plant is calculated to require a land area of around 28 hectares. “Enersense sees good potential for growth in solar power and we have organized our own operations by setting up a solar power unit to be able to meet the growing demand in the best way possible. Solar power supports Enersense’s wide range of zero-emission energy services very well,” says Juha Silvola, EVP of Power business area. Capital Markets Day on 3 May You are welcome to hear more about the subject at the Capital Markets Day for shareholders, investors, analysts and bank and media representatives held on 3 May 2022 from 1 to 4 pm. The event can be followed live via webcast: https://enersense.videosync.fi/2022-cmd. Based on the current estimate, max. 40 people can attend the event in the centre of Helsinki, at Sanomatalo’s Studio Eliel. Seats for analysts, institutional investors and media representatives will be filled in the order of registration. Please send your registration for the event to: tommi.manninen@enersense.com.
