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Directed share issue of Enersense International Plc – Subscription period of the share issue 14 June – 22 June 2021

Enersense International Plc ( “Enersense” or “the Company”) is a Finnish provider of emission-free energy solutions with international operations. The Company offers also other solutions related to energy, telecommunications and industry. Enersense is closely involved in the current energy transition and in creating a zero-emission society.

The Company’s main sectors are industry, construction, energy and telecommunications. Enersense supports the success of Nordic and international industrial, energy, telecommunications and construction companies with its diverse services and expertise as these sectors transition towards a zero-emission future.

Enersense’s key strenghts

  • Enersense is one of the leading players in the various areas of the energy revolution with its versatile services
  • Enersense’s services ensure the continuity of functions that are important for society
  • The Company is a special expert in demanding industrial services
  • Enersense has a good reputation as a high-quality and expert service provider among its customers
  • Workforce flexibility and efficient use of resources
  • Investments in motivating employees and in safety
  • Investments in digital products and services.

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.

In the share issue, Enersense aims to collect gross proceeds of approximately EUR 15 million by offering new shares for subscription. Enersense estimates that the fees and expenses payable by it in relation to the share issue will amount to approximately EUR 1.4 million (assuming that the Company will receive EUR 15 million gross proceeds), and as such, the net proceeds that Enersense will receive from the share issue are estimated to be approximately EUR 13.6 million. 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.

Terms and conditions of the offering in brief

The Company aims to raise preliminary 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 share issue consists of

  • Public Offering of preliminarily a maximum of 335,000 New Shares
  • Institutional Offering of preliminarily a maximum of 1,040,000 New Shares
  • Personnel Offering of preliminarily a maximum of 150,000 New Shares

The Company’s Board of Directors in entitled to increase the number of the Offer Shares by 250,000 New Shares at maximum (the “Additional Shares”). If the Additional Shares are also subscribed for in full, the Company can issue a maximum of 1,775,000 New Shares, in which case the New Shares would represent 15.3 percent of the Company’s all Shares before the Share Issue and 13.2 percent after the Share Issue.

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 undertaken to become cornerstone investors (the “Cornerstone Investors”) in the Share Issue. Subject to certain customary conditions, the Cornerstone Investors have each undertaken to subscribe for Offer Shares at the Final Subscription Price for approximately EUR 8.3 million in total in the Share Issue. The Cornerstone Investors have undertaken to subscribe for Offer Shares as follows:

  • Veritas Pension Insurance Company Ltd’s undertaking amounts to EUR 3.5 million.
  • Nidoco AB’s undertaking amounts to EUR 2.5 million.
  • Aurator Asset Management Ltd’s undertaking amounts to EUR 1.85 million.
  • Verman Group Oy’s undertaking amounts to EUR 437,500.

Important dates

Prospectus available in electronic format

10 June 2021 (estimate)

Trading in Company’s shares on the official list of Nasdaq Helsinki expected to commence

14 June 2021

Subscription period commences

14 June 2021 at 10:00 a.m. (Finnish time)

The subscription periods may be discontinued at the earliest

18 June 2021 at 4:00 p.m. (Finnish time)

Subscription periods for the Public Offering and the Personnel Offering end

21 June 2021 at 4:00 p.m. (Finnish time)

Subscription period for the Institutional Offering ends

22 June 2021 at 9:00 p.m. (Finnish time)

Announcement of the final results of the Offering

23 June 2021 (estimate)

The New Shares subscribed for in the Public Offering and the Personnel Offering will be recorded in the book-entry accounts

23 June 2021 (estimate)

Trading in the New Shares on the official list of Nasdaq Helsinki is expected to commence

24 June 2021 (estimate)

The New Shares subscribed for in the Institutional Offering are ready to be delivered against payment through Euroclear Finland Oy

28 June 2021 (estimate)

 

Strategy and financial targets in brief

Enersense’s core strategy is to be a creator of zero-emission energy solutions and an enabler of an emission-free society through profitable business operations. Enersense’s strategy supports the ongoing energy revolution in society, where energy production is increasingly shifting towards renewable energy sources and end users are more and more aware of the impacts of energy production on the environment and society at large.

Enersense’s strategy includes the following long-term financial targets:

  • Increasing the share of net sales generated by low-emission and zero-emission solutions to 75 percent by 2025. In 2020, these projects accounted for approximately 50 percent of net sales.
  • Investing in the Finnish market over the next five years and continuing strong international expansion in the Nordic countries, the Baltic countries and selected markets such as Germany, France and the UK.
  • Achieving net sales of EUR 300 million through organic growth by 2025. In additional to organic growth, Enersense actively seeks business acquisition targets for executing its strategy, and therefore inorganic growth could increase net sales significantly.
  • Achieving an EBITDA margin of 10 percent by 2025.

Subscription price and number of shares to be subscribed

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. In the Personnel Offering, the subscription price is lower of the following: 1) the Final Subscription Price less 10 percent, or 2) EUR 8.51 per Share.

Commitments in the Public Offering must be for no less than 100 Shares and no more than 9,999 Shares. The Commitment in the Personnel Offering must concern at least 200.00 and at most 100,000.00 euros per investor. An investor, whose Commitment is for at least 10,000 Shares, but no less than EUR 100,400 may participate in the Institutional Offering.

Subscription place in the Public Offering

  • Evli’s online service at www.evli.com/enersense-en. In the online service, subscriptions can be submitted using the online bank credentials of Evli Bank, Aktia, Danske Bank, Handelsbanken, Nordea Bank, Oma Savings Bank, OP Bank, POP Bank, S-Bank, Savings Bank and Ålandsbanken. The subscription shall be paid when making the subscription and the subscriber is required to ensure that the subscription price does not exceed the possible daily limit for transfer of funds from the investor’s bank account. The subscription cannot be made in the online service without settling the payment at the same time. In addition, when an individual is submitting a subscription on behalf of an entity, they required to prove their authority for the subscription by delivering a trade register extract or other document proving the authority to the email address mail.enersense@evli.com.

  • Evli’s office in the address Aleksanterinkatu 19 A, FI-00100 Helsinki, during banking days between 9 a.m. and 4 p.m. (Finnish time). The possibility of submitting subscriptions in the office is conditional to the possible restrictions imposed by the authorities, and the possibility of submitting a subscription in the office cannot be guaranteed. Should an investor wish to submit a subscription at the office of the Lead Manager, the investor is required to make a prior booking for an appointment for the subscription. The booking of the appointment shall be made at latest on the first banking day after the commencement of the relevant subscription period. The booking request can be emailed to mail.enersense@evli.com. The investor must provide proof of identity when submitting a subscription. An individual submitting a subscription on behalf of an entity must provide an authorisation for the subscription. Entities subscribing for the Offer Shares must have a valid LEI code. The subscription must be paid to Evli’s bank account in accordance with the instructions presented in the subscription form.

  • Evli’s subscription point, where the subscription can be delivered by telefax or email. More detailed instructions for submitting the subscription by telefax or email and paying for the subscription must be requested beforehand from Evli’s subscription point by calling to +358 9 4766 9573. Calls to Evli’s customer service are recorded.

  • Nordnet’s online service at www.nordnet.fi/fi/enersense. In the online service, subscriptions can be submitted using the online bank credentials of Aktia, Danske Bank, Handelsbanken, Nordea, Oma Savings Bank, OP Bank, POP Bank, S-Bank, Savings Bank and Ålandsbanken. When agreed separately, a subscription can also be submitted in the Public Offering in Nordnet’s office in the address Yliopistonkatu 5, FI-00100 Helsinki, Finland, during banking days between 1 p.m. and 5 p.m. (Finnish time). In case of a Commitment submitted through Nordnet’s online service, the payment is charged from the investor’s cash account at Nordnet, when the investor confirms the Commitment with the online bank credentials.

SUBSCRIBE HERE (Persons)

SUBSCRIBE HERE (Entities)


Personnel Offering

In the Personnel Offering, the subscription place is Evli Alexander Incentives Oy. The Commitments and payments are made in accordance with separate instructions provided to the individuals or entities entitled to participate in the Personnel Offering.

Institutional Offering

Commitments of institutional investors are accepted by the Lead Manager of the Share Issue and Nordnet. More information is available from Evli in the telephone number +358 9 4766 9123 and from the email address mail.enersense@evli.com, or from Nordnet in the telephone number +358 9 6817 8444.

Important notice

Please read the terms of the Offering and other information contained in the prospectus carefully before subscription.

Trading in Enersense’s shares on the official list of Nasdaq Helsinki is expected to commence on 14 June 2021 and trading in the New Shares on the official list of the Helsinki Stock Exchange is expected to commence on 24 June 2021.

Materials

Offering circular

The documents incorporated by reference

Verification report of the auditor on the compilation of the pro forma financial information

The Company’s Finnish language Articles of Association

Investor event

Enersense will hold a virtual company presentation (in Finnish) on 14 June 2021 from 5 p.m. You can register for the event here

Releases

Stock exchange releases

10 June 2021 - Enersense International Oyj: The Finnish Financial Supervisory Authority Has Approved Enersense International Plc's Finnish Language Listing Prospectus

10 June 2021 - Enersense International Plc publishes the terms of the directed share issue

7 June 2021 - Enersense International Plc has applied for its shares to be listed on the official list of Nasdaq Helsinki Ltd

Company announcements

4 June 2021 - Enersense is planning a share issue and aims to apply for listing of its shares onto Nasdaq Helsinki main market