The Finnish Financial Supervisory Authority Has Approved Enersense International Plc’s Finnish Language Listing Prospectus

The Finnish Financial Supervisory Authority Has Approved Enersense International Plc’s Finnish Language Listing Prospectus

The Finnish Financial Supervisory Authority has today, on 10 June 2021, approved Enersense International Plc’s (“Enersense” or the “Company”) Finnish language Listing Prospectus (the “Finnish Prospectus“) relating to Enersense’s directed share issue, the terms and conditions of which have been published today on 10 June 2021 through a stock exchange release, and the Company’s planned transfer from the Nasdaq First North Growth Market Finland marketplace to the official list of Nasdaq Helsinki. The Company has previously announced its plans through a company announcement published on 4 June 2021.

The Finnish Prospectus will be available in electronic form on or about 10 June 2021 on Enersense’s website at www.enersense.com/osakeanti, Evli Bank Plc’s website at www.evli.com/enersense and on Nordnet Bank AB Finnish Branch’s website at www.nordnet.fi/fi/enersense. A print version of the Finnish Prospectus will be available at the registered office of the Company at Konepajanranta 2, FI-28100 Pori, Finland. In addition, the Finnish Prospectus will be available at Evli’s branch offices at Aleksanterinkatu 19 A, 4th floor, FI-00101 Helsinki, Finland. An English language translation of the Finnish Prospectus (the “Offering Circular”) will be available on or about 10 June 2021 on the Company’s website at www.enersense.com/share-issue and on Evli’s website at www.evli.com/enersense.

The Company has on 7 June 2021 submitted a listing application to Nasdaq Helsinki to admit the Company’s shares to trading on the official list of Nasdaq Helsinki. Trading in the Company’s shares is expected to commence on the official list of Nasdaq Helsinki on or about 14 June 2021 and in respect of the news to be issued in the share issue on or about 24 June 2021, provided that Nasdaq Helsinki approves the Company’s listing application.

The subscription period for Enersense’s share issue commences on 14 June 2021 at 10:00 a.m (Finnish time).

On 4 May 2021, the Company announced that it had agreed a long-term financing arrangement with certain financial institutions. The Offering Circular includes previously undisclosed specifying information on the Company’s long-term financing. The key specifying information has been described below:

The Company’s financing from its key financiers (the “Financiers”) is governed by the agreement on special terms and conditions signed by the Financiers, Enersense and Empower Oyj on 4 May 2021 (the “Special Terms Agreement”). The Special Terms Agreement includes certain special terms that are applicable to bilateral loans and agreements entered into between the Company and each Financier.

The Special Terms Agreement includes financial covenants measuring the ratio of interest-bearing debt to EBITDA and the equity ratio. In addition, the Special Terms Agreement includes certain covenants customary in financing agreements that limit the Company’s and its subsidiaries’ operations and from which can be deviated within the customary exceptions included in the Special Terms Agreement or with a separate approval by the Financiers.

Furthermore, the Special Terms Agreement also includes restrictions on dividend distributions in the event that the terms and conditions of the financing agreements covered by the Special Terms Agreement have been breached, the dividend distribution would lead to such breach or the dividend distribution could compromise the repayment of the financing.

 

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.