THIS PRESS RELEASE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
The Board of Directors of
The contemplated Rights Issue is conditional to the EGM’s approval in a manner described in more detail in the EGM notice, which will be published through a separate company announcement.
Summary of the Rights Issue
- The subscription price in the Rights Issue has been set to
SEK 0.12 per unit corresponding toSEK 0.0060 per each new share (EUR 0.0006 ), which, assuming the Rights Issue is fully subscribed, amounts to gross proceeds of approximatelySEK 16.0 million , before deduction of transaction costs. - Holders of shares who are registered in the shareholders’ register maintained by
Euroclear Sweden AB on the record date will receive unit rights for participation in the Rights Issue with preferential right. Shareholders will receive one (1) unit right for each existing share held by the shareholder on the record date. The unit rights entitle the holder to subscribe for units with preferential rights, whereby thirteen (13) unit rights give the right to subscribe for one (1) unit. One (1) unit consists of twenty (20) new shares. - Holders of shares who are registered in the shareholders’ register maintained by
Euroclear Finland Oy on the record date will receive subscription rights for participation in the Rights Issue with preferential right. Shareholders will receive one (1) subscription right for each existing share held by the shareholder on the record date. The subscription rights entitle the holder to subscribe for new shares with preferential rights, whereby thirteen (13) subscription rights give the right to subscribe for twenty (20) new shares. - A number of existing shareholders have undertaken to subscribe for units representing approximately 28.5 per cent of the Rights Issue corresponding to approximately
SEK 4.6 million . - Certain existing shareholders and external investors have undertaken to guarantee approximately 51.5 per cent of the Rights Issue, corresponding to approximately
SEK 8.2 million , at an underwriting commission of fifteen (15) percent of the guaranteed amount to be paid by the Company in cash. - The Rights Issue is thus covered by subscription and guarantee commitments up to approximately 80.0 per cent, totalling approximately
SEK 12.8 million . - The Rights Issue is conditional on the resolution of the EGM to be held on
18 April 2024 . - The record date for the right to participate in the Rights Issue with preferential rights is
25 April 2024 , and the subscription period is expected to run from and including30 April 2024 inSweden andFinland , up to and including14 May 2024 inSweden and up to and including16 May 2024 inFinland .
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
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 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.
"Through this capitalization, we secure the Company's objective of becoming a strong sales- and delivery organization with the capacity to service of both existing and new customers. It is important that we are swift and effective to meet the needs as well as to be able to refine our already established contacts including those in our pipeline, all while the requirements from both the EU and internationally will increase even more for industry, which is our core customers. We are grateful for the continued confidence of existing shareholders and newly acquired investors who will lead us to the set goal and thus create shareholder value in the long term.”
Terms and additional information about the Rights Issue
According to the proposed terms, registered shareholders of
In total, a maximum of 2,664,306,760 new shares will be issued through the Rights Issue, corresponding to an amount of approximately
The record date for determination of which shareholders are entitled to participation in the Rights Issue is
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 in accordance with the above, 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. Firstly, such 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 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.
Trading in paid subscribed units ("BTUs") on Nasdaq First North Growth Market is expected to take place during the period from and including
Preliminary timetable for the Rights Issue
18 April 2024 : EGM23 April 2024 : Last day of trading in the share, including the right to receive unit rights (Sweden )24 April 2024 : First day of trading in the share, excluding the right to receive unit rights (Sweden )25 April 2024 : Record date for participation in the Rights Issue, i.e. holders of shares who are registered in the shareholders’ register maintained byEuroclear Sweden AB on this date will receive unit rights for participation in the Rights Issue with preferential right while shareholders who are registered in the share holders’ register maintained byEuroclear Finland Oy will receive subscription rights for participation in the Rights Issue with preferential right- 30 April –
8 May 2024 : Trading in unit rights on Nasdaq First North Growth Market - 30 April –
14 May 2024 : Subscription period inSweden - 30 April –
16 May 2024 : Subscription period inFinland 20 May 2024 : Expected day for publication of the outcome of the Rights Issue
Subscription and 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 current shareholders who have entered subscription commitments in the Rights Issue, corresponding to about 28.5 per cent of all outstanding shares in
Shares and dilution
Through the Rights Issue, number of shares in the Company will increase with up to a maximum of 2,664,306,760 shares and subsequently amount to a maximum of 4,396,106,162 shares in total. Existing shareholders that do not participate in the Rights Issue will be diluted by a maximum of approximately 60.6 per cent but will have the possibility to gain economic compensation for the dilution effect by selling their unit rights and/or subscription rights.
Information to Finnish shareholders
In order to trade unit rights and BTUs 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 a shareholder in the shareholders’ register kept by
EGM
The EGM is planned to be held on
Memorandum
A memorandum regarding the Rights Issue will be published no later than
Advisors
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
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nasdaq First North Growth Market Rulebook.
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