ENERSIZE OYJ Notice is given to the shareholders of
A. Matters on the agenda of the EGM
At the EGM, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Decision on a pre-emptive rights issue
Summary of the background and reasons
At the 2022 annual general meeting, a new Board of Directors of
During the past year, the energy market has also changed, and in 2023 the Company has evaluated bundling its products and service offering on an ongoing basis, including customer on-site tests. It is the Company’s understanding that the customers’ interest and awareness have increased due to Enersize’s increased presence on the market, as well as due to regulatory requirements from both the EU and nationally. A receipt for the increased customer interest is that
Today,
- repayment of bridge loans (approximately 12 percent);
- sales and marketing as well as strengthening of the delivery organization (approximately 60 percent); and
- general business purposes including working capital (approximately 28 percent).
The issue proceeds are deemed by the Board of Directors to enable the Company’s operations to be financed until positive cash flow, which is deemed to be achieved before the end of the year.
Pre-emptive rights issue
The Board of Directors has proposed on
The new shares are primarily offered for subscription to existing shareholders of the Company in accordance with the pre-emptive right of shareholders in proportion to their holding of the existing shares in the Company, and secondarily to others, as further described below.
The Company will allot one (1) unit right to all shareholders registered in the Company’s shareholders’ register maintained by
No fractions of shares will be issued, and it will not be possible to partially exercise a single subscription right or unit right. Any subscription rights or unit rights remaining unexercised at the end of the subscription period will expire without any compensation.
If all shares are subscribed for in the Rights Issue, the Company will receive gross proceeds of approximately SEK 15 985 540.56 in total before deduction of transaction costs.
The record date for determination of which shareholders are entitled to participation in the Rights Issue is
The subscription period commences on
The unit rights will be registered on the shareholders’ book-entry accounts in the book-entry system maintained by
The subscription rights and unit rights will be allotted free of charge to entice the current shareholders of the Company to participate in the issuance and subscribe for shares.
The subscription price is
The subscribers are entitled to pay the subscription price by offsetting it against a claim they have on the Company with the consent of the Board of Directors.
A holder of subscription rights or unit rights may participate in the Rights Issue during the subscription period by subscribing for new shares by submitting the subscription notice and paying the subscription price in accordance with the instructions of the relevant custodian or account operator, which means that the subscription price must be paid during the subscription period. The Company’s Board of Directors shall have the right to prolong the payment period.
Subscription may also take place without the support of unit rights and subscription rights. In the event not all shares are subscribed for with the support of unit rights and subscription rights, the Board of Directors shall, within the limit of the maximum amount of the Rights Issue, decide on allotment of shares subscribed for without the support of unit rights and subscription rights. Allotment will then take place in the following order of priority:
- Firstly, allotment shall be made to those who have subscribed for shares with unit rights or subscription rights, regardless of if they were shareholders on the record date or not, pro rata in relation to the number of shares subscribed for through exercise of unit rights or subscription rights and, insofar this cannot be done, by drawing lots.
- Secondly, allotment shall be made to those who have subscribed for shares without unit rights or subscription rights, pro rata in relation to the number of shares subscribed for by each and, insofar this cannot be done, by drawing lots.
- Thirdly, allotment shall be made to those who have entered guarantee commitments, in relation to such guarantee commitments.
A number of existing shareholders, Chairman of the Board of Directors
A guarantee fee will be paid to the guarantors by the Company in cash, based on current market conditions, of fifteen (15) per cent of the guaranteed amount. No fee will be paid for subscription commitments from existing shareholders. Neither the subscription commitments nor the guarantee commitments are secured through bank guarantees, restricted funds, pledged assets or similar arrangements.
All existing shareholders who have entered subscription commitments in the Rights Issue, corresponding to about 28.5 per cent of all outstanding shares in
If all shares are subscribed for in the Rights Issue, the number of shares in
The subscription price shall be added to the reserve for invested unrestricted equity of the Company.
The new shares shall entitle to dividends for the first time on the nearest record date for dividends that occurs after the shares have been registered.
The Board of Directors shall be authorised to decide on all other conditions for the Rights Issue and any questions related thereto, including cancelling the Rights Issue at its sole discretion. For the sake of clarity, it is noted that this decision does not replace any authorisations in force.
The Board of Directors, or persons authorised by the Board of Directors, shall be authorised to decide on and take any practical actions related to the implementation of the Rights Issue.
7. Closing of the meeting
A. Documents of the EGM
All documents referred to in chapter 5, section 21, paragraph 2 of the Finnish Companies Act, including this notice, are available on Enersize’s website at www.enersize.com at the latest on
B. Instructions for the participants of the EGM
1. Shareholders registered in the shareholders’ register of the Company
Each shareholder who is registered on the record date,
Changes in the shareholding after the record date of the EGM do not affect the right to participate in the meeting or the number of voting rights held in the meeting.
A shareholder, who wants to participate in the EGM, shall register for the EGM no later than
In connection with the registration a shareholder shall notify his/her/its name, personal identification number, address, email address and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to
2. Nominee-registered shares
A holder of nominee-registered shares has the right to participate in the EGM by virtue of shares based on which he/she/it on the record date of the EGM, i.e., on
A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders’ register of
3. Shares registered at
A shareholder whose shares are registered in the securities system of
A shareholder of nominee-registered shares shall, in order to be entitled to request for temporary registration in the shareholder’s register of
A shareholder, whose shares are registered in the securities system of
4. Proxy representative and powers of attorney
A shareholder may participate in the EGM and exercise his/her/its rights at the EGM by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise provide reliable evidence of the right to represent the shareholder at the EGM. The authorisation applies to one EGM, unless otherwise stated. When a shareholder participates in the EGM by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the EGM.
Possible proxy documents should be delivered in originals to
5. Other instructions and information
Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder who is present at the EGM has the right to request information with respect to the matters to be considered at the meeting.
The language of the EGM is Swedish.
On the date of the notice to the EGM,
In
Board of Directors
For more information about
Phone: +46 735 215580
E-mail: ir@enersize.com
Alexander Fällström, Chairman of the Board of Directors
Phone: +46 703 070914
E-mail: alexander.fallstrom@enersize.com
About
The company is listed on Nasdaq Stockholm First North Growth Market under the ticker: ENERS.
For more information visit https://enersize.com
Certified Adviser
E-mail: ca@mangold.se
Phone: +46 8 503 01 550
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