2022-12-02 17:00:00 CET

2022-12-02 17:00:02 CET


REGULATED INFORMATION

English
Enersense International Oyj - Inside information

Inside Information: Enersense International Plc completes offering of EUR 26 million Senior Unsecured conditionally Convertible Note due January 2027


Enersense International Plc
Inside information 2 December 2022 at 6:00 p.m.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION,
DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, IN INTO OR FROM, DIRECTLY OR
INDIRECTLY, 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 ANNOUNCEMENTWOULD BE
UNLAWFUL

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE TO U.S. PERSONS OR IN
ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES, AUSTRALIA CANADA, HONG
KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR TO ANY OTHER JURISDICTION
WHERE SUCH AN ANNOUNCEMENT WOULD BE UNLAWFUL. NEITHER THIS ANNOUNCEMENT NOR
ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN
CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.

Enersense International Plc (“Enersense“ or the ”Company”) today completed an
offering (the ”Offering”) of EUR 26 million (the “Nominal Amount”) of senior
unsecured conditionally convertible notes due 15 January 2027 (the ”Notes”).

The net proceeds of the Offering are intended for investments and general
corporate purposes.

The Notes will carry a coupon of 7.0 % per annum, payable semi-annually in
arrear in equal instalments on 15 January and 15 July in each year, commencing
on 15 July 2023. The initial conversion price has been set at EUR 8.00,
representing a conversion premium of approximately 32.1 % to the arithmetic
average of the volume weighted average price of Enersense's shares (the
”Shares”) which are listed on the official list of Nasdaq Helsinki Ltd (“Nasdaq
Helsinki“) on each of the 10 dealing days prior to the launch of the Notes,
representing EUR 6.0573 (the ”Market Reference Price“). The conversion price
will be subject to certain adjustments in the event of specified corporate
events, as well as customary anti-dilution adjustments pursuant to the terms and
conditions of the Notes (the “Terms and Conditions”).

The Notes will be issued at 100 % of the Nominal Amount and, unless previously
converted, redeemed or purchased and cancelled, will be redeemed at 100% of the
Nominal Amount on maturity. Closing is expected to occur on or about 12 December
2022 (the “Issue Date”).

Enersense will have the right to redeem all but not some only of the outstanding
Notes at the Nominal Amount together with accrued but unpaid interest to (but
excluding) the date fixed for redemption, subject to a minimum of 30 days' and a
maximum of 60 days' prior notice:

  · at any time on or after 10 March 2025, if the Parity Value (as defined in
the Terms and Conditions) in respect of a Note exceeds EUR 130,000 on each of
not less than 20 dealing days in any period of 30 consecutive dealing days
ending not earlier than seven business days prior to date on which the notice of
redemption is given to noteholders; or
  · at any time, if prior to date on which the notice of redemption is given to
noteholders less than 15% of the aggregate Nominal Amount of the Notes
originally issued (including any Subsequent Notes, as defined in the Terms and
Conditions) remains outstanding.

Jussi Holopainen, President & CEO of Enersense, commented: "We are very pleased
by the investor interest shown towards Enersense's inaugural convertible bond
issue, which saw strong support from new and existing investors. Based on
multiple discussions with a diverse base of investors, we see clear support for
continuing our journey in enabling the ongoing energy transition in Europe, and
the capital raised from institutional investors in a challenging financial
environment is a strong testament of the value and necessity of our work. The
net proceeds from the transaction will support us in reaching the ambitious
goals that we have set for ourselves, and are an important milestone in enabling
our 2027 targets. I am very proud of the entire Enersense team for making this
possible with the important work that we do for our customers, other
stakeholders, and society at large every single day."

The Notes will become convertible into Enersense's shares subject to a
resolution by the Extraordinary General Meeting of the Company's shareholders
authorizing the Company's Board of Directors to resolve on the issue of special
rights entitling to shares pursuant to Chapter 10, Section 1 of the Finnish
Companies Act (624/2006, as amended) to enable the issue of such Shares upon the
exercise of conversion rights by noteholders in respect of the Notes (the
“Shareholders' Resolution”) and a subsequent resolution by the Board of
Directors to decide on the issue of such special rights based on the
authorization (the “Board Resolution”). The Extraordinary General Meeting is
expected to take place on or about 23 December 2022.

In connection with the Offering, certain shareholders of the Company, including
Nidoco AB, MBÅ Invest Oy, Verman Group Oy and Ensto Invest Oy, who together
represent approximately 54.95 % of Enersense's current total number of Shares,
have irrevocably agreed to vote in favour of the Shareholders' Resolution at the
Extraordinary General Meeting.

If the Shareholder Resolution and the Board Resolution are not passed by the
date falling 3 months after the Issue Date and the Notes have not been redeemed
in accordance with the Terms and Conditions, noteholders will be entitled to
exercise a cash settlement right whereby they would receive a cash amount equal
to the market value of the Shares notionally underlying the Notes as detailed in
the Terms and Conditions.

Nordea Bank Abp is acting as the Sole Global Coordinator and Bookrunner for the
Offering.

Enersense International Plc
Jussi Holopainen
CEO

Further information:

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

Media contacts:

Tommi Manninen, Communications and Public Affairs
Tel: +358 40 043 7515
Email: tommi.manninen@enersense.com

DISTRIBUTION:
Nasdaq Helsinki
Major media
www.enersense.com

Important Information

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 for any
purpose on the information contained in this announcement or its accuracy,
completeness or fairness. The information in this announcement is subject to
change.

No action has been taken by Enersense, Nordea Bank Abp or any of their
respective affiliates that would permit an offering of the Notes or the Shares
(each a “Security” and together, the “Securities”) or possession or distribution
of this announcement or any offering or publicity material relating to the
Offering 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 and
Nordea Bank Abp 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 significant degree of 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 nor any of its 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.

In connection with the Offering, Nordea Bank Abp and any of its respective
affiliates may take up a portion of the Notes in the Offering and/or may acquire
Shares as a principal position and in that capacity may retain, purchase, sell
or offer to sell for their own accounts such Notes, Shares and other securities
of the Company or its group or related investments in connection with the
Offering or otherwise.

Nordea Bank Abp is 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 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 and their respective affiliates expressly
disclaims 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 OFFERING 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.

IN ADDITION, IN THE UNITED KINGDOM THIS STOCK EXCHANGE RELEASE IS BEING
DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”) AND QUALIFIED INVESTORS FALLING
WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
“RELEVANT PERSONS”). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON IN THE
UNITED KINGDOM BY PERSONS WHO ARE NOT RELEVANT PERSONS.

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.

THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY
CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN RELATION TO ANY OFFERING OF THE
NOTES.

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 NOTES.

EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE
ECONOMIC RISK OF AN INVESTMENT IN THE SECURITIES. NONE OF THE COMPANY OR NORDEA
BANK ABP MAKE ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE SECURITIES FOR
ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL
TAX CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE
OF THE SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.

THIS ANNOUNCEMENT HAS NOT BEEN FILED WITH, OR REVIEWED BY, ANY NATIONAL OR LOCAL
SECURITIES COMMISSION OR REGULATORY AUTHORITY OF THE UNITED STATES, THE UNITED
KINGDOM, OR ANY OTHER JURISDICTION, NOR HAS ANY SUCH COMMISSION OR AUTHORITY
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS STOCK EXCHANGE RELEASE. ANY
REPRESENTATION TO THE CONTRARY MAY BE UNLAWFUL AND MAY BE A CRIMINAL OFFENCE.

Enersense in brief:

Enersense International Plc is a creator of zero emission energy solutions and
strongly supports the ongoing energy transition and enabling a zero-emission
society. Enersense Group's revenue in 2021 was approximately EUR 239 million.
The company has approximately 2,000 employees, with operations in Finland and
globally in roughly 40 countries. Enersense's shares are listed on Nasdaq
Helsinki (ESENSE). The company's investor pages can be found at
www.enersense.com/investors.