Enersense International Plc successfully completes its 1,775,000 new share directed share issue and raises approximately EUR 16 million

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.