The Board of Directors of
THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, WITHIN OR TO
Summary
- The Board of Directors of
Enersize has resolved to convene an Extraordinary General Meeting within short to be held on5 November 2021 . The notice of the Extraordinary General Meeting will be published through a separate press release. - Through the Rights Issue,
Enersize will receive approximatelySEK 14 million and through the Directed Issue approximatelySEK 14 million , a total of approximatelySEK 28 million before issue costs. - The Rights Issue is 100 percent covered by underwriting commitments.
Enersize will allot one (1) subscription right to all shareholders registered in Enersize’s shareholder register maintained byEuroclear Finland Oy orEuroclear Sweden AB for every (1) share held on the record date, which is scheduled to be9 November 2021 . Two (2) subscription rights entitle to subscription of one (1) new share in the Company.- The subscription price in both the Rights Issue and the Directed Issue is
SEK 0.12 orEUR 0.012 per share. The subscription price has been determined through negotiations with a number of investors and on the terms that the Board of Directors deems the issue can be carried out, adapted to the prevailing market situation. The Company’s Board of Directors therefore considers that the subscription price is market-based. - The subscription period in the Rights Issue runs from and including
12 November 2021 , until and including25 November 2021 inSweden and29 November 2021 inFinland . - The total dilution of the Issues amounts to approximately 51 percent for shareholders who refrain from participating in the Rights Issue, based on the total number of shares in
Enersize after both the Rights Issue and the Directed Issue and assuming the over-allotment option is fully exercised. - An issue memorandum by reason of the Rights Issue will be published no later than
11 November 2021 .
Summary of background and motives
The use of compressed air in manufacturing industry is widespread worldwide and corresponds to a total energy cost of more than
In the past year,
For
The
In 2021, the Board has actively investigated various alternatives for the Company's long-term financing. In May, a bridge financing of
The new share issuances are estimated to secure
- increase Enersize’s recurring revenue from long and financially stable SaaS contracts,
- further trim and shape the organization for growth,
- continue the expansion of the R&D department, develop the next generation of cloud-based software solution and expand the patent portfolio.
In addition, the Board of
The Rights Issue
The Board of Directors proposes that the Extraordinary General Meeting resolves on an issue of no more than 116,886,926 new shares with preferential rights for the Company’s existing shareholders, corresponding to an increase in the equity of approximately
Enersize will allot one (1) subscription right to all shareholders registered in Enersize’s shareholder register maintained byEuroclear Finland Oy orEuroclear Sweden AB for every (1) share held on the record date, which is scheduled to be9 November 2021 . Two (2) subscription rights entitle to subscription of one (1) new share in the Company.- Through the Rights Issue, the Company will receive approximately
SEK 14 million before issue costs. - The subscription price is
SEK 0.12 orEUR 0.012 per share. The subscription price shall be added to the reserve for invested unrestricted equity. - No fractions of shares will be issued and it will not be possible to partially exercise a single subscription right.
- The subscription period in the Rights Issue runs from and including
12 November 2021 , until and including25 November 2021 inSweden and29 November 2021 inFinland . The Company’s Board of Directors shall have the right to extend the subscription period. - A holder of subscription rights may participate in the Rights Issue during the subscription period by subscribing for new shares by submitting the subscription assignment and paying the subscription price in accordance with the instructions of the relevant custodian or account operator. Any subscription rights remaining unexercised at the end of the subscription period will expire without any compensation.
- Trading in subscription rights is expected to take place from and including
12 November 2021 , until and including22 November 2021 . - In the event that not all shares are subscribed for under subscription rights, the Board of Directors shall, within the maximum amount of the issue, resolve on allotment of shares without subscription rights. Allotment will then take place in the following order of priority:
- Primarily, allotment shall be made to those who subscribed for shares under subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, pro rata in relation to the number of subscription rights exercised for subscription and, to the extent that this cannot be done, by drawing lots.
- Secondarily, allotment shall be made to others who have signed up for subscription without subscription rights. In the event that they cannot receive full allotment, allotment shall be made pro rata in proportion to the number of shares subscribed for by each and, to the extent that this cannot be done, by drawing lots.
- In the third and final stage, any remaining shares shall be allotted to the parties who have underwritten the Rights Issue, in relation to the underwriting commitments made.
- In the event that the issue is oversubscribed, the Board of Directors may decide to use an over-allotment option to increase the issue by up to 11,688,692 additional shares (amounting to 10 percent of the issue or approximately
SEK 1.4 million ). - The new shares shall entitle to dividends for the first time on the record date for dividends that occur after the issue has been registered.
- For existing shareholders who refrain from participating in the Rights Issue, the dilution amounts to no more than approximately 35 percent based on the total number of shares in
Enersize after the Rights Issue, assuming the over-allotment option is fully exercised.
The Directed Issue
The Board of Directors proposes that the Extraordinary General Meeting resolves on an issue of no more than 116,886,926 new shares with deviation from the shareholders’ preferential rights, corresponding to an increase in the equity of approximately
- The right to subscribe is, with deviation from the shareholders’ preferential rights, given pro-rata to the following qualified investors: John Fällström,
Gerhard Dal , Råsunda Förvaltning AB,Modelio Equity AB , J.O. MöllerströmBrothers Operation AB ,Torsion Invest AB ,Hajelo AB , Mikael Blihagen,Ironblock AB , Staffansgården i Trää AB. The reason for the deviation from the shareholders’ preferential rights is, in addition to the matters described above under Summary of background and motives, that the Company is able to obtain and engage certain new strategically important shareholders to support the Company’s business development. - Through the Directed Issue, the Company will receive approximately
SEK 14 million before issue costs. - The subscription price is
SEK 0.12 orEUR 0.012 per share. The subscription price has been determined through negotiations with a number of investors and on the terms that the Board of Directors deems the issue can be carried out, adapted to the prevailing market situation. The Company’s Board of Directors therefore considers that the subscription price is market-based. The subscription price shall be added to the reserve for invested unrestricted equity. - Subscription of shares shall be made no later than
29 November 2021 . The Company’s Board of Directors shall have the right to extend the subscription period. - Payment shall be made no later than
6 December 2021 . The Company’s Board of Directors shall have the right to extend the payment period. - The new shares shall entitle to dividends for the first time on the record date for dividends that occur after the issue has been registered.
- For existing shareholders, the dilution amounts to approximately 33 percent based on the total number of shares in
Enersize after the Directed Issue. - Shares issued in connection with the Directed Issue are not entitled to participate in the Rights Issue.
Underwriting commitments
The investors who are entitled to subscribe in the Directed Issue have entered into agreements to subscribe for shares in the Rights Issue that are otherwise not subscribed for in the framework of the Rights Issue up to an amount of
The Company’s Board of Directors shall be authorised to resolve on a directed share issue of no more than 11,688,692 new shares for the purposes of such underwriting compensation.
Indicative schedule
This schedule is preliminary and may be changed.
Extraordinary General Meeting | |
Last day of trading in the Company’s share on Nasdaq First North Growth Market including the right to participate in the Rights Issue | |
First day of trading in the Company’s share on Nasdaq First North Growth Market excluding the right to participate in the Rights Issue | |
Record date for participation in the Rights Issue (shareholders who are registered in the shareholder register on the record date will receive subscription rights in the Rights Issue) | |
Estimated date of publication of the issue memorandum | |
12 November- | Trading in subscription rights on Nasdaq First North Growth Market |
12 November- | Subscription period in |
12 November – | Subscription period in |
12 November-until registration of the issue | Trading in paid subscribed shares (Sw. ”Betalda tecknade aktier/BTA”) on Nasdaq First North Growth Market |
Publication of the outcome in the Rights Issue. |
Information to Finnish shareholders
In order to trade subscription rights and BTA’s on Nasdaq First North Growth Market, a Finnish shareholder will need to transfer its shares to Euroclear Sweden AB’s securities system before the record date of the offer.
In order to trade shares on Nasdaq First North Growth Market, a Finnish shareholder will need to transfer its shares to Euroclear Sweden AB’s securities system. If a Finnish investor acquires shares through trading on Nasdaq First North Growth Market, such shareholder will need to transfer its shares to Euroclear Finland’s system in order to be registered as the owner in the share register kept by
Such cross-border settlement is associated with additional costs and lead times. The account-holding institution will be charged a transfer fee by
Issue memorandum
An issue memorandum is expected to be published no later than
Advisors
Nordic Issuing acts as the issuing agent and Törngren Magnell & Partners Advokatfirma KB and Waselius & Wist are legal advisors to the Company in connection with the Rights Issue and the Directed Issue.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in
This press release neither identifies nor purports to identify risks (direct or indirect) that may be attributable to an investment in
This press release does not constitute an offer or invitation to acquire or subscribe for securities in
This press release is not a prospectus as defined in Regulation (EU) 2017/1129 (the ”Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction.
Forward-looking statements
This press release contains forward-looking statements regarding the Company’s intentions, assessments or expectations regarding the Company’s future results, financial position, liquidity, development, outlook, expected growth, strategies and opportunities, and the markets in which the Company operates. Forward-looking statements are statements that no do relate to historical facts and may be identified by the fact that they contain expressions such as ”believe”, ”expect”, ”anticipate”, ”intend”, ”estimate”, ”will”, ”may”, ”assume”, ”should”, ”could” and, in any case, negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, it cannot be guaranteed that they will be or that they are correct. As these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes may, for many different reasons, differ materially from those set out in the forward-looking statements. Such risks, uncertainties, contingencies and other material factors may cause actual events to differ materially from those expressly or implicitly set out in this press release through the forward-looking statements. The Company does not warrant that the assumptions underlying the forward-looking statements in this press release are correct and any reader of the press release should not unduly rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements expressly or implicitly contained herein are provided only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to review, updater, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that occur regarding the content of this press release, unless required by law or Nasdaq First North Growth Market regulations.
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