Enersense International Plc has completed the acquisition of Unified Chargers Oy and decided on the related directed share issue

Enersense International Plc
Stock exchange release 15 November 2022 at 9:10 a.m.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SINGAPORE OR ANY OTHER JURISDICTION WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. FOR FURTHER INFORMATION, PLEASE SEE THE “IMPORTANT NOTICE” BELOW.

Enersense International Plc (“Enersense” or “Company”) has completed the acquisition of Unified Chargers Oy announced on 20 October 2022. In the transaction, Enersense acquired the entire stock of Unified Chargers Oy. The purchase price (“Purchase Price”) of the acquisition is approximately EUR 1.2 million and it will be adjusted as agreed in the purchase agreement (“Purchase Agreement”) according to the so-called locked box method.

The revenue of Unified Chargers Oy for the financial year that ended on 31 January 2022 was EUR 0.4 million and loss for the period was EUR -0.4 million. Its balance sheet total on 31 January 2022 was EUR 0.9 million.

For the payment of the Purchase Price, in connection with the closing of the transaction, Enersense issued, in a directed share issue (“Share Issue”), a total of 199,174 new Enersense shares (“Consideration Shares”) in a share exchange for subscription by the shareholders (“Sellers”) of Unified Chargers Oy. The Sellers have subscribed for the issued Consideration Shares offered for subscription in the Share Issue in full, and the Board of Directors of Enersense has accepted the Sellers’ share subscriptions.

The Share Issues were carried out by the decision of the Board of Directors of Enersense in deviation from the shareholders’ pre-emptive subscription right under the authorisation given by the Extraordinary General Meeting of Enersense on 10 November 2022. The Consideration Shares issued in the Share Issue were issued in order to develop the group’s business and finance the corporate transaction, so there is a weighty financial reason for the Share Issue and the deviation from the pre-emptive right of the shareholders within the meaning of the Finnish Limited Liability Companies Act.

The value of a Consideration Share in the Share Issue was approximately EUR 6.05 per share and the total subscription price of the Consideration Shares EUR 1,205,000. According to the terms and conditions of the Purchase Agreement, the value of a Consideration Share corresponds to the trade volume weighted average price of the Company’s share on Nasdaq Helsinki Ltd during a period of three (3) weeks following the date of signing of the Purchase Agreement, that is, for the period from 21 October to 10 November 2022. The number of shares allocated to a single Seller as payment for the Purchase Price is calculated to one decimal place and rounded to the lowest total number of shares.

According to the terms of the lock-up agreements (“Lock-up Agreement”) concerning the Consideration Shares concluded by Enersense and the Sellers in connection with the closing of the transaction, a total of 67 percent of the Consideration Shares subscribed for by each Seller in the Share Issue are subject to so-called lock-up sales restrictions (“Lock-up”). The Lock-up is lifted in stages within 24 months, as agreed in the Lock-up Agreement.

After the new shares subscribed for in the Share Issue have been registered in the Trade Register, the total number of Enersense shares will be 16,492,531 shares. The number of Consideration Shares directed for subscription corresponds to approximately 1.2 percent of Enersense’s stock after the registration of the Consideration Shares. The Consideration Shares will entitle to full dividends possibly distributed by Enersense and to other distribution of assets as well as carry other shareholder rights in the company starting from when the Consideration Shares have been entered in the Trade Register and the shareholders’ register of the Company. Enersense will be requesting admission to public trading of the new shares on the official list of Nasdaq Helsinki Ltd as the same type of shares as Enersense's current shares, after they have been registered in the Trade Register.

Enersense International Plc
Board of Directors

Further information:

Jussi Holopainen, CEO
Tel: +358 44 517 4543
Email: jussi.holopainen@enersense.com

Media contacts:

Tommi Manninen, Communications and Public Affairs
Tel: +358 40 043 7515
Email: tommi.manninen@enersense.com

Important notice

This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any part of the share issue in the United States or to conduct a public offering of securities in the United States.

The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction where such publication or distribution would violate applicable laws or rules or would require additional documents to be completed or registered or require any measure to be undertaken in addition to the requirements under Finnish law. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

This release does not constitute a prospectus as defined in the Prospectus Regulation and, as such, it does not constitute or form part of, and should not be construed as, an offer to sell, or a solicitation or invitation of any offer to buy, acquire or subscribe for, any securities, or an inducement to enter into investment activity in relation to any securities. No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified, does not purport to be full or complete and may be subject to change. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company and its securities, including the merits and risks involved.

This release includes forward-looking statements that are based on present plans, estimates, projections, and expectations and are not guarantees of future performance. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. Investors should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied in the forward-looking statements. The Company or any of its affiliates, advisors or representatives or any other person undertakes no obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release.