Enersense International Plc publishes the terms of the directed share issue

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Enersense International Plc
Stock exchange release – Insider information 10 June 2021 at 9.55 a.m.

Enersense International Plc publishes the terms of the directed share issue

The Annual General Meeting of the shareholders of Enersense International Plc (the “Company”) resolved on 19 March 2021 to authorise the Company’s Board of Directors to decide on an issue of a maximum of 3,000,000 new shares. The Board of Directors was authorised to decide within the limits of the authorisation mentioned above on all terms and conditions of the share issue, including issuing shares in a directed share issue. The Company’s Board of Directors is expected to decide on the issuance of New Shares (as defined below) based on the authorisation on or about 23 June 2021. The Company aims to raise preliminarily a maximum of approximately EUR 15 million before the expenses related to the arrangement by offering preliminarily a maximum of 1,525,000 new shares (the “New Shares” or the “Offer Shares”) in deviation from the shareholders’ pre-emptive subscription rights in (i) an institutional offering to institutional investors in Finland and internationally in compliance with the applicable legislation (the “Institutional Offering”), (ii) a public offering to private individuals and entities in Finland (the “Public Offering”) and (iii) in a personnel offering 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” and together with the Institutional Offering and the Public Offering, the “Share Issue”). The Company’s Board of Directors is entitled to increase the number of the Offer Shares by 250,000 New Shares at maximum (the “Additional Shares”) and the Company’s Board of Directors has also the right to cancel the Share Issue at any time before the execution of the Share Issue for any reason, such as the market conditions, the Company’s financial position or a material change in the Company’s business. The Company, the Company's Board of Directors, the Company's management and employees participating in the Personnel Issue are expected to enter into usual transfer restriction arrangements.

Enersense announced on 4 June 2021 that it is planning a share issue and specified its plan regarding the transfer onto the main market of Nasdaq Helsinki Ltd (”Main Market”). The Company has submitted a Prospectus (“Prospectus”) for the share issue and list transfer for approval by the Finnish Financial Supervisory Authority. The Prospectus is expected to be approved on or about 10 June 2021.

The Share Issue in brief:

• The Company aims to raise preliminarily a maximum of approximately EUR 15 million before the expenses related to the arrangement by offering preliminarily a maximum of 1,525,000 New Shares in deviation from the shareholders’ pre-emptive subscription rights in (i) an Institutional Offering, (ii) a Public Offering and (iii) in a Personnel Offering
• The subscription price in the Share Issue (the “Final Subscription Price”) is determined on the basis of the subscription offers provided by institutional investors in market terms, and the Company will decide the Final Subscription Price on or about 23 June 2021. However, the subscription price of the Offer Shares is EUR 10.04 per Offer Share at maximum (the “Maximum Subscription Price”) in the Institutional Offering and the Public Offering. The Maximum Subscription Price corresponds to the Company’s share’s volume-weighted average price during the 10 trading days preceding the date of the Prospectus (27 May 2021 –  9 June 2021).
• In the Personnel Offering, the subscription price is the lower of the following: 1) the Final Subscription Price reduced by 10 percent, or 2) EUR 8.51 per Share.
• The Offer Shares represent at most 11.6 percent of the Company’s all shares (the “Shares”) and votes after the Share Issue assuming that the Company issues a maximum of 1,525,000 New Shares and the individuals entitled to participate in the Personnel Offering subscribe for 150,000 New Shares in total with the subscription price applied to these Shares.
• 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. Cornerstone investors have committed to subscribe for Offer Shares as follows:
  • Veritas Pension Insurance Company Ltd with EUR 3.5 million
  • Nidoco AB with EUR 2.5 million
  • Aurator Asset Management Ltd with EUR 1.85 million
  • Verman Group Oy with EUR 437 500
• In the Public Offering, preliminarily a maximum of 335,000 New Shares will be offered.
• In the Institutional Offering, preliminarily a maximum of 1,040,000 New Shares will be offered.
• In the Personnel Offering, preliminarily a maximum of 150,000 New Shares will be offered.
• The subscription period for the Institutional Offering will commence on 14 June 2021, at 10:00 a.m. (Finnish time) and end at the latest on 22 June 2021, at 9:00 p.m. (Finnish time).
• The subscription period for the Public Offering will commence on 14 June 2021, at 10:00 a.m. (Finnish time) and end at the latest on 21 June 2021, at 4:00 p.m. (Finnish time).
• The subscription period for the Personnel Offering will commence on 14 June 2021, at 10:00 a.m. (Finnish time) and ends at the latest on 21 June 2021, at 4:00 p.m. (Finnish time).
• The subscription periods may be discontinued independently of each other earliest on 18 June 2021 at 4:00 p.m. (Finnish time).
• The Company has appointed Evli Bank Plc to act as the lead manager in the Share Issue. Roschier, Attorneys Ltd. acts as the legal adviser to the Company. IR Partners Oy acts as acts as communication advisor to Enersense.
• Evli Bank Plc and Nordnet Bank AB act as subscription places in the Institutional Offering and Public Offering. Evli Alexander Incentives acts as subscription place in the Personnel Offering.

The terms and conditions of the Share Issue are attached to this release in their entirety.

Background of the Share Issue and use of proceeds

The objective of the Share Issue is to promote Enersense’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

The proceeds from the Share Issue are intended to be used for working capital needs as well as for supporting the growth and development of the business operations in accordance with the Company’s strategy.

The planned transfer onto the Main Market and publication of the Prospectus

The Shares in Enersense are subject to trading on Nasdaq First North Growth Market Finland marketplace under the share trading code ESENSE. Enersense announced on 7 June 2021 that it has submitted a listing application to Nasdaq Helsinki to list the Shares onto the Main Market. Trading in the Shares is expected to commence on the Main Market on or about 14 June 2021 and in respect of the New Shares to be issued in the Share Issue on or about 24 June 2021.

Enersense has submitted a Prospectus regarding the Share Issue and list transfer for approval by the Finnish Financial Supervisory Authority. The Company expects the Prospectus to be approved on or about 10 June 2021. The Finnish Prospectus will be available in electronic format after the approval of the Prospectus on or about 10 June 2021 on the Company’s website at www.enersense.com/osakeanti, at the website of Evli Bank Plc at www.evli.com/enersense and at the website of Nordnet Bank AB Finnish Branch at www.nordnet.fi/fi/enersense. The printed version of the 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 on or about 10 June 2021 at Evli’s branch offices at Aleksanterinkatu 19 A, 4^th floor, FI-00101 Helsinki, Finland

The English language Offering Circular and the documents incorporated therein by reference will be available on or about 10 June 2021 on the Company’s website at www.enersense.com/share-issue and on the website of Evli at www.evli.com/enersense-en.

Important dates

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.

More information:

Jussi Holopainen, CEO
Tel.: +358 44 517 4543
Email: jussi.holopainen@enersense.com

Certified advisor: Alexander Corporate Finance Oy
Tel.: +358 50 520 4098

Media contact:Tommi Manninen, Senior Vice President, Communications and Public Affairs
Tel.: +358 400 437 515
Email: tommi.manninen@enersense.com

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,400 employees, and it operates in Finland and internationally in around 40 countries. More information is available at www.enersense.com.