Enersense International Plc: Flagging notification under chapter 9, section 10 of the Securities Markets Act Enersense International Plc Stock exchange release 15 November 2021 at 16:15 p.m. Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act from Verman Group Oy. According to the notification, the shareholding of Verman Group Oy in Enersense International Plc has exceeded 10% of all shares and voting rights in Enersense International Plc on 12 November 2021. According to the notification, the company holds a total of 1,342,634 shares in Enersense International Plc, which corresponds to 10.021% of all shares and voting rights in Enersense International Plc. According to the notification, the total position of the party under the flagging obligation is: % of shares and voting rights % of shares and voting rights through financial instruments Total % Total number of shares and voting rights of issuer Resulting situation on the date on which threshold was crossed or reached 10.021% – 10.021% 13,397,729 Position announced in the previous flagging notification (if applicable) 9.617% 9.617% Notified details of the resulting situation on the date on which the threshold was crossed or reached: A: Shares and voting rights Class/type of sharesISIN code (if possible) Number of shares and voting rights % of shares and voting rights Direct(SMA 9:5) Indirect(SMA 9:6 and 9:7) Direct(SMA 9:5) Indirect(SMA 9:6 and 9:7) FI4000301585 1,342,634 – 10.021% – A TOTAL 1,342,634 10.021% Information about the party under the flagging obligation and about the entire chain of controlled undertakings through which shares, voting rights or financial instruments are effectively held: Name % of shares and voting rights % of shares and voting rights through financial instruments Total shares, voting rights and financial instruments Verman Group Oy 10.021% – 10.021%
Enersense’s Jaakko Eskola elected as the chair of Technology Industries of Finland Enersense International Plc Press release 11 November 2021 at 6:00 p.m. Jaakko Eskola, Chair of the Board of Directors of Enersense International Plc, a provider of zero-emission energy solutions, has been elected Chair of the Board of Technology Industries of Finland for 2022. “I find the added value created through sustainable development very important and I am happy to advance it with the member companies. I am interested in all the technological opportunities that we, as an industry, can deliver globally to customers, the environment, and the ecosystem as a whole,” says Eskola. Eskola has been a member of the Technology Industries of Finland’s Board from 2014 to 2020. In addition, he is a member of the Board of Directors of Cargotec Oyj and Chair of the Board of Directors of Neles Oyj and Suominen Oyj. Eskola worked as Wärtsilä’s CEO from 2015 to 2021. The Technology Industries of Finland is a lobbying organisation for industry and labour market that promotes the competitiveness and operational preconditions of Finland’s key export sector. There are approximately 1,600 member companies in the Technology Industries of Finland and the organisation is committed to Finland’s carbon neutrality target in 2035.
Enersense International Plc: Flagging notification under chapter 9, section 10 of the Securities Markets Act Enersense International Plc Stock exchange release 9 November 2021 at 5:45 p.m. Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act from Janne Vertanen. According to the notification, the shareholding of Janne Vertanen and entities controlled by him, in Enersense International Plc has exceeded 10% of all shares in Enersense International Plc on 8 November 2021. According to the notification, Janne Vertanen and entities controlled by him hold a total of 1,344,425 shares in Enersense International Plc, which corresponds to 10.035% of all shares and voting rights in Enersense International Plc. According to the notification, the total position of the party under the flagging obligation is: % of shares and voting rights % of shares and voting rights through financial instruments Total % Total number of shares and voting rights of issuer Resulting situation on the date on which threshold was crossed or reached 10.035% – 10.035% 13,397,729 Position announced in the previous flagging notification (if applicable) 9.818% 9.818% Notified details of the resulting situation on the date on which the threshold was crossed or reached: A: Shares and voting rights Class/type of sharesISIN code (if possible) Number of shares and voting rights % of shares and voting rights Direct(SMA 9:5) Indirect(SMA 9:6 and 9:7) Direct(SMA 9:5) Indirect(SMA 9:6 and 9:7) FI4000301585 26,916 1,317,509 0.201% 9.834% A TOTAL 1,344,425 10.035% Information about the party under the flagging obligation and about the entire chain of controlled undertakings through which shares, voting rights or financial instruments are effectively held: Name % of shares and voting rights % of shares and voting rights through financial instruments Total shares, voting rights and financial instruments Verman Group Oy 9.834% – 9.834% Janne Vertanen 0.201% – 0.201%
Enersense International Plc´s financial reporting and Annual General Meeting in 2022 Enersense International Plc Stock Exchange Release 2 November 2021 at 1:30 p.m. Enersense International Plc´s Financial Statements Bulletin for the year 2021 will be published on 28 February 2022. Enersense’s Financial Statements and Operating and Financial Review for 2021 will be published during week 10. In addition, Enersense will publish two Business Reviews and a Half-year Financial Report in 2022: January-March on 29 April 2022 January-June on 4 August 2022 January-September 28 October 2022 Enersense International Plc´s Annual General Meeting 2022 in planned to be held on 4 April 2022. Enersense’s Board of Directors will summon the Annual General Meeting at a later date. Possible request from a shareholder to have a matter dealt with by the Annual General Meeting shall be submitted in writing no later than 15 February 2022 to Enersense International Plc/Legal, Konepajanranta 2, 28100 Pori or by e-mail to yhtiokokous@enersense.com.
Enersense International Plc’s January-September 2021 Business Review: Guidance remains unchanged – operations are progressing in line with the strategy Enersense International Plc Stock Exchange Release 2 November 2021 at 12:45 p.m. This release is a summary of Enersense International Plc’s January-September 2021 Business Review. The complete report is attached to this release as a pdf file. It is also available on the company’s website at www.enersense.com/investors. July-September 2021 • Turnover EUR 58.3 million (48.2), +21.0% year-on-year • EBITDA EUR 2.9 million (4.6), EBITDA margin 5.1% (9.6) • Operating profit EUR 0.4 million (2.8), profit margin 0.7% (5.8) • Order backlog EUR 272.0 million at the end of the third quarter (30 September 2020: 160.0 million) • Adjusted EBITDA EUR 4.4 million (4.9), or 7.5% (10.3) of turnover • Adjusted operating profit EUR 2.6 million (3.5), or 4.5% (7.2) of turnover • The figures concerning the business operations that were transferred to Enersense through the Empower acquisition are included in the Group’s figures from August 2020. January-September 2021 • Turnover EUR 173.2 million (79.4), +118.1% year-on-year • EBITDA EUR 10.5 million (6.0), EBITDA margin 6.0% (7.6) • Operating profit EUR 2.8 million (3.6), profit margin 1.6% (4.5) • Adjusted EBITDA EUR 11.7 million (6.3), or 6.8% (8.0) of turnover • Adjusted operating profit EUR 6.1 million (4.3), or 3.5% (5.4) of turnover • Earnings per share EUR 0.07 (0.32) • Total number of shares 13,397,729 (30 September 2021) • The figures concerning the business operations that were transferred to Enersense through the Empower acquisition are included in the Group’s figures from August 2020. Key indicators 7–9 / 2021 7–9 / 2020 1–9 / 2021 1–9 / 2020 1–12 / 2020 Turnover (EUR 1,000) 58,271 48,168 173,200 79,407 147,460 EBITDA (EUR 1,000) 2,948 4,619 10,451 6,024 9,775 EBITDA, % 5.1 9.6 6.0 7.6 6.5 Adjusted EBITDA (EUR 1,000) *) 4,353 4,938 11,734 6,342 11,510 Adjusted EBITDA, % *) 7.5 10.3 6.8 8.0 7.8 Operating profit (1,000 EUR) 388 2,788 2,787 3,568 4,780 Operating profit, % 0.7 5.8 1.6 4.5 3.2 Adjusted operating profit (EUR 1,000) *) 2,600 3,489 6,138 4,269 7,474 Adjusted operating profit, % *) 4.5 7.2 3.5 5.4 5.1 Result for the period (EUR 1,000) 33 2,185 624 2,487 2,379 Equity ratio, % 37.0 16.6 37.0 16.6 15.7 Gearing, % -4.7 106.1 -4.7 106.1 52.3 Return on equity, % 0.1 16.9 1.9 19.4 19.3 Earnings per share, EUR 0.01 0.22 0.07 0.32 0.27 * Reconciliation of adjusted key indicators: Note 11 The figures concerning the business operations that were transferred to Enersense through the Empower acquisition are included in the Group’s figures from August 2020. Jussi Holopainen, CEO “In line with our growth strategy, we are seeking growth both organically and inorganically, and we succeeded in both in the review period. The Empower integration has progressed as planned, and our joint operations have developed in accordance with the goals in all areas. In 2021, our performance and turnover are distributed more evenly between the second, third and fourth quarters. This is due to the cyclical nature of our project business: project start-ups and progress affect how turnover and profit are distributed between the quarters. Our full-year guidance remains unchanged: turnover EUR 215–245 million, adjusted EBITDA EUR 17–20 million, and the adjusted operating profit EUR 8–11 million. Our order backlog has increased considerably during the year. Our order backlog stood at EUR 272 million at the end of September, compared with EUR 160 million at the end of September 2020. Our order backlog has increased by 70%. After a quiet July, the results of our segments developed moderately during the review period. The increase in the Smart Industry segment’s quotation base indicates a continued good demand. In the Power segment, the order backlog decreased year-on-year. We have maintained our profitability target, and the Power segment’s EBITDA has improved by around 500% compared with the third quarter of 2020. In the Connectivity segment, demand is slightly lower than in the previous year. The International Operations segment’s turnover increased from the first half of the year, which was due to a good order backlog and seasonal fluctuations in the Baltic countries. Following our transfer to the main list of the Nasdaq Helsinki, we have continued to implement our growth strategy. At the beginning of October, we acquired the share capital of Pori Offshore Constructions Ltd, a company specialising in offshore wind power. At the same time, Enersense moved up in the value chain for renewable energy production projects, from installation services to comprehensive deliveries. Pori Offshore Constructions has significant expertise in project implementation related to offshore wind power, which provides Enersense with an entirely new business opportunity. Investments of nearly EUR 800 billion are needed for the implementation of the EU strategy on offshore renewable energy by 2050. The completed acquisitions and plans for inorganic growth in line with our strategy require a great deal from our organisation in terms of up-to-date, consistent and scalable systems, for example. We started an extensive ERP renewal project during the third quarter. Highly competent and enthusiastic employees play a key role in our company’s success and development opportunities. During the third quarter, two new members joined our Group Executive Team to further strengthen our expertise. Mikko Jaskari started as Chief Financial Officer of Enersense on 2 August 2021, and Hanna Reijonen as SVP, HR, on 6 September 2021. Anna Lindén, EVP, Connectivity, left the company in August, and Juha Silvola, EVP, Power, is serving as Interim EVP, Connectivity, in an acting capacity. The energy transition and zero-emission energy solutions are progressing rapidly on many fronts in Finland and globally. This provides Enersense with plenty of opportunities now and in the future, thanks to our broad range of services.” Pori 2 November 2021 Enersense International Plc Board of Directors enersense_liiketoimintakatsaus_q3_2021_EN
Enersense has won Fingrid’s tendering regarding the renewal of Luukkala substation Enersense International Plc Press release 28 October 2021 at 1:00 p.m. A subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Empower PN Oy, which operates in the business area of Power, has won a contract in Fingrid’s public procurement tendering regarding the renewal of Luukkala substation. The value of the contract agreement is approximately 6 million euros, and the project is scheduled to be handed over to the customer at the end of 2023. Luukkala substation is located in South Karelia, where it strengthens the connections of the national grid and the transmission of electricity in the Lappeenranta region among others. In the project, the outdoor switchgear at the 110 kV substation in Luukkala will be converted into an indoor switchgear, utilising the SF6-free gas-insulated GIS equipment. ”We want to act as a pioneer in utilising environmentally friendly technology. New innovations allow us to phase out the use of SF6 insulation gas, which is harmful for the climate, in conjunction with substation renewals. We are already utilising SF6-free technology in many of our projects and our ambitious goal is for all the new 110 kV GIS instruments to represent new, environmentally friendly insulation technology from 2025 onwards,” notes Timo Kiiveri, Head of Asset Management at Fingrid. The project is important for Enersense because it utilises the SF6-free gas-insulated GIS switchgear. “Enersense’s strategy is to play a major role in implementing zero-emission projects on the way towards a carbon-neutral, environmentally friendly society. It is great to be able to implement this project, which at the same time enables us to learn and apply new substation technology in practice. The project represents to us an opening move for substations with GIS technology and enables providing similar environmentally friendly solutions for the rest of the customer base,” says Antti Keskinen, Vice President of Power’s substation business. The decision shall be legal after the end of the appeal period under the Act on Public Procurement and Concession Contracts.
Enersense has been chosen as a contractor to construct a pontoon for the port of HaminaKotka Enersense International Plc Press release, 25 October 2021 at 3:45 p.m. Pori Offshore Constructions Ltd, which operates in the Smart Industry business area of Enersense International Plc, a provider of zero-emission energy solutions, has signed an agreement with HaminaKotka Satama Oy on the construction of a pontoon. The pontoon will be constructed at Enersense’s site in Mäntyluoto, Pori. The project will be carried out as a lump-sum contract, and it consists of the construction of a pontoon weighing approximately 610 tonnes and a ramp weighing approximately 200 tonnes. The pontoon is specifically designed for loading and unloading operations of ro-ro vessels as an extension for the existing pier. A ro-ro (roll-on/roll-off) vessel refers to a ship on which the loading takes place by rolling from the side, stern or bow of the vessel and no crane is required to load it. HaminaKotka Satama Oy invests in and develops the possibilities for the ro-ro terminal to increase capacity and to create conditions for the port’s customers and operators to receive even larger vessels and flows of goods also in the future. The design of the ramp has taken into account the needs of the shipping companies and the port operator, as well as their views on vessels and cargo handling in the near future. At its peak, the workforce required for the project will be around 80 to 90 people. Employees currently laid off at Pori Offshore Constructions Ltd will be invited back to work as the project progresses. The value of the transaction is significant compared to Pori Offshore Constructions’ current turnover. The project begins immediately, and the pontoon is scheduled to be completed in the summer 2022. Through a transaction completed on 4 October 2021 Enersense International Plc acquired the entire share capital of Pori Offshore Constructions Ltd. The agreement signed now with HaminaKotka Satama Oy is Pori Offshore Construction’s first agreement as part of Enersense.
Enersense updates its disclosure policy Enersense International Plc Stock Exchange Release, 4 October 2021 at 6:00 p.m. The Board of Directors of Enersense International Plc has on 4 October 2021 approved an updated disclosure policy which sets out the principles and procedures applied by Enersense International Plc in relation to the communication with capital market representatives and the media. The key change in the disclosure policy concerns the disclosure of customer orders and contracts through a stock exchange release. Previously the company has not specified in the disclosure policy a threshold for customer orders and contracts, which, when exceeded, is deemed to constitute disclosure obligation for the company in relation to such customer order or contract. From now on, the company publishes new customer orders and contracts as insider information through a stock exchange release when the expected value of the customer order or contract exceeds ten per cent (10%) of Enersense group’s preceding financial year’s turnover or when the company deems the customer order or contract to be otherwise material or strategically significant. The evaluation of the materiality of the customer orders and contracts may be proportioned to the pro forma revenue published for the preceding financial year and prepared due to, for example, corporate transaction (such as the acquisition of the Empower group in 2020), if appropriate at the time of evaluation and taking into account the size of the business operations. The change in the disclosure policy will enter into force immediately. The updated disclosure policy is attached to this stock exchange release and available on the company’s website. Disclosure policy
Enersense acquires the share capital of Pori Offshore Constructions Ltd, a company specialising in offshore wind power Enersense International Plc Insider information 4 October 2021 at 13.00 p.m. Through a transaction completed on 4 October 2021, Enersense Works Ltd, a subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, has acquired the entire share capital of Pori Offshore Constructions Ltd. Enersense Works belongs to the Smart Industry segment of Enersense group. The business operations of Pori Offshore Constructions Ltd, a Finnish company, are based on products related to offshore wind power and renewable energy. The company’s intellectual property rights and its expertise in implementing complex steel and high-pressure pipeline networks enable Enersense to move up in the value chain for renewable energy production projects, from installation services to comprehensive deliveries. The acquisition will also provide Enersense with new business opportunities in bioenergy, gas, hydrogen and hydropower projects, for example. Pori Offshore Constructions Ltd has previously delivered the frame for the world’s first floating offshore wind power plant, as well as the world’s first offshore wind power plant pilot project for demanding icy conditions and later the foundations for an entire wind farm operating in icy conditions. The company is applying for a design right for a platform solution it has developed especially for the part of the Baltic Sea that freezes during the winter. Jussi Holopainen, CEO, Enersense International Plc: “The acquisition is part of the implementation of Enersense’s growth strategy. We are seeking growth both organically and through acquisitions. Pori Offshore Constructions has significant expertise in project implementation related to offshore wind power. This provides Enersense with a new business opportunity in developing zero-emission energy solutions in line with our strategy. We are investing in future market potential, expertise and technology. The Baltic Sea and the North Sea regions offer excellent conditions for producing offshore wind power. In accordance with the EU strategy on offshore renewable energy, the goal is to increase Europe’s offshore wind capacity from its current level of 12 GW to 300 GW by 2050. Investments of nearly EUR 800 million are needed to achieve this goal. Together, Pori Offshore Constructions and Enersense have good opportunities to respond to the rapidly growing demand for offshore renewable energy.” Information about the acquisition: The turnover of Pori Offshore Constructions Oy in 2020 was EUR 3.8 million (5.5 million in 2019). Its EBITDA in 2020 was around EUR 0.7 million (0.4 million in 2019), and its balance sheet in 2020 was around EUR 7.5 million (18.3 million in 2019). Pori Offshore Constructions Ltd’s quotation base is EUR 1.2 billion, mainly distributed over 2022–24. The company has 133 employees. The basic purchase price of the share capital is EUR 1.0. In addition, potential additional purchase price will be paid based on the EBITDA of Pori Offshore Constructions Ltd for 2022–25 in accordance with the terms and conditions of the sale and purchase agreement. The additional purchase price is estimated to be less than EUR 0.5 million. In connection with the transaction, Pori Offshore Constructions Ltd executed a sale and leaseback arrangement concerning its land area and buildings in Mäntyluoto in Pori. Through the arrangement, it sold the land area and buildings to Suisto Kiinteistöt Ltd, a company owned by the municipality of Pori, for EUR 8.0 million and entered into a five-year lease concerning these. The lease includes Pori Offshore Constructions Ltd’s option for a five-year extension period. The lease liability is around EUR 4.0 million for the five-year period. After the five-year term, the lease will continue until further notice. In connection with the transaction, the parties have agreed that Suisto Kiinteistöt will be responsible for the environmental liabilities related to the land area. The purchase price and the additional purchase price will be paid in cash and will be financed by means of Enersense’s cash assets. The transaction does not affect Enersense’s 2021 financial guidance. Pori Offshore Constructions will be reported as part of Enersense’s Smart Industry segment.
Enersense International Plc – Managers’ transactions – MBÅ Invest Oy Enersense International Plc Stock Exchange Release, 24 September 2021 at 13:00 p.m. ____________________________________________ Person subject to the notification requirement Name: MBÅ Invest Oy Position: Closely associated person (X) Legal Person (1): Person Discharging Managerial Responsibilities in the Issuer Name: Petri Suokas Position: Member of the Board/Deputy member (2): Person Discharging Managerial Responsibilities in the Issuer Name: Jussi Holopainen Position: Chief Executive Officer (3): Person Discharging Managerial Responsibilities in the Issuer Name: Jaakko Leivo Position: Other senior manager Issuer: Enersense International Plc LEI: 743700XSMVPR48XIML56 Notification type: INITIAL NOTIFICATION Reference number: 743700XSMVPR48XIML56_20210922151304_2 ____________________________________________ Transaction date: 2021-09-22 Outside a training venue Instrument type: SHARE ISIN: FI4000301585 Nature of the transaction: TERMINATION OF PLEDGE Transaction details (1): Volume: 1 846 154 Unit price: N/A Aggregated transactions (1): Volume: 1 846 154 Volume weighted average price: N/A
Enersense has won Fingrid’s tendering regarding the Pyhänselkä-Raahe power line Enersense International Plc Press release, 22 September 2021 at 11:00 a.m. A subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Empower PN Oy, which operates in the business area of Power, has won a contract in Fingrid’s public procurement tendering. The contract entails construction of six-kilometre 110 kV power line between Pyhänselkä and Raahe and alteration works implemented alongside the construction. The project consists of preparations and planning, the dismantling of the existing power line, and the construction of a new power line as well as the alteration works included in the project. The project begins immediately and is expected to be completed in autumn 2022. “The project located at Muhos strengthens the region’s grid and enables also the planned production of new wind power capacity to be connected to the grid”, says Ritva Laine from Fingrid Plc.
Enersense International Plc – Managers’ transactions – MBÅ Invest Oy Enersense International Plc Stock Exchange Release 14 September 2021 at 2:30 p.m. Person subject to the notification requirement Name: MBÅ Invest Oy Position: Closely associated person (X) Legal Person (1): Person Discharging Managerial Responsibilities in the Issuer Name: Petri Suokas Position: Member of the Board/Deputy member (2): Person Discharging Managerial Responsibilities in the Issuer Name: Jussi Holopainen Position: Chief Executive Officer (3): Person Discharging Managerial Responsibilities in the Issuer Name: Jaakko Leivo Position: Other senior manager Issuer: Enersense International Plc LEI: 743700XSMVPR48XIML56 Notification type: INITIAL NOTIFICATION Reference number: 743700XSMVPR48XIML56_20210913204705_2 ____________________________________________ Transaction date: 2021-09-13 Venue: NASDAQ HELSINKI LTD (XHEL) Instrument type: SHARE ISIN: FI4000301585 Nature of the transaction: DISPOSAL Transaction details (1): Volume: 500 000 Unit price: 9.10 EUR Aggregated transactions (1): Volume: 500 000 Volume weighted average price: 9.10 EUR
Enersense International Plc: Flagging notification under chapter 9, section 10 of the Securities Markets Act Enersense International Plc Stock Exchange Release 14 September 2021 at 9.30 am Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act from MBÅ Invest Oy. According to the notification, the shareholding of MBÅ Invest Oy in Enersense International Plc has fallen to 16.82% of all shares in Enersense International Plc on 13 September 2021. According to the notification, the company holds a total of 2 253 072 shares in Enersense International Plc, which corresponds to 16.82% of all shares and voting rights in Enersense International Plc. According to the notification, the total position of the party under the flagging obligation is: % of shares and voting rights % of shares and voting rights through financial instruments Total % Total number of shares and voting rights of issuer Resulting situation on the date on which threshold was crossed or reached 16.82% – 16.82% 13 397 729 Position announced in the previous flagging notification (if applicable) Notified details of the resulting situation on the date on which the threshold was crossed or reached: A: Shares and voting rights Class/type of sharesISIN code (if possible) Number of shares and voting rights % of shares and voting rights Direct(SMA 9:5) Indirect(SMA 9:6 and 9:7) Direct(SMA 9:5) Indirect(SMA 9:6 and 9:7) FI4000301585 2 253 072 – 16.82% – A TOTAL 2 253 072 16.82% Information about the party under the flagging obligation and about the entire chain of controlled undertakings through which shares, voting rights or financial instruments are effectively held: Name % of shares and voting rights % of shares and voting rights through financial instruments Total shares, voting rights and financial instruments MBÅ Invest Oy 16.82% – 16.82%
Enersense International Plc’s Shareholders’ Nomination Board Enersense International Plc Stock Exchange Release 6 September 2021 at 6:20 p.m. Enersense International Plc’s Annual General Meeting decided on 19 March 2021 to establish a Shareholders’ Nomination Board. Each year, the Nomination Board prepares and presents to the Annual General Meeting and, if necessary, to the Extraordinary General Meeting proposals on the remuneration, number and members of the Board of Directors. The Nomination Board consists of three members, of whom the three largest shareholders of the company are each entitled to nominate one member. At the request of the Committee, the Chairman of the Board of Directors may act as an expert on the Nomination Board without membership or the right to vote. According to the shareholders’ register maintained by Euroclear Finland Ltd, the three shareholders who hold the largest share of the votes cast by all the company’s shares on the first working day of September preceding the Annual General Meeting have the right to nominate members representing shareholders. The following members have been appointed to Enersense International Plc’s Shareholders’ Nomination Board: • Risto Takkala, MBÅ Invest Oy • Alexander Ehrnrooth, Nidoco AB • Kyösti Kakkonen, Joensuun Kauppa ja Kone Oy The now appointed Nomination Board will forward its proposals for the 2022 Annual General Meeting to the Board of Directors by 31 January 2022.
Hanna Reijonen appointed as Enersense’s Senior Vice President, Human Resources Enersense International Plc Stock Exchange Release 31 August 2021 at 2:00 p.m. Hanna Reijonen, 48, has been appointed as Enersense International Plc’s new Senior Vice President, Human Resources (HR), and a member of the Group Executive Team starting from 6 September 2021. Reijonen has previously served as a Senior Vice President, HR of Posti Group Plc in 2018-2021. Reijonen has also worked as a Head of HR at Tieto Finland as well as in different HR management positions at Ericsson and Accenture. Reijonen has a master’s degree in Economics and Business Administration. “I am pleased to have Hanna Reijonen’s extensive expertise at the use of our company. Enthusiastic and competent staff are at the core of what we do, and I believe that Hanna and her team can best be responsible for developing our culture, personnel wellbeing and capabilities as part of the ongoing energy and digital revolution,” says CEO Jussi Holopainen. “Enersense is clearly on a roll and a lot of interesting things are happening. I look forward to getting to know my new colleagues in more detail and supporting Enersense’s strong growth journey as a provider of zero-emission energy solutions,” Reijonen says.
Changes in Enersense’s Board of Directors and Committees Enersense International Plc Stock Exchange Release 31 August 2021 at 1:00 p.m. The Board of Directors of Enersense International Plc, a provider of zero-emission energy solutions, has today elected Sirpa-Helena Sormunen as the new Vice Chairman of the Board of Directors. In addition, Päivi Jokinen was elected as a new member of the Audit Committee of the Board of Directors and Jaakko Eskola as a new member of the Remuneration Committee of the Board of Directors. Enersense announced on 30 August 2021 that Markku Kankaala, member of the Board of Directors and Vice Chairman, has announced his resignation from the Board of Directors on 30 August 2021. At the same time, Kankaala also left the Audit and Remuneration Committees of the Board of Directors. After the change, the members of the Audit Committee will be Sari Helander (Chairman), Petri Suokas and Päivi Jokinen. The members of the Remuneration Committee are Herkko Plit (Chairman), Sirpa-Helena Sormunen and Jaakko Eskola.
Change in the Board of Directors of Enersense International Plc Enersense International Plc Stock exchange release 30 August 2021 at 12:45 p.m. Markku Kankaala, a member and vice chairman of the Board of Directors of Enersense International Plc, a provider of zero-emission energy solutions, has announced his resignation from the Board of Directors of the company on 30 August 2021. Kankaala also resigns from the audit and remuneration committees of the Board of Directors. Following the resignation, the Board of Directors of Enersense International Plc consists of six members. The Board of Directors will convene without delay to elect new vice chairman and members to the audit and remuneration committees to replace Mr. Kankaala. Enersense wishes to thank you Mr. Kankaala who has served in the Board since 2020 for his input in developing the company.
Change in the Group Executive Team of Enersense International Plc Enersense International Plc Stock Exchange Release, 16 Augut 2021 at 10:00 a.m. Anna Lindén, Executive Vice President, Connectivity, and a member of the Group Executive Team at Enersense International plc leaves her position in the company, based on her own request. Lindén will leave the company during September and intends to focus on board and interim management work in the future. EVP, Power, Juha Silvola will take over the role as EVP, Connectivity, in an acting capacity going forward, in addition to his current role heading the Power division. ”I would like to thank Anna for the great work she has done for the company and wish her the best of success in her future challenges” says Enersense CEO Jussi Holopainen.
Enersense International Plc Half-year report 2021: Positive result and market Enersense International Plc Stock Exchange Release 13 August 2021 at 12 p.m. This release is a summary of Enersense International Plc’s January-June 2021 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 2021 Turnover EUR 61.6 million (16.4), +275.2% year-on-year EBITDA EUR 5.8 million (1.1), EBITDA margin 9.4% (6.4) Operating profit EUR 3.0 million (0.7), profit margin 4.9% (4.4) Order backlog EUR 301 million at the end of the second quarter of 2021 (319 million at the end the first quarter of 2021) Adjusted EBITDA EUR 4.8 million (1.1), or 7.8% (6.4) of turnover Adjusted operating profit EUR 2.8 million (0.7), or 4.5% (4.4) of turnover The figures concerning the business operations that were transferred to Enersense through the Empower acquisition are included in the Group’s figures from August 2020. January–June 2021 Turnover EUR 114.9 million (31.2), +267.7% year-on-year EBITDA EUR 7.5 million (1.4), EBITDA margin 6.5% (4.5) Operating profit EUR 2.4 million (0.8), profit margin 2.1% (2.5) Order backlog EUR 301 million at the end of the second quarter of 2021 (292 million at the end of 2020) Adjusted EBITDA EUR 7.4 million (1.4), or 6.4% (4.5) of turnover Adjusted operating profit EUR 3.5 million (0.8), or 3.1% (2.5) of turnover Earnings per share EUR 0.06 (0.06) Total number of shares 13,397,729 (30 June 2021) Guidance for the 2021 financial period remains unchanged The figures concerning the business operations that were transferred to Enersense through the Empower acquisition are included in the Group’s figures from August 2020. Key indicators 4-6/2021 4-6/2020 1-6/2021 1-6/2020 1-12/2020 Turnover (EUR 1,000) 61,621 16,409 114,929 31,238 147,460 EBITDA (EUR 1,000) 5,822 1,055 7,504 1,405 9,775 EBITDA, % 9.4 6.4 6.5 4.5 6.5 Adjusted EBITDA (EUR 1,000)* 4,816 1,055 7,381 1,405 11,510 Adjusted EBITDA, %* 7.8 6.4 6.4 4.5 7.8 Operating profit (EUR 1,000) 3,017 717 2,399 780 4,780 Operating profit, % 4.9 4.4 2.1 2.5 3.2 Adjusted operating profit (EUR 1,000)* 2,754 717 3,538 780 7,474 Adjusted operating profit, %* 4.5 4.4 3.1 2.5 5.1 Result for the period (EUR 1,000) 1,922 338 591 302 2,379 Equity ratio, % 34.4 26.1 34.4 26.1 15.7 Gearing, % -15.6 55.6 -15.6 55.6 52.3 Return on equity, % 5.0 4.7 1.8 4.2 19.3 Earnings per share EUR 0.16 0.06 0.06 0.06 0.27 * Reconciliation of adjusted key indicators: Note 11 1) Items outside the ordinary course of business according to the management’s judgement that are related to mergers and acquisitions and/or restructuring, as well as significant redundancy costs 2) Amortisation of customer relationships and order backlog 3) Gains on the sale of fixed assets Managing director Jussi Holopainen: “Our company’s profitability developed in the right direction during the first half of 2021, and the market outlook remains very positive. Our turnover increased to EUR 114.9 million (+267.7%), and our adjusted EBITDA to EUR 7.4 million (1.4), or 6.4% (4.5) of turnover. Our adjusted operating profit was EUR 3.5 million (0.8), or 3.1% (2.5) of turnover. (The figures concerning the business operations that were transferred to Enersense through the Empower acquisition are included in the Group’s figures from August 2020.) Our order backlog stood at EUR 301 million at the end of June. Our segments’ order backlogs have developed in line with expectations, and the order backlog has remained at a good level during the first six months of the year. The performance of the Smart Industry segment and the Power segment developed favourably during the review period. The project profitability of the Smart Industry segment was better than expected, which was reflected in its result. Demand in the Power segment continued to be strong, and the order backlog increased as expected. The Connectivity segment’s result decreased due to challenging weather conditions in fixed networks during the winter and spring, and in mobile networks during the winter, as well as the smaller size of fixed network projects. Challenging weather conditions also had a negative impact on the EBITDA of the International Operations segment in the review period. Winter is often challenging for us because of the weather conditions, and we expect our performance to develop favourably in the second half of the year. We are optimising our business operations. In May, we signed an agreement on the sale of the entire share capital of Värväämö Oy, our subsidiary offering personnel services for the construction industry. Our company continues to have expertise in personnel services, as well as capacity for project resourcing and internal scaling. The resourcing unit operates as part of our Smart Industry segment. In May, we announced that we had completed negotiations on refinancing our operations. We are pleased to have new partners to support the development and growth of our operations. In May, we transferred from applying the Finnish Accounting Standards (FAS) to international IFRS reporting. In June, we were listed on the Nasdaq Helsinki. We successfully executed a directed share issue of 1,775,000 new shares, raising around EUR 16 million. I am very pleased with the outcome of the share issue, which supports our vision of being a creator of zero-emission energy solutions. The share issue in June was a good continuation of the directed share issue executed in March, through which we raised EUR 15 million and gained Nidoco AB as a significant shareholder. It is our estimate that we have already achieved a large portion of the cost savings we were expecting to achieve after the integration of Enersense and Empower last summer. Our forecast was EUR 4–7 million. We have continued our work to promote a common corporate culture and implement our new strategy. The integration projects will continue in the current and next financial year. I am pleased with the development of the merger between Enersense and Empower. At the time of the merger around a year ago, Empower was in a very challenging situation, and we have succeeded in turning the whole into a profitable Enersense Group. The company is ready to take the next step. We are focusing on profitable growth and strategic investments centred on our core operations. Business arrangements are strongly in our focus.” Pori 13 August 2021 Enersense International Plc Board of Directors Half-year report January–June 2021, Enersense International Oyj
Mikko Jaskari appointed as Enersense’s Chief Financial Officer Enersense International Plc Stock Exchange Release 21 July 2021 at 11.30 a.m. Enersense International Plc, a provider of zero-emission energy solutions, has appointed Mikko Jaskari (52) as the group’s Chief Financial Officer (CFO) and a member of the Group Executive Team starting from 2 August 2021. Jaskari is a Master of Science in Engineering. Enersense’s current CFO Risto Takkala will support the company in the transition phase and will leave the company during autumn 2021. Mikko Jaskari has acted in several managerial positions related to finance, for example at Honkarakenne Oyj and Telia Oyj. He has extensive experience working with growth companies, financial arrangements as well as mergers and acquisitions. ”I welcome Mikko Jaskari to Enersense. At the same time, I want to warmly thank Risto Takkala, whose two-year project as the group’s CFO is coming to an end. During his time the company grew, internationalised, and was listed at Nasdaq Helsinki. We are very glad that Risto supports the company in the background during the transition phase once Mikko starts in August”, says Enersense’s CEO Jussi Holopainen. Mikko Jaskari
Enersense has been chosen as the main contractor of the Soidinmäki wind farm Enersense International Plc Press Release 16 July 2021 at 10.00 a.m. A subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Empower PN Oy, which operates in the business area of Power, has signed an agreement with Tuulivoimayhtiö Pohjoistuuli Oy group for construction of a wind farm in Soidinmäki, Saarijärvi. The wind farm in Soidinmäki consists of seven power plants and the construction begins in August 2021. The project will be completed by the end of 2022 according to plans. Enersense will provide construction of the wind farm’s roads and platforms, foundations, internal network as well as a substation as a turnkey delivery. The companies have also agreed on long-term operation and maintenance services of the internal network and substation while the wind farm is operational. ”We already have good experiences of Enersense’s deliveries with two other wind farm projects which carried weight in the selection of a contractor”, says Markku Kortteisto, Board member of Tuulivoimayhtiö Pohjoistuuli Oy. “The wind farm of Soidinmäki is an important project and reference for us on the growing wind power market, and we get to utilize our comprehensive expertise in the implementation of this project”, comments Juha Silvola, EVP, Power.
Enersense has signed an agreement on the modernisation of Valmiera-Tartu and Valmiera-Tsirguliina power lines Enersense International Plc Press release, 15 July 2021 at 4.00 p.m. Empower SIA, Latvian subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, in which Enersense has 59 per cent ownership, has signed an agreement with a Latvian power grid company AS Augstsprieguma tikls on the modernisation of the 330 kV power lines between Valmiera (Latvia) – Tartu (Estonia) and Valmiera – Tsirguliina (Estonia). Empower SIA and Estonian Leonhard Weiss Oü, a provider of integrated grid planning, construction, and maintenance, will be jointly responsible for the implementation of the project. The project consists of preparations and planning, the dismantling of the existing power lines, and the construction of the new power lines. The project is expected to be completed by September 2024. ”It is great that our expertise is valued, and that we can implement demanding projects and act as a responsible partner for our customers”, delights Jussi Holopainen, CEO of Enersense. The modernisation of the power lines between Valmiera-Tartu and Valmiera-Tsirguliina is a key part of a larger undertaking, in which Baltic electricity networks will be connected to networks in Continental Europe.
Enersense has completed the sale of the entire share capital of Värväämö Oy to Citywork – Mika Linnamäki will leave the Management Team Enersense International Plc Stock Exchange Release 30 June 2021 at 9.55 a.m. Enersense International Plc, a provider of zero-emission energy solutions, has today completed the sale of the entire share capital of its subsidiary Värväämö Oy, which offers personnel services for the construction industry, to Citywork Oy. The sale was announced on 6 May 2021. As a result of the transaction, the Staff Leasing business area, part of Enersense’s Smart Industry segment, will be closed down and Mika Linnamäki, who led the business, will leave Enersense’s Management Team and the company. “I warmly thank Mika and all the employees of Värväämö for their significant contribution to the company and wish them luck and success in new challenges,” says Enersense’s CEO Jussi Holopainen.
Enersense International Plc: Flagging notification under chapter 9, section 10 of the Securities Markets Act Enersense International Plc Stock exchange release 24 June 2021 at 4.20 p.m. Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act from Verman Group Oy. According to the notification, the shareholding of Verman Group Oy in Enersense International Plc has fallen below 10 % of all shares in Enersense International Plc on 22 June 2021. According to the notification, the company holds a total of 1 288 461 shares in Enersense International Plc, which corresponds to 9.617 % of all shares and voting rights in Enersense International Plc. According to the notification, the total position of the party under the flagging obligation is: % of shares and voting rights % of shares and voting rights through financial instruments Total % Total number of shares and voting rights of issuer Resulting situation on the date on which threshold was crossed or reached 9.617 % – 9.617 % 13 397 729 Position announced in the previous flagging notification (if applicable) Notified details of the resulting situation on the date on which the threshold was crossed or reached: A: Shares and voting rights Class/type of sharesISIN code (if possible) Number of shares and voting rights % of shares and voting rights Direct(SMA 9:5) Indirect(SMA 9:6 and 9:7) Direct(SMA 9:5) Indirect(SMA 9:6 and 9:7) FI4000301585 1 288 461 – 9.617 % – A TOTAL 1 288 461 9.617 % Information about the party under the flagging obligation and about the entire chain of controlled undertakings through which shares, voting rights or financial instruments are effectively held: Name % of shares and voting rights % of shares and voting rights through financial instruments Total shares, voting rights and financial instruments Verman Group Oy 9.617 % – 9.617 %
Change in the Group Executive Team of Enersense International Plc Enersense International Plc Stock Exchange Release, 24 June 2021 at 2:00 p.m. Maija Kaski, Senior Vice President, HR, and a member of the Group Executive Team at Enersense International Plc steps aside from her position at the company. Kaski will continue in her position until 24 September 2021. “I warmly thank Maija for her significant contribution to the company. We wish her all the best in her future endeavours”, says the CEO of Enersense Jussi Holopainen. The company will start recruiting a new Senior Vice President, HR without a delay.
Enersense International Plc – Managers’ transactions – Petri Suokas Enersense International Plc Stock Exchange Release, 22 June 2021 at 1:00 p.m. Person subject to the notification requirement Name: Suokas, Petri Position: Member of the Board/Deputy member Issuer: Enersense International Plc LEI: 743700XSMVPR48XIML56 Notification type: INITIAL NOTIFICATION Reference number: 743700XSMVPR48XIML56_20210622095912_54 ____________________________________________ Transaction date: 2021-06-22 Venue not applicable Instrument type: SHARE ISIN: FI4000301585 Nature of the transaction: SUBSCRIPTION Transaction details (1): Volume: 12210 Unit price: 8.19 EUR Aggregated transactions (1): Volume: 12210 Volume weighted average price: 8.19 EUR
Enersense International Plc – Managers’ transactions – Tommi Manninen Enersense International Plc Stock Exchange Release, 22 June 2021 at 1:00 p.m. Person subject to the notification requirement Name: Manninen, Tommi Position: Other senior manager Issuer: Enersense International Plc LEI: 743700XSMVPR48XIML56 Notification type: INITIAL NOTIFICATION Reference number: 743700XSMVPR48XIML56_20210622095911_50 ____________________________________________ Transaction date: 2021-06-22 Venue not applicable Instrument type: SHARE ISIN: FI4000301585 Nature of the transaction: SUBSCRIPTION Transaction details (1): Volume: 1221 Unit price: 8.19 EUR Aggregated transactions (1): Volume: 1221 Volume weighted average price: 8.19 EUR
Enersense International Plc – Managers’ transactions – Päivi Jokinen Enersense International Plc Stock Exchange Release, 22 June 2021 at 1:00 p.m. Person subject to the notification requirement Name: Jokinen, Päivi Position: Member of the Board/Deputy member Issuer: Enersense International Plc LEI: 743700XSMVPR48XIML56 Notification type: INITIAL NOTIFICATION Reference number: 743700XSMVPR48XIML56_20210622095911_48 ____________________________________________ Transaction date: 2021-06-22 Venue not applicable Instrument type: SHARE ISIN: FI4000301585 Nature of the transaction: SUBSCRIPTION Transaction details (1): Volume: 3052 Unit price: 8.19 EUR Aggregated transactions (1): Volume: 3052 Volume weighted average price: 8.19 EUR
Enersense International Plc – Managers’ transactions – Sari Helander Enersense International Plc Stock Exchange Release, 22 June 2021 at 1:00 p.m. Person subject to the notification requirement Name: Helander, Sari Position: Member of the Board/Deputy member Issuer: Enersense International Plc LEI: 743700XSMVPR48XIML56 Notification type: INITIAL NOTIFICATION Reference number: 743700XSMVPR48XIML56_20210622095911_46 ____________________________________________ Transaction date: 2021-06-22 Venue not applicable Instrument type: SHARE ISIN: FI4000301585 Nature of the transaction: SUBSCRIPTION Transaction details (1): Volume: 854 Unit price: 8.19 EUR Aggregated transactions (1): Volume: 854 Volume weighted average price: 8.19 EUR
Enersense International Plc – Managers’ transactions – Sirpa-Helena Sormunen Enersense International Plc Stock Exchange Release, 22 June 2021 at 1:00 p.m. Person subject to the notification requirement Name: Sormunen, Sirpa-Helena Position: Member of the Board/Deputy member Issuer: Enersense International Plc LEI: 743700XSMVPR48XIML56 Notification type: INITIAL NOTIFICATION Reference number: 743700XSMVPR48XIML56_20210622095912_53 ____________________________________________ Transaction date: 2021-06-22 Venue not applicable Instrument type: SHARE ISIN: FI4000301585 Nature of the transaction: SUBSCRIPTION Transaction details (1): Volume: 12210 Unit price: 8.19 EUR Aggregated transactions (1): Volume: 12210 Volume weighted average price: 8.19 EUR
Enersense International Plc – Managers’ transactions – Margus Veensalu Enersense International Plc Stock Exchange Release, 22 June 2021 at 1:00 p.m. Person subject to the notification requirement Name: Veensalu, Margus Position: Other senior manager Issuer: Enersense International Plc LEI: 743700XSMVPR48XIML56 Notification type: INITIAL NOTIFICATION Reference number: 743700XSMVPR48XIML56_20210622095912_55 ____________________________________________ Transaction date: 2021-06-22 Venue not applicable Instrument type: SHARE ISIN: FI4000301585 Nature of the transaction: SUBSCRIPTION Transaction details (1): Volume: 610 Unit price: 8.19 EUR Aggregated transactions (1): Volume: 610 Volume weighted average price: 8.19 EUR
Enersense International Plc – Managers’ transactions – Herkko Plit Enersense International Plc Stock Exchange Release, 22 June 2021 at 1:00 p.m. Person subject to the notification requirement Name: Plit, Herkko Position: Member of the Board/Deputy member Issuer: Enersense International Plc LEI: 743700XSMVPR48XIML56 Notification type: INITIAL NOTIFICATION Reference number: 743700XSMVPR48XIML56_20210622095912_51 ____________________________________________ Transaction date: 2021-06-22 Venue not applicable Instrument type: SHARE ISIN: FI4000301585 Nature of the transaction: SUBSCRIPTION Transaction details (1): Volume: 1221 Unit price: 8.19 EUR Aggregated transactions (1): Volume: 1221 Volume weighted average price: 8.19 EUR
Enersense International Plc – Managers’ transactions – Juha Silvola Enersense International Plc Stock Exchange Release, 22 June 2021 at 1:00 p.m. Person subject to the notification requirement Name: Silvola, Juha Position: Other senior manager Issuer: Enersense International Plc LEI: 743700XSMVPR48XIML56 Notification type: INITIAL NOTIFICATION Reference number: 743700XSMVPR48XIML56_20210622095912_52 ____________________________________________ Transaction date: 2021-06-22 Venue not applicable Instrument type: SHARE ISIN: FI4000301585 Nature of the transaction: SUBSCRIPTION Transaction details (1): Volume: 12210 Unit price: 8.19 EUR Aggregated transactions (1): Volume: 12210 Volume weighted average price: 8.19 EUR
Enersense International Plc – Managers’ transactions – Jaakko Leivo Enersense International Plc Stock Exchange Release, 22 June 2021 at 1:00 p.m. Person subject to the notification requirement Name: Leivo, Jaakko Position: Other senior manager Issuer: Enersense International Plc LEI: 743700XSMVPR48XIML56 Notification type: INITIAL NOTIFICATION Reference number: 743700XSMVPR48XIML56_20210622095911_49 ____________________________________________ Transaction date: 2021-06-22 Venue not applicable Instrument type: SHARE ISIN: FI4000301585 Nature of the transaction: SUBSCRIPTION Transaction details (1): Volume: 2442 Unit price: 8.19 EUR Aggregated transactions (1): Volume: 2442 Volume weighted average price: 8.19 EUR
Enersense International Plc – Managers’ transactions – Jussi Holopainen Enersense International Plc Stock Exchange Release, 22 June 2021 at 1:00 p.m. Person subject to the notification requirement Name: Holopainen, Jussi Position: Chief Executive Officer Issuer: Enersense International Plc LEI: 743700XSMVPR48XIML56 Notification type: INITIAL NOTIFICATION Reference number: 743700XSMVPR48XIML56_20210622095911_47 ____________________________________________ Transaction date: 2021-06-22 Venue not applicable Instrument type: SHARE ISIN: FI4000301585 Nature of the transaction: SUBSCRIPTION Transaction details (1): Volume: 6105 Unit price: 8.19 EUR Aggregated transactions (1): Volume: 6105 Volume weighted average price: 8.19 EUR
Enersense International Plc – Managers’ transactions – Jaakko Eskola Enersense International Plc Stock Exchange Release, 22 June 2021 at 1:00 p.m. Person subject to the notification requirement Name: Eskola, Jaakko Position: Member of the Board/Deputy member Issuer: Enersense International Plc LEI: 743700XSMVPR48XIML56 Notification type: INITIAL NOTIFICATION Reference number: 743700XSMVPR48XIML56_20210622095911_45 ____________________________________________ Transaction date: 2021-06-22 Venue not applicable Instrument type: SHARE ISIN: FI4000301585 Nature of the transaction: SUBSCRIPTION Transaction details (1): Volume: 6105 Unit price: 8.19 EUR Aggregated transactions (1): Volume: 6105 Volume weighted average price: 8.19 EUR
Enersense International Plc successfully completes its 1,775,000 new share directed share issue and raises approximately EUR 16 million ENERSENSE INTERNATIONAL PLC — STOCK EXCHANGE RELEASE — INSIDE INFORMATION — 22 June 2021 at 9.15 EET Enersense International Plc successfully completes its 1,775,000 new share directed share issue and raises approximately EUR 16 million The Board of Directors of Enersense International Plc (“Enersense” or “the Company”) has today decided on the completion of the directed share issue of Enersense (the “Share Issue”) based on the authorization issued by the annual general meeting on 19 March 2021. The final subscription price per Offer Share (as defined below) is EUR 9.10 per share in the Institutional Offering and the Public Offering (as defined below), and 10 percent lower in the Personnel Offering (as defined below) being EUR 8.19 per share. Subscription price in the Institutional and Public Offering is based on book-building process arranged with institutional investors and it corresponds to approximately 14.2 percent discount to the volume-weighted average price on 21 June 2021 and approximately 9,4 percent discount to volume-weighted average price during a ten-trading-day period immediately prior to the publishing of the terms and conditions of the Share Issue on 10 June 2021. Trading in the Offer Shares is expected to start on the official list of Nasdaq Helsinki Ltd on or about 23 June 2021. Enersense will issue 1,775,000 new shares in the Company (the “Offer Shares” or the “New Shares”), corresponding to approximately 13.2 percent of the total number of outstanding shares after the Share Issue. 516,226 Offer Shares will be allocated to private individuals and entities in Finland (the “Public Offering”), 1,140,000 Offer Shares will be allocated to institutional investors in Finland and internationally in compliance with the applicable legislation (the “Institutional Offering”), and 118,774 Offer Shares will be allocated to the employees employed by the Company or its group companies in Finland, Estonia, Latvia, Lithuania, and France during the subscription period and the members of the Company’s Board of Directors and management team (the “Personnel Offering”). Due to the oversubscription, the Board of Directors of the Company has decided to increase the number of Offer Shares from the preliminary maximum number of 1,525,000 Offer Shares to the abovementioned 1,775,000 Offer Shares so that the size of the Public Offering will be increased by 150,000 New Shares and the Institutional Offering by 100,000 New Shares. In the Public Offering, the Company will approve the subscriptions made by the investors (“Commitments”) in full up to 250 Offer Shares per investor for the shareholders registered on 14 June 2021 in the shareholder register maintained by Euroclear Finland Ltd and up to 100 Offer Shares per investor for the other parties who submitted Commitments in the Public Offering. For the part of Commitments that exceed these amounts, the Company will approve 34.1 percent. In the Personnel Offering, the Commitments made by Enersense’s and its group companies’ personnel as well as the members of the Company’s Board of Directors and management team will be approved in full. Offer Shares that were unsubscribed in the Personnel Offering have been reallocated for subscription in the Public Offering. The Company will receive gross proceeds of approximately EUR 16.0 million from the Share Issue. The total number of outstanding shares (the “Shares”) will increase to 13,397,729 Shares after the New Shares offered in the Share Issue are registered in the Finnish Trade Register on or about 22 June 2021. The Company received more than 2,000 new shareholders in the Share Issue. The New Shares allocated in the Public Offering are recorded on the book-entry accounts of investors who have made an approved Commitment on or about the date of the completion decision related to the Share Issue, i.e. on or about 22 June 2021. In the Institutional Offering, the New Shares will be ready to be delivered against payment on or about 24 June 2021 through Euroclear Finland Ltd. A confirmation on the approval of the Commitments and the allocation of the Offer Shares will be sent to all investors who participated in the Public Offering as soon as possible to the address specified in the Commitment. Investors who have submitted their Commitments as Nordnet’s customers through Nordnet’s online service will see their Commitments as well as allocation of Offer Shares on the transaction page of Nordnet’s online service. Any excess amount paid when submitting the Commitment is refunded to the provider of the Commitment to the Finnish bank account specified in the Commitment, or in case of Nordnet’s customers, on the cash account in Nordnet, on or about the fifth (5) banking day after the completion decision related to the Share Issue, i.e. on or about 30 June 2021. If the investor’s bank account is in a different bank than the place of subscription, the refund will be paid to a Finnish bank account in accordance with the payment schedule of the financial institutions, approximately no later than two (2) banking days thereafter. The participants in the Personnel Offering have committed to a lock-up lasting 365 days from the date of the completion decision related to the Share Issue. The Company has committed to a lock-up lasting 90 days from the commencement of trading in the Offer Shares. Trading in the Offer Shares is expected to commence on the official list of Nasdaq Helsinki Ltd on or about 23 June 2021. The ISIN code of the Shares is FI4000301585 and the share trading code is ESENSE. Evli Bank Plc acted as the lead manager in the Share Issue. Roschier, Attorneys Ltd. acted as the legal adviser to the Company. IR Partners Oy acted as communication advisor to the Company. The CEO of Enersense Jussi Holopainen comments: I am very pleased with the result of the share issue. This will contribute to our ability to be a significant promoter of a zero-emission society in accordance with our vision. I would like to thank everyone who participated in the share issue for their confidence and strong mandate and also to warmly welcome all new shareholders to our journey. The Chair of Enersense Jaakko Eskola comments: The public offering was more than two-times oversubscribed and the offering in total approximately 1.6-times oversubscribed. The success of the share issue indicates the importance of our work to the entire society. The energy revolution is real, and we have a significant role in its implementation. Disclaimer The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change. This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Enersense International Plc (the Company”) in any jurisdiction where such offer or sale would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In any EEA Member State or the United Kingdom, other than Finland, this announcement is only addressed to and is only directed at qualified investors in that Member State or the United Kingdom within the meaning of Regulation (EU) 2017/1129 (“Prospectus Regulation”) and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK Prospectus Regulation”). Any potential offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus as set out in the Prospectus Regulation or the UK Prospectus Regulation. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. This announcement and the information contained herein are not for distribution in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. In the United Kingdom, this announcement and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it. This announcement is for information purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in any securities of the Company. Evli (the “Lead Manager”) is acting exclusively for the Company and no-one else in connection with the Offering. It will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Lead Manager or any of its respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Forward-looking statements Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialise or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. Information to Distributors For the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) Chapter 5 of the Finnish Financial Supervisory Authority’s regulations regarding investment services and activities, FFFS 2017:2, (together the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, where the target market for shares in the Company are: (i) retail investors and (ii) investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II (the “target market”). Notwithstanding the assessment of the target market, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company. Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.
Enersense’s institutional offering has been oversubscribed and the subscription period ends NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL Enersense International Plc Stock exchange release Inside information 21 June 2021 at 8:00 p.m. Enersense’s institutional offering has been oversubscribed and the subscription period ends Enersense International Plc’s (the ”Company” or ”Enersense”) institutional offering to institutional investors in Finland and internationally in compliance with the applicable legislation (the “Institutional Offering”) has been oversubscribed. The Company’s Board of Directors has decided to end the subscription period for the Institutional Offering in accordance with the terms and conditions of the share issue today on 21 June 2021 at 7:45 p.m. Finnish time. The final number of shares offered in the share issue and the final subscription price is expected to be announced on 22 June 2021. Disclaimer The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change. This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Enersense International Plc (the Company”) in any jurisdiction where such offer or sale would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In any EEA Member State or the United Kingdom, other than Finland, this announcement is only addressed to and is only directed at qualified investors in that Member State or the United Kingdom within the meaning of Regulation (EU) 2017/1129 (“Prospectus Regulation”) and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK Prospectus Regulation”). Any potential offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus as set out in the Prospectus Regulation or the UK Prospectus Regulation. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. This announcement and the information contained herein are not for distribution in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. In the United Kingdom, this announcement and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it. This announcement is for information purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in any securities of the Company. Evli (the “Lead Manager”) is acting exclusively for the Company and no-one else in connection with the Offering. It will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Lead Manager or any of its respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Forward-looking statements Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialise or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. Information to Distributors For the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) Chapter 5 of the Finnish Financial Supervisory Authority’s regulations regarding investment services and activities, FFFS 2017:2, (together the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, where the target market for shares in the Company are: (i) retail investors and (ii) investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II (the “target market”). Notwithstanding the assessment of the target market, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company. Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.
Enersense International Plc has signed a framework agreement with Nokia Solutions and Networks Plc on providing construction services for mobile networks Enersense International Plc Press Release 21 June 2021 at 10:30 a.m. A subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Empower TN Oy, which operates in the business area of Connectivity, has signed a framework agreement with Nokia Solutions and Networks Plc on providing construction services for mobile networks. The signed framework agreement includes construction services for mobile networks in separately agreed projects in Finland. In addition to the framework agreement, a project agreement subject to the agreement has been signed on mobile construction in Eastern and Northern Finland. The work agreed in the project agreement takes place in the years of 2021-2023. “I am very happy that Enersense’s competent personnel can provide construction services for mobile networks for Nokia Solutions and Networks Plc. The agreement underlines Enersense’s strong position as a supplier of construction services for communications networks in Finland”, comments Anna Lindén, EVP, Connectivity.
Enersense’s public offering has been oversubscribed and its subscription period ended – The institutional and personnel offerings continue NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL Enersense International Plc Stock exchange release inside information 18 June 2021 at 4:00 p.m. Enersense’s public offering has been oversubscribed and its subscription period ended – The institutional and personnel offerings continue Enersense International Plc’s (the ”Company” or ”Enersense”) public offering to private individuals and entities in Finland (the “Public Offering”) has been oversubscribed. The Company’s Board of Directors has decided to end the subscription period for the Public Offering in accordance with the terms and conditions of the share issue today on 18 June 2021 at 4:00 p.m. Finnish time. The institutional and personnel offerings continue according to the terms and conditions of the share issue. Disclaimer The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change. This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Enersense International Plc (the Company”) in any jurisdiction where such offer or sale would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In any EEA Member State or the United Kingdom, other than Finland, this announcement is only addressed to and is only directed at qualified investors in that Member State or the United Kingdom within the meaning of Regulation (EU) 2017/1129 (“Prospectus Regulation”) and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK Prospectus Regulation”). Any potential offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus as set out in the Prospectus Regulation or the UK Prospectus Regulation. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. This announcement and the information contained herein are not for distribution in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. In the United Kingdom, this announcement and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it. This announcement is for information purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in any securities of the Company. Evli (the “Lead Manager”) is acting exclusively for the Company and no-one else in connection with the Offering. It will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Lead Manager or any of its respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Forward-looking statements Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialise or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. Information to Distributors For the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) Chapter 5 of the Finnish Financial Supervisory Authority’s regulations regarding investment services and activities, FFFS 2017:2, (together the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, where the target market for shares in the Company are: (i) retail investors and (ii) investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II (the “target market”). Notwithstanding the assessment of the target market, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company. Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.
The Finnish Financial Supervisory Authority Has Approved Enersense International Plc’s Finnish Language Listing Prospectus ENERSENSE INTERNATIONAL PLC — STOCK EXCHANGE RELEASE — 10 June 2021 at 17.30 EET NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL The Finnish Financial Supervisory Authority Has Approved Enersense International Plc’s Finnish Language Listing Prospectus The Finnish Financial Supervisory Authority has today, on 10 June 2021, approved Enersense International Plc’s (“Enersense” or the “Company”) Finnish language Listing Prospectus (the “Finnish Prospectus“) relating to Enersense’s directed share issue, the terms and conditions of which have been published today on 10 June 2021 through a stock exchange release, and the Company’s planned transfer from the Nasdaq First North Growth Market Finland marketplace to the official list of Nasdaq Helsinki. The Company has previously announced its plans through a company announcement published on 4 June 2021. The Finnish Prospectus will be available in electronic form on or about 10 June 2021 on Enersense’s website at www.enersense.com/osakeanti, Evli Bank Plc’s website at www.evli.com/enersense and on Nordnet Bank AB Finnish Branch’s website at www.nordnet.fi/fi/enersense. A print version of the Finnish Prospectus will be available at the registered office of the Company at Konepajanranta 2, FI-28100 Pori, Finland. In addition, the Finnish Prospectus will be available at Evli’s branch offices at Aleksanterinkatu 19 A, 4th floor, FI-00101 Helsinki, Finland. An English language translation of the Finnish Prospectus (the “Offering Circular”) will be available on or about 10 June 2021 on the Company’s website at www.enersense.com/share-issue and on Evli’s website at www.evli.com/enersense. The Company has on 7 June 2021 submitted a listing application to Nasdaq Helsinki to admit the Company’s shares to trading on the official list of Nasdaq Helsinki. Trading in the Company’s shares is expected to commence on the official list of Nasdaq Helsinki on or about 14 June 2021 and in respect of the news to be issued in the share issue on or about 24 June 2021, provided that Nasdaq Helsinki approves the Company’s listing application. The subscription period for Enersense’s share issue commences on 14 June 2021 at 10:00 a.m (Finnish time). On 4 May 2021, the Company announced that it had agreed a long-term financing arrangement with certain financial institutions. The Offering Circular includes previously undisclosed specifying information on the Company’s long-term financing. The key specifying information has been described below: The Company’s financing from its key financiers (the “Financiers”) is governed by the agreement on special terms and conditions signed by the Financiers, Enersense and Empower Oyj on 4 May 2021 (the “Special Terms Agreement”). The Special Terms Agreement includes certain special terms that are applicable to bilateral loans and agreements entered into between the Company and each Financier. The Special Terms Agreement includes financial covenants measuring the ratio of interest-bearing debt to EBITDA and the equity ratio. In addition, the Special Terms Agreement includes certain covenants customary in financing agreements that limit the Company’s and its subsidiaries’ operations and from which can be deviated within the customary exceptions included in the Special Terms Agreement or with a separate approval by the Financiers. Furthermore, the Special Terms Agreement also includes restrictions on dividend distributions in the event that the terms and conditions of the financing agreements covered by the Special Terms Agreement have been breached, the dividend distribution would lead to such breach or the dividend distribution could compromise the repayment of the financing. Disclaimer The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change. This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Enersense International Plc (the Company”) in any jurisdiction where such offer or sale would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In any EEA Member State or the United Kingdom, other than Finland, this announcement is only addressed to and is only directed at qualified investors in that Member State or the United Kingdom within the meaning of Regulation (EU) 2017/1129 (“Prospectus Regulation”) and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK Prospectus Regulation”). Any potential offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus as set out in the Prospectus Regulation or the UK Prospectus Regulation. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. This announcement and the information contained herein are not for distribution in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. In the United Kingdom, this announcement and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it. This announcement is for information purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in any securities of the Company. Evli (the “Lead Manager”) is acting exclusively for the Company and no-one else in connection with the Offering. It will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Lead Manager or any of its respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Forward-looking statements Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialise or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. Information to Distributors For the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) Chapter 5 of the Finnish Financial Supervisory Authority’s regulations regarding investment services and activities, FFFS 2017:2, (together the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, where the target market for shares in the Company are: (i) retail investors and (ii) investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II (the “target market”). Notwithstanding the assessment of the target market, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company. Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.
Enersense International Plc’s Q1 2021 interim report prepared in accordance with IAS 34 is published ENERSENSE INTERNATIONAL PLC – STOCK EXCHANGE RELEASE – 10 June 2021 at 01.50 p.m. Enersense International Plc’s Q1 2021 interim report prepared in accordance with IAS 34 is published Enersense International Plc has on 6 May 2021 announced its transition in financial reporting from Finnish Accounting Standards (FAS) to International Financial Reporting Standards (IFRS). The company publishes its interim report prepared in accordance with IAS 34 for the period 1 Jan – 31 March 2021. The interim report has been prepared in accordance with the same accounting policies, as the consolidated financial statements, with the exception of standards that have come into force or changed on 1 Jan 2021. The interim report does not contain all the information and notes as the consolidated financial statements for the full financial year. Thus, the interim report should be read together with the consolidated financial statements for the financial year 2020 published by Enersense on 10 June 2021. The interim report is available on Enersense’s website at www.enersense.com/investors/reportsandpresentations and as an attachment to this release. Interim Report Q1 2021 - Enersense International Oyj
Enersense International Plc‘s IFRS consolidated financial statements for the financial year 2020 published ENERSENSE INTERNATIONAL PLC – STOCK EXCHANGE RELEASE – 10 June 2021 at 01.45. p.m. Enersense International Plc‘s IFRS consolidated financial statements for the financial year 2020 published Enersense International Plc has announced on 6 May 2021 its transition in financial reporting from Finnish Accounting Standards (FAS) to International Financial Reporting Standards (IFRS). The company will publish a consolidated financial statement prepared in accordance with the IFRS standards for the financial year 2020. The Board of Directors has approved the financial statements and an auditor’s report has been submitted on 10 June 2021. The full financial statements and auditor’s report are available on Enersense’s website at www.enersense.com/investors/reportsandpresentations and as attachments to this release. Auditor’s Report - Enersense International Oyj - 10 June 2021Consolidated IFRS financial statements 1 January – 31 December 2020 - Enersense International Oyj
Enersense International Plc publishes the terms of the directed share issue NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL Enersense International Plc Stock exchange release – Insider information 10 June 2021 at 9.55 a.m. Enersense International Plc publishes the terms of the directed share issue The Annual General Meeting of the shareholders of Enersense International Plc (the “Company”) resolved on 19 March 2021 to authorise the Company’s Board of Directors to decide on an issue of a maximum of 3,000,000 new shares. The Board of Directors was authorised to decide within the limits of the authorisation mentioned above on all terms and conditions of the share issue, including issuing shares in a directed share issue. The Company’s Board of Directors is expected to decide on the issuance of New Shares (as defined below) based on the authorisation on or about 23 June 2021. The Company aims to raise preliminarily a maximum of approximately EUR 15 million before the expenses related to the arrangement by offering preliminarily a maximum of 1,525,000 new shares (the “New Shares” or the “Offer Shares”) in deviation from the shareholders’ pre-emptive subscription rights in (i) an institutional offering to institutional investors in Finland and internationally in compliance with the applicable legislation (the “Institutional Offering”), (ii) a public offering to private individuals and entities in Finland (the “Public Offering”) and (iii) in a personnel offering to the employees employed by the Company or its group companies in Finland, Estonia, Latvia, Lithuania, and France during the subscription period and the members of the Company’s Board of Directors and management team (the “Personnel Offering” and together with the Institutional Offering and the Public Offering, the “Share Issue”). The Company’s Board of Directors is entitled to increase the number of the Offer Shares by 250,000 New Shares at maximum (the “Additional Shares”) and the Company’s Board of Directors has also the right to cancel the Share Issue at any time before the execution of the Share Issue for any reason, such as the market conditions, the Company’s financial position or a material change in the Company’s business. The Company, the Company’s Board of Directors, the Company’s management and employees participating in the Personnel Issue are expected to enter into usual transfer restriction arrangements. Enersense announced on 4 June 2021 that it is planning a share issue and specified its plan regarding the transfer onto the main market of Nasdaq Helsinki Ltd (”Main Market”). The Company has submitted a Prospectus (“Prospectus”) for the share issue and list transfer for approval by the Finnish Financial Supervisory Authority. The Prospectus is expected to be approved on or about 10 June 2021. The Share Issue in brief: The Company aims to raise preliminarily a maximum of approximately EUR 15 million before the expenses related to the arrangement by offering preliminarily a maximum of 1,525,000 New Shares in deviation from the shareholders’ pre-emptive subscription rights in (i) an Institutional Offering, (ii) a Public Offering and (iii) in a Personnel Offering The subscription price in the Share Issue (the “Final Subscription Price”) is determined on the basis of the subscription offers provided by institutional investors in market terms, and the Company will decide the Final Subscription Price on or about 23 June 2021. However, the subscription price of the Offer Shares is EUR 10.04 per Offer Share at maximum (the “Maximum Subscription Price”) in the Institutional Offering and the Public Offering. The Maximum Subscription Price corresponds to the Company’s share’s volume-weighted average price during the 10 trading days preceding the date of the Prospectus (27 May 2021 – 9 June 2021). In the Personnel Offering, the subscription price is the lower of the following: 1) the Final Subscription Price reduced by 10 percent, or 2) EUR 8.51 per Share. The Offer Shares represent at most 11.6 percent of the Company’s all shares (the “Shares”) and votes after the Share Issue assuming that the Company issues a maximum of 1,525,000 New Shares and the individuals entitled to participate in the Personnel Offering subscribe for 150,000 New Shares in total with the subscription price applied to these Shares. Veritas Pension Insurance Company Ltd, Nidoco AB, Aurator Asset Management Ltd and Verman Group Oy have committed to becoming cornerstone investors (“Cornerstone Investors“) in the planned Share Issue. The Cornerstone Investors have, each individually, committed to subscribe for shares at the final subscription price in the planned Share Issue, subject to certain customary conditions being fulfilled, for a total of approximately EUR 8.3 million. Cornerstone investors have committed to subscribe for Offer Shares as follows: Veritas Pension Insurance Company Ltd with EUR 3.5 million Nidoco AB with EUR 2.5 million Aurator Asset Management Ltd with EUR 1.85 million Verman Group Oy with EUR 437 500 In the Public Offering, preliminarily a maximum of 335,000 New Shares will be offered. In the Institutional Offering, preliminarily a maximum of 1,040,000 New Shares will be offered. In the Personnel Offering, preliminarily a maximum of 150,000 New Shares will be offered. The subscription period for the Institutional Offering will commence on 14 June 2021, at 10:00 a.m. (Finnish time) and end at the latest on 22 June 2021, at 9:00 p.m. (Finnish time). The subscription period for the Public Offering will commence on 14 June 2021, at 10:00 a.m. (Finnish time) and end at the latest on 21 June 2021, at 4:00 p.m. (Finnish time). The subscription period for the Personnel Offering will commence on 14 June 2021, at 10:00 a.m. (Finnish time) and ends at the latest on 21 June 2021, at 4:00 p.m. (Finnish time). The subscription periods may be discontinued independently of each other earliest on 18 June 2021 at 4:00 p.m. (Finnish time). The Company has appointed Evli Bank Plc to act as the lead manager in the Share Issue. Roschier, Attorneys Ltd. acts as the legal adviser to the Company. IR Partners Oy acts as acts as communication advisor to Enersense. Evli Bank Plc and Nordnet Bank AB act as subscription places in the Institutional Offering and Public Offering. Evli Alexander Incentives acts as subscription place in the Personnel Offering. The terms and conditions of the Share Issue are attached to this release in their entirety. Background of the Share Issue and use of proceeds The objective of the Share Issue is to promote Enersense’s ability to implement its strategy pursuing organic and inorganic growth and to bring financial flexibility to the development of the business operations by enhancing the solvency of the group. Another objective of the Share Issue is to broaden the ownership base with new institutional and other investors. By broadening the ownership base, the Company strives to broaden its financial basis in order to support its growth in accordance with its strategy both now and in the future, in addition to which the Company estimates the price formation of the Share to be enhanced by increasing the number of Shares held and freely traded by the public. The objective of the Personnel Offering is to commit and incentivize the personnel of the Company The proceeds from the Share Issue are intended to be used for working capital needs as well as for supporting the growth and development of the business operations in accordance with the Company’s strategy. The planned transfer onto the Main Market and publication of the Prospectus The Shares in Enersense are subject to trading on Nasdaq First North Growth Market Finland marketplace under the share trading code ESENSE. Enersense announced on 7 June 2021 that it has submitted a listing application to Nasdaq Helsinki to list the Shares onto the Main Market. Trading in the Shares is expected to commence on the Main Market on or about 14 June 2021 and in respect of the New Shares to be issued in the Share Issue on or about 24 June 2021. Enersense has submitted a Prospectus regarding the Share Issue and list transfer for approval by the Finnish Financial Supervisory Authority. The Company expects the Prospectus to be approved on or about 10 June 2021. The Finnish Prospectus will be available in electronic format after the approval of the Prospectus on or about 10 June 2021 on the Company’s website at www.enersense.com/osakeanti, at the website of Evli Bank Plc at www.evli.com/enersense and at the website of Nordnet Bank AB Finnish Branch at www.nordnet.fi/fi/enersense. The printed version of the Prospectus will be available at the registered office of the Company at Konepajanranta 2, FI-28100 Pori, Finland. In addition, the Finnish Prospectus will be available on or about 10 June 2021 at Evli’s branch offices at Aleksanterinkatu 19 A, 4th floor, FI-00101 Helsinki, Finland The English language Offering Circular and the documents incorporated therein by reference will be available on or about 10 June 2021 on the Company’s website at www.enersense.com/share-issue and on the website of Evli at www.evli.com/enersense-en. Important dates Prospectus available in electronic format Trading in the Shares on the Main Market is expected to commence 10.6.2021 (estimate)14 June 2021 Subscription period commences 14 June 2021 at 10:00 a.m. (Finnish time) The subscription periods may be discontinued at the earliest 18 June 2021 at 4:00 p.m. (Finnish time) Subscription periods for the Public Offering and the Personnel Offering end 21 June 2021 at 4:00 p.m. (Finnish time) Subscription period for the Institutional Offering ends 22 June 2021 at 9:00 p.m. (Finnish time) Announcement of the final results of the Offering 23 June 2021 (estimate) The New Shares subscribed for in the Public Offering and the Personnel Offering will be recorded in the book-entry accounts 23 June 2021 (estimate) Trading in the New Shares on the Main Market is expected to commence 24 June 2021 (estimate) The New Shares subscribed for in the Institutional Offering are ready to be delivered against payment through Euroclear Finland Oy 28 June 2021 (estimate) Disclaimer The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change. This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Enersense International Plc (the Company”) in any jurisdiction where such offer or sale would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In any EEA Member State or the United Kingdom, other than Finland, this announcement is only addressed to and is only directed at qualified investors in that Member State or the United Kingdom within the meaning of Regulation (EU) 2017/1129 (“Prospectus Regulation”) and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK Prospectus Regulation”). Any potential offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus as set out in the Prospectus Regulation or the UK Prospectus Regulation. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. This announcement and the information contained herein are not for distribution in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. In the United Kingdom, this announcement and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it. This announcement is for information purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in any securities of the Company. Evli (the “Lead Manager”) is acting exclusively for the Company and no-one else in connection with the Offering. It will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Lead Manager or any of its respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Forward-looking statements Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialise or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. Information to Distributors For the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) Chapter 5 of the Finnish Financial Supervisory Authority’s regulations regarding investment services and activities, FFFS 2017:2, (together the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, where the target market for shares in the Company are: (i) retail investors and (ii) investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II (the “target market”). Notwithstanding the assessment of the target market, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company. Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels. Terms and Conditions of the Share Issue - Enersense International Oyj
Enersense and Rauma Marine Constructions have signed a new agreement related to the Tallink MyStar -project Enersense International Plc Press Release 8 June 2021 at 02:30 pm Enersense Works Oy, a subsidiary of Enersense International Plc, and Rauma Marine Constructions (RMC) have signed a new agreement for the construction project of Tallink MyStar Vessel and its outfitting scope in technical areas. MyStar, which is already being built, is an environmentally friendly vessel that uses liquified natural gas (LNG). The signed agreement in the MyStar -project is strategically important for Enersense Works Oy, as providing demanding equipment at LNG-construction sites support the company’s vision of being a significant implementor of a zero-emission society. ”We are pleased that our partnership with RMC is strengthened and the customer trusts the expertise of our committed personnel”, says Jaakko Leivo, EVP Smart Industry. ”Our role in Tallink’s MyStar -project is versatile and extensive. We continue to significantly invest in the marine industry, and the new signed agreement supports our strategy of implementing comprehensive work packages and zero-emission solutions.” On 12th of June 2020, Enersense International Plc announced an agreement related to Tallink’s MyStar -project when its subsidiary Enersense Works Oy, specialized in high-quality steel works, and Rauma Marine Constructions, a domestically owned ship building company, agreed on a piping and steel works project.
Enersense International Plc has applied for its shares to be listed on the official list of Nasdaq Helsinki Ltd ENERSENSE INTERNATIONAL PLC — STOCK EXCHANGE RELEASE — 7 June 2021 at 8.15 EET Enersense International Plc has applied for its shares to be listed on the official list of Nasdaq Helsinki Ltd Enersense International Plc (”Enersense” or the ”Company”) has today filed a listing application with Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) for listing the Company’s shares on the official list of Nasdaq Helsinki (the “Listing”). The Listing is conditional on Nasdaq Helsinki approving the Company’s listing application and the Finnish Financial Supervisory Authority approving the prospectus prepared in connection with the Listing. Trading in the shares is expected to commence on the official list of Nasdaq Helsinki on or about 14 June 2021. The objective of the Listing is to promote Enersense’s visibility and to increase liquidity and to get a larger shareholder base. The Company estimates that the transfer to the official list would increase the Company’s possibilities to carry out its growth strategy and invest in its business in order to remain as a front-line executor of sustainable energy solutions. “After the listing on First North in 2018 we have successfully increased our activities. The transfer to the official list of Nasdaq Helsinki is a natural step in the development of our company and will bring more visibility and support getting a larger ownership base”, comments the CEO of Enersense Jussi Holopainen. At the same time, Enersense has requested its shares to be removed from the First North Growth Market Finland marketplace maintained by Nasdaq Helsinki. The trading code of the Company’s shares ESENSE and the ISIN code FI4000301585 will remain unchanged. As of this day, Enersense complies with the regulations on the disclosure obligations of companies listed on a regulated market. In connection with the contemplated Listing, the Company has updated its disclosure policy. The Company’s updated disclosure policy is available on the Company’s website at https://enersense.com/en/investors/. Roschier, Attorneys Ltd acts as the Company’s legal advisor in the Listing.
Enersense is planning a share issue and aims to apply for listing of its shares onto Nasdaq Helsinki main market NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL Enersense International Plc Insider information 4 June 2021 at 9.00 am Enersense is planning a share issue and aims to apply for listing of its shares onto Nasdaq Helsinki main market Enersense International Plc (the ”Company” or ”Enersense”) announced on 25 February 2021 that the planned transfer onto the main market of Nasdaq Helsinki Ltd (”Main Market”) would be done during the first half of 2021. At the same time, the Company announced that it would potentially carry out capital market activities. Preparations for the transfer to the Main Market have proceeded as planned and the Company is planning to apply for listing on the Main Market during June. In connection with the planned list transfer, the Company is planning a share issue (”Share Issue”), which would be directed to institutions, the public in Finland and to employees of the Company or its group companies in Finland, Estonia, Latvia, Lithuania and France, and the members of the Company’s Board of Directors and management team. In the planned Share Issue, the Company and participants of the personnel offering would commit to customary lock-up periods. In the planned personnel offering shares would be offered at a discount. The Company’s Board of Directors will decide on the terms and conditions and timetable of the Share Issue during June, based on the share issue authorisation granted by the Annual General Meeting held on 19 March 2021. In the planned Share Issue, Enersense aims to raise gross proceeds of approximately EUR 15 million, before fees and expenses related to the Main Market listing and Share Issue. The objective of the Share Issue is to promote the Company’s ability to implement its strategy pursuing organic and inorganic growth and to bring financial flexibility to the development of the business operations by enhancing the solvency of the group. Another objective of the Share Issue is to broaden the ownership base with new institutional and other investors. By broadening the ownership base, the Company strives to broaden its financial basis in order to support its growth in accordance with its strategy both now and in the future, in addition to which the Company estimates the price formation of the Share to be enhanced by increasing the number of shares held and freely traded by the public. The objective of the Personnel Offering is to commit and incentivize the personnel of the Company. Veritas Pension Insurance Company Ltd, Nidoco AB, Aurator Asset Management Ltd and Verman Group Oy have committed to becoming cornerstone investors (“Cornerstone Investors“) in the planned Share Issue. The Cornerstone Investors have, each individually, committed to subscribe for shares at the final subscription price in the planned Share Issue, subject to certain customary conditions being fulfilled, for a total of approximately EUR 8.3 million. The CEO of Enersense Jussi Holopainen comments: ”For Enersense’s continued development and future it is highly significant that we have a strong mandate from current and new shareholders to keep working towards our strategic growth targets. The transfer of Enersense’s shares to the main market will give us more visibility, enhance the liquidity of our shares and provide a stronger balance sheet to support our path towards emission free energy solutions. Additionally, it enables an expansion of our credible and responsible shareholder base.” The Chair of Enersense Jaakko Eskola comments: ”The energy transition is a major theme and the strategic decisions we have made on the basis of it have already proven to be successful. The outlook and market environment are extremely intriguing, and we will have a major role in this transition. The transfer to the main market and the related share issue, with the expanded ownership base it brings, are highly favourable for the future of Enersense.” Evli Bank Plc acts as the Lead Manager of the planned Share Issue. Roschier, Attorneys Ltd. acts as the Company’s legal advisor. IR Partners Oy acts as acts as communication advisor to Enersense. Company presentation Enersense will arrange a virtual company presentation (in Finnish) 14 June 2021 at 5.00 pm EET. Registration for the event: https://enersense.videosync.fi/yhtioesittely Disclaimer The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change. This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Enersense International Plc (the Company”) in any jurisdiction where such offer or sale would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In any EEA Member State or the United Kingdom, other than Finland, this announcement is only addressed to and is only directed at qualified investors in that Member State or the United Kingdom within the meaning of Regulation (EU) 2017/1129 (“Prospectus Regulation”) and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK Prospectus Regulation”). Any potential offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus as set out in the Prospectus Regulation or the UK Prospectus Regulation. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. This announcement and the information contained herein are not for distribution in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. In the United Kingdom, this announcement and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it. This announcement is for information purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in any securities of the Company. Evli (the “Lead Manager”) is acting exclusively for the Company and no-one else in connection with the Offering. It will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Lead Manager or any of its respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Forward-looking statements Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialise or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. Information to Distributors For the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) Chapter 5 of the Finnish Financial Supervisory Authority’s regulations regarding investment services and activities, FFFS 2017:2, (together the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, where the target market for shares in the Company are: (i) retail investors and (ii) investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II (the “target market”). Notwithstanding the assessment of the target market, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company. Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.
Enersense has signed a significant agreement on the modernisation of Tsirguliina-Viru power line Enersense International Plc Insider information, 2 June 2021 at 1.30 pm Empower AS, Estonian subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, has signed an agreement with an Estonian power grid company AS Elering on the modernisation of the 330 kV power line between Tsirguliina and Viru substation. Empower AS and Leonhard Weiss Oü, a provider of integrated grid planning, construction, and maintenance, will be jointly responsible for the implementation of the project. The total value of the agreement is EUR 55.9 million, of which Enersense’s share is approximately EUR 28 million. The project consists of preparations and planning, the dismantling of the existing power line, and the construction of a new 200-kilometre power line. The project is expected to be completed by October 2025. ”Enersense has extensive experience in the construction of power lines. It is great that our expertise is valued, and that we can implement demanding projects and act as a responsible partner for our customers. The signed agreement is significant for us, and it strengthens our position on the Baltic markets”, says Jussi Holopainen, CEO of Enersense. The modernisation of the power line between Tsirguliina and Viru substation is a key part of a larger undertaking, in which Baltic electricity networks will be connected to networks in Continental Europe.
Enersense agrees to sell the entire share capital of Värväämö Oy to Citywork Enersense International Plc Insider information, 6 May 2021 at 9.00 am With a deed of sale signed today, a provider of zero-emission energy solutions, Enersense International Plc has agreed to sell the entire share capital of its subsidiary Värväämö Oy, which offers personnel services for the construction industry, to Citywork Oy. Founded in 2006, Citywork is a member of the Celebris Group and provides personnel services in the whole of Finland. Upon completion of the transaction, Citywork is planning to make Värväämö part of its support and personnel services business for the construction industry. The acquisition increases the resources of this business significantly and it will start using the Värväämö brand. The completion of the transaction is subject to the fulfilment of the terms and conditions of the buyer’s funder, agreed in the deed of sale. The transaction is expected to be completed by the end of June 2021. ”In accordance with our new strategy, we will focus on creating and developing zero-emission energy solutions. Subsequently, we could no longer see how Värväämö and its personnel services for the construction industry could support our core business. We believe that the new owner will enable Värväämö to develop into an even stronger player in its field,” says Enersense’s CEO Jussi Holopainen. The minimum price for all the shares will be EUR 2,000,000 and the maximum EUR 3,000,000, and the price consists of a basic purchase price of EUR 500,000, adjusted in accordance with the terms of the deed of sale, and an additional purchase price linked to the EBITDA of Citywork’s support and personnel services business for the construction industry in 2022 and 2023. The achievement of the maximum purchase price will also be affected by the turnover of Citywork’s construction support and personnel services business and Värväämö in the financial year 2021. The purchase price will be paid in cash. When completed, the transaction will have no effect on Enersense’s financial guidance or medium-term financial targets. Värväämö Oy has around 200 employees. Värväämö specialises in employment services for the construction industry. In 2020, its turnover was EUR 13.8 million (EUR 16.5 million in 2019). In 2020, the company’s EBITDA was approximately EUR -0.5 million (EUR 0.05 million in 2019) and its balance sheet total amounted to about EUR 2.2 million (EUR 2.1 million in 2019).Enersense will not completely divest its personnel leasing services as the company will retain both know-how and an ability to scale resources internally. Upon completion of the transaction, the Staff Leasing business unit will be closed down and, going forward, the Enersense Group will have four business areas: Smart Industry, Power, Connectivity and International Operations. The resourcing business of the Smart Industry business unit will remain unchanged. ”The transaction will not affect Enersense’s ability to scale resources internally, which is very important to us,” says Holopainen.
Enersense concludes negotiations on a new financing package Enersense International Plc Company bulletin, 4 May 2021 at 10.30 am A provider of zero-emission energy solutions, Enersense International Plc has concluded the negotiations on the financing its operations. The company’s new financing package consists of two senior loans and several bank guarantee and invoice financing facilities. The financing is used for developing operations and managing working capital (“New Financing”). The senior loans and bank guarantee facilities made available as a part of the New Financing will be at Enersense’s disposal, provided certain customary conditions precedents for utilisation have been fulfilled. As part of the New Financing, the company will replace the existing EUR 12.7 million short-term financing facilities with two senior loans, totalling EUR 12 million. Each senior loan amounts to EUR 6 million and will mature in 2026. In addition, Enersense replaces a part of its previous bank guarantee facilities with the new bank guarantee facilities negotiated as a part of the New Financing. Enersense has bank guarantee facilities totalling EUR 36.9 million. The total amount of the new bank guarantee facilities negotiated as part of the New Financing is EUR 20 million. The company also has invoice financing facilities totalling EUR 41.5 million. The new facilities account for EUR 27 million of the total. “We are pleased to have new partners to support the development of our business. The increase in financing facilities used to support the business operations indicates that we have succeeded excellently in increasing our sales,” says Jussi Holopainen, CEO of Enersense.
