Stock Exchange Release|20.6.2022

Enersense acquires Voimatel Oy, a company specialising in critical infrastructure and energy services, with a share exchange and also implements a directed share issue to KPY Co-operative

Enersense International Plc 
Insider information, 20 June 2022 at 12:00 p.m. 

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Enersense International Plc, a provider of zero-emission energy solutions, has signed an agreement (“Contract of Sale”) on acquiring the entire share capital of Voimatel Oy, a company specialising in critical infrastructure and energy services, with a share exchange (“Share Transaction”). The total purchase price (“Purchase Price”) to be paid in the Share Transaction to Voimatel’s current owner KPY Co-operative is EUR 9.0 million The Purchase Price will be paid in full by means of new Enersense shares to be issued in connection with the execution of the Share Transaction, which will be directed to Voimatel Oy’s owner KPY Co-operative to subscribe for. The completion of the acquisition is subject to the approval of the Finnish Competition and Consumer Authority as well as the fulfilment of the customary terms and conditions of the Share Transaction. In addition, KPY Co-operative has made an additional investment of EUR 2.2 million in Enersense in connection with signing the Contract of Sale. 

The Finnish company Voimatel Oy's business is based on the design and implementation of critical infrastructure, information, distribution, and transmission network services, as well as energy services such as solar energy, electric transport, optimisation of energy use, and energy storage services. Voimatel has three subsidiaries: OptiWatti and Datasilta in Finland and Boftel in Estonia. 

The new entity would have a turnover of approximately EUR 370 million and the Group would employ about 3,000 people. Subject to the completion of the acquisition, Voimatel’s data network business will be reported as part of Enersense’s Connectivity segment and electrical network business as part of Power segment. Connectivity segment is involved in all phases of the lifecycles of data networks and following the corporate transaction it will strengthen its position in telecommunications networks. Power segment is a key player in implementing energy transition with comprehensive services in electricity transmission and distribution as well as renewable energy projects. 

Jussi Holopainen, President and CEO, Enersense International Plc: 

“In line with Enersense's growth strategy, we are seeking growth both organically and through acquisitions. With the acquisition of Voimatel, we will have additional skilled personnel, which enables the Group to continue to grow and develop. As a result of the acquisition, we achieve synergy gain due to the similarity between Enersense’s and Voimatel's businesses. When we combine our expertise, we are able to operate more efficiently, improve our profitability and respond to competition. In the future, Enersense will be more able than before to advance data and energy network solutions as well as strongly growing energy services such as solar power and electric transport services.” 

Juha Silvola, Executive Vice President, Enersense International Plc: 

“The acquisition of Voimatel complements and further expands Enersense's diverse range of services as a provider of zero-emission energy solutions. Functional data and energy networks play a key role in society, and the corporate transaction strengthens Enersense's position as a key constructor and operator of critical network infrastructure. The creation, development and maintenance of critical communications and network infrastructure is key to the functionality and security of supply throughout Finland now and in the future. With the corporate transaction, Enersense will also receive considerable input for smart network solutions and optimisation of energy use. 

Voimatel in brief: 

Voimatel group’s revenue in 2021 was EUR 133.1 million (EUR 140.8 million in 2020), while the group’s EBITDA in 2021 was EUR 4.0 million (EUR 6.3 million in 2020) and balance sheet in 2021 was EUR 50.7 million (EUR 62.7 million in 2020). Voimatel’s financial statement follows the Finnish Accounting Standards (FAS). The group employs around 1,000 employees. 

Share Transaction in brief: 

Subject to the completion of the Share Transaction, Enersense will pay EUR 9.0 million as the Purchase Price for Voimatel’s share capital to Voimatel’s current owner KPY Co-operative. The Purchase Price will be paid in full by means of new Enersense shares to be issued in connection with the execution of the Share Transaction, which will be directed to Voimatel Oy’s owner KPY Co-operative to subscribe for. Voimatel's net debt in the financial statement of 2021 amounted to EUR 1.1 million according to the Finnish Accounting Standards (FAS). In accordance with the terms of the Contract of Sale, Enersense will receive Voimatel’s cumulative cash flow from 1 January 2022 until the completion of the Share Transaction (the so-called locked box mechanism).  

The subscription price of the new Enersense shares to be paid for the Purchase Price has been agreed at EUR 7.4 per share in the Contract of Sale, corresponding to the volume-weighted average price of the Enersense share on Nasdaq Helsinki Oy's stock market listing for [20] trading days before the Contract of Sale signature date plus a premium of about three per cent. In the Share Transaction, the maximum number of new shares is limited to 1,216,216 as payment of the Purchase Price. 

Directed share issue to KPY Co-operative: 

In addition, in a directed share issue held in connection with the signing of the Contract of Sale, the Board of Directors of Enersense decided to issue a total of 297,297 new shares under the authorisation of the Annual General Meeting on 4 April 2022, in deviation from the shareholders' prerogative, for the subscription of KPY Co-operative. The subscription price of the new Enersense shares to be issued in the directed share issue is EUR 7.4 per share, which corresponds to the volume-weighted average price of the Enersense share on Nasdaq Helsinki Oy's stock market listing for [20] trading days before the closing day of the share issue plus a premium of about three per cent. The total subscription price of the shares will be recorded in full in Enersense's invested free capital fund and there will be no changes to Enersense's share capital. 

After the new shares subscribed in the directed share issue have been registered with the Trade Register, the total number of shares in Enersense will be 16,293,357. The number of new shares subscribed in the directed share issue represents approximately 1.8 per cent of Enersense's share capital after the registration of the new shares. The shares entitle Enersense to potentially distribute a full dividend and other distribution of funds, as well as producing other shareholder rights in the company from the time the shares have been entered in the Trade Register and the company's shareholder register. Enersense will apply for the admission of new shares to public trading on Nasdaq Helsinki Oy's stock exchange listing at the same type as Enersense's existing shares after they are registered with the Trade Register. 

Other: 

The completion of the Share Transaction is subject to the approval of the Finnish Competition and Consumer Authority and the fulfilment of the customary terms and conditions of the Share Transaction. If the Finnish Competition and Consumer Authority issues its decision after the first stage of the acquisition notification, Enersense estimates it to take place in the final quarter of 2022. If the Finnish Competition and Consumer Authority decides to transfer the acquisition notification for further processing (the so-called second stage processing), the company estimates the decision of the Finnish Competition and Consumer Authority regarding the acquisition to take place in the first quarter of 2023. 

Subject to the completion of the acquisition, the transaction will have a financial impact on Enersense. At this stage, Enersense will keep its 2022 guidance unchanged until the schedule for the completion of the transaction is confirmed. 

Important notice 

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

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

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

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

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