Enersense is planning a share issue and aims to apply for listing of its shares onto Nasdaq Helsinki main market

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.