Enersense issues EUR 4 million additional convertible capital notes under the amended terms and conditions approved in the Noteholders’ Meeting

Following the passing of the Proposal, Enersense has resolved to issue additional convertible capital notes (the “Subsequent Notes”) in the aggregate nominal amount of EUR 4,000,000 to selected professional investors as a tap issuance under the amended terms and conditions of the Notes (the “Tap Issuance”). The net proceeds of the Tap Issuance will be used for general corporate purposes. The issue date of the Subsequent Notes is expected to be on or about December 11, 2025 and the issue price will be 100%.

Pursuant to the amended terms and conditions of the Notes, the Subsequent Notes will initially bear a fixed coupon, payable semi-annually in arrears. The coupon will be 7.0% per annum until January 15, 2026 and, thereafter, 8.0% per annum until January 15, 2029. From January 15, 2029 onwards, interest on the Subsequent Notes will be determined by reference to the 3-month Euribor plus a margin of 10.708% per annum, payable quarterly in arrears.

In connection with the execution of the Tap Issuance, the Board of Directors of the Company has, based on the authorization granted by the Annual General Meeting held on April 16, 2025, resolved to issue 40 special rights entitling to shares of the Company referred to in Chapter 10 Section 1 of the Finnish Companies Act (624/2006, as amended) to enable the conversion of the Subsequent Notes into shares in accordance with the amended terms and conditions of the Notes. The special rights were issued in deviation from the shareholders’ pre-emptive rights (directed issue) for no consideration to the subscribers of the Subsequent Notes in the Tap Issuance. The special rights are attached to the Subsequent Notes and cannot be separated from the Subsequent Notes.

A special right is attached to each Subsequent Note with a nominal value of EUR 100,000. Each special right entitles to 14,285.71 (not exact number) new shares of the Company. The initial conversion price per share has been set at EUR 7.00 as set forth in the amended terms and conditions of the Notes. Based on the initial conversion price, the conversion of all the Subsequent Notes would result in the issue of a maximum of 571,428 new shares in the Company, representing in total approximately 3.5% of the current total amount of shares in the Company (approximately 3.3% on a fully diluted basis). Adjustments may be made to the conversion price, as further described in the amended terms and conditions of the Notes. Should adjustments be made to the conversion price, requiring an increase of the number of shares to be issued, a separate resolution will be made as required by the Finnish Companies Act to increase of the number of shares.

The Board of Directors considered that there are weighty financial reasons for the issuance of special rights in respect of the Subsequent Notes in the Tap Issuance, because the execution of the Tap Issuance strengthens the Company’s balance sheet, prolongs its maturity profile and supports the refinancing of the Company’s other debt financing facilities.

No application has been made or is currently contemplated to be made to list the Subsequent Notes or admit them to trading on any market. The additional special rights entitling to shares are expected to be registered in the Finnish Trade Register in early December.

Following the execution of the Tap Issuance, the total nominal amount of the Notes issued under the amended terms and conditions of the Notes is EUR 30,000,000. The maximum number of new shares to be issued based on the special rights attached to the Notes is 4,285,714 shares.

Nordea Bank Abp is acting as the Lead Arranger and Bookrunner and Danske Bank A/S as the Arranger and Bookrunner for the Tap Issuance.

“The completed financing arrangement for approximately three years has a significant positive impact on Enersense’s financial position and its ability to implement the lifecycle partner strategy published in the summer. I would like to thank our financiers for their trust in our company’s operations. Taking into account the effect of the financing arrangement, unofficial pro forma figures at the end of September 2025 (figures reported in the January–September Business Review in parentheses) would have been: interest-bearing net debt EUR 8.9 (38.5) million, net gearing 14.0 (98.9) percent, and equity ratio 37.6 (22.9) percent,” says Kari Sundbäck, CEO of Enersense.

ENERSENSE INTERNATIONAL PLC

Kari Sundbäck
CEO

Further information:

Jyrki Paappa
CFO
Tel. +358 50 556 6512 
Email: jyrki.paappa@enersense.com

Liisi Tamminen
Head of Communications and Sustainability
Tel. +358 44 222 5552
Email: liisi.tamminen@enersense.com

Distribution:
Nasdaq Helsinki
Key media
www.enersense.com

Important Information

No action has been taken by Enersense, Nordea Bank Abp, Danske Bank A/S or any of their respective affiliates that would permit an offering of the Notes or the Company’s shares (each a “Security” and together, the “Securities”) or possession or distribution of this announcement or any offering or publicity material relating to the Tap Issuance or the Securities (together, the “Offer Materials”) in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement or any other Offer Materials comes are required by the Company, Nordea Bank Abp and Danske Bank A/S to inform themselves about, and to observe, any such restrictions.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions), Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or to any other jurisdiction where such an announcement 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.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, Notes to any person in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or in any other jurisdiction.

This announcement and any other Offer Materials are not intended as investment advice and under no circumstances are they to be used or considered as an offer to sell, or a solicitation of an offer to buy, any Security nor a recommendation to buy or sell any Security.

An investment in the Securities includes a risk. Any decision to purchase any of the Securities should only be made on the basis of an independent review by a prospective investor of the Company’s publicly available information and the terms and conditions of the Securities. Each person receiving this announcement, or any other Offer Materials should consult his/her professional advisers to ascertain the suitability of the Securities as an investment. Neither Nordea Bank Abp, Danske Bank A/S nor any of their respective affiliates accept any liability arising from the use of, or make any representation as to the accuracy or completeness of, this stock exchange release or any other Offer Materials or the Company’s publicly available information. The information contained in this announcement, or any other Offer Materials is subject to change in its entirety without notice up to the date of issue of the Notes.

Nordea Bank Abp and Danske Bank A/S are acting on behalf of the Company and no one else in connection with the Securities and will not be responsible to any other person for providing the protections afforded to clients of Nordea Bank Abp and Danske Bank A/S or for providing advice in relation to the Securities.

Potential investors who are in any doubt about the contents of this announcement or any other Offer Materials should consult their stockbroker, bank manager, solicitor, accountant or other financial adviser. It should be remembered that the price of Securities and the income from them can go down as well as up.

This announcement may include statements that are, or may be deemed to be, ”forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms ”believes”, ”estimates”, ”plans”, ”projects”, ”anticipates”, ”expects”, ”intends”, ”may”, ”will” or ”should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Enersense Group’s business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made. Each of the Company, Nordea Bank Abp, Danske Bank A/S and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

THE SECURITIES MENTIONED IN THIS DOCUMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, ABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION. THE NOTES ARE BEING OFFERED AND SOLD OUTSIDE OF THE UNITED STATES IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT.

THIS ANNOUNCEMENT AND THE TAP ISSUANCE WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE “EEA”) AND THE UNITED KINGDOM (THE “UK”) AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (“QUALIFIED INVESTORS”). FOR THESE PURPOSES, THE EXPRESSION “PROSPECTUS REGULATION” MEANS, IN THE CASE OF THE EEA, REGULATION (EU) 2017/1129 AND, IN THE CASE OF THE UK, REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE “EUWA”).

THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UK. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS, IN THE EEA, A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF MIFID II; OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS, IN THE UK, A PERSON WHO IS ONE (OR MORE) OF (I) A RETAIL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2 OF REGULATION (EU) NO 2017/565 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA OR (II) A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE “FSMA”) AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA TO IMPLEMENT DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF UK MiFIR. CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED (THE “PRIIPS REGULATION”) OR THE PRIIPS REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA (THE “UK PRIIPS REGULATION”) FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA OR THE UK HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UK MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION AND/OR THE UK PRIIPS REGULATION.

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SOLELY 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) LOCAL IMPLEMENTING MEASURES (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 NOTES HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT: (I) THE TARGET MARKET FOR THE NOTES IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN MIFID II; AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE NOTES TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE NOTES (A “DISTRIBUTOR”) SHOULD TAKE INTO CONSIDERATION THE MANUFACTURER’S TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE NOTES (BY EITHER ADOPTING OR REFINING THE MANUFACTURER‘S TARGET MARKET ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.

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