Summary of the Offering
- The Board of Directors of Enersize proposes that the Extraordinary General Meeting on September 24, 2019 authorizes the Board to decide on the Rights Issue, which, upon full subscription, may provide Enersize up to approximately 47 MSEK, before transaction cost related to the issue. Upon full subscription and full exercise of all subscription warrants for subscription of shares, the Company will be further provided with at least approximately 24 MSEK and a maximum of approximately 47 MSEK.
- The Rights Issue is guaranteed up to 60 percent by subscription undertakings and guarantee undertakings, of which 5.3 MSEK is conversion of loans.
- Enersize will grant all shareholders registered in Enersize’s share register kept by Euroclear Finland Oy or Euroclear Sweden AB one (1) subscription right for each share held on the record date on September 26, 2019. One (1) subscription right entitles the holder to subscribe for two (2) newly issued shares. When two (2) newly issued shares are subscribed, one (1) free subscription warrant of series 2/2019 is received. The subscription price is 0.65 SEK or 0.06 EUR per share.
- The subscription period for the Rights Issue begins on October 1, 2019 at 09:30 Finnish time (08:30 Swedish time), and ends on 18 October 2019 at 16.30 Finnish time (15:30 Swedish time) in Finland and 16 October 2019 at 16:30 Finnish time (15:30 Swedish time) in Sweden.
- The subscription price for the shares that can be subscribed based on the warrant corresponds to 70 percent of the average volume weighted price paid for the Company’s shares according to Nasdaq First North Growth Markets official list during the period from August 13, 2020 up and until August 27, 2019. The subscription period for subscription of shares under the warrants will be from August 31, 2020 to September 11, 2020. The subscription price may not be lower than 0.65 SEK (0.06 EUR) or higher than 1.30 SEK (0.12 EUR).
- The Company implements the present capitalization to accelerate the commercialization of the Company and to strengthen Enersize’s sales organization.
Indicative timetable for the Rights Issue
|September 24, 2019||Extraordinary General Meeting.|
|September 24, 2019||The Board’s decision on the Rights Issue.|
|September 24, 2019||Last day of trading including the subscription rights.|
|September 25, 2019||First day of trading excluding the subscription rights.|
|September 26, 2019||The record date. Shareholders who are registered in the Euroclear Sweden AB or Euroclear Finland Oy first share register as of this day will receive subscription rights, which entitle the holder to participate in the Rights Issue.|
|October 1 – October 14, 2019||Trading in subscription rights.|
|October 1 – October 16, 2019||The subscription period for the offering in Sweden.|
|October 1 – October 18, 2019||The subscription period for the offering in Finland.|
|October 1 – November 1, 2019||Trade in BTA, preliminary period. The period may be extended or shortened, depending on the situation.|
|October 25, 2019||The announcement of the outcome of the offering is expected to be published.|
Information to holders of warrants of series TO1
Related to the rights-issue 2019, Enersize has decided that, in accordance with the terms for warrants 1/2019 p. 6.3, all option holders of Series TO1 will have the same preferential rights as shareholders to participate in the rights issue.
Enersize TO1 options can be bought at Nasdaq First North Growth Market, ISIN-code FI4000359641, ticker ENERS TO1. You may use TO1 options to subscribe to shares at a subscription price of SEK 4,00.
In order for option holders in series TO1 to be able to exercise this right, using the warrants to subscribe for shares must have been filed no later than September 10, 2019. This means that holders of TO1 need to subscribe for shares in accordance with the terms for warrants 1/2019 not later than the 10 September, to be able to get shares and participate in the rights-issue.
Warrants 1/2019 that have not been used to subscribed for shares with the purpose of participate in the rights issue will be subject to recalculations according to the terms of warrants 1/2019 p. 6.3. The adjusted subscription Price and the adjusted number of Shares to which each Warrant confers entitlement will be applied to all future subscriptions. I.e. an adjusted subscription Price will apply for all future subscriptions. The adjustment will be made by the Company through its board of directors, using the formulae in the terms for warrants 1/2019 p 6.3.
Complete terms and conditions for the TO1 options can be downloaded here.
Q&A regarding rights issue
To what degree does Loudspring, the current main owner, contribute in the rights issue?
As mentioned in the press release from the third of September, Loudspring is one of the main owners that already have submitted a subscription agreement and intend to participate in the rights issue. Loudspring has subscribed both for shares to be paid in cash and for shares to be issued by conversion of project loans.
Given that the rights issue is fully booked, how much will be used to pay debts, and what remains for the Company?
As shown in the press release, part of the guarantees for of the rights issue is conversion of project loans. In addition, additional project loans will be taken up for conversion during the subscription period. Enersize intends to make major changes in the capital structure and endcostly project loans resulting from previous business models with profit sharing projects. One purpose of the share issue is to lower Enersize’s capital cost. To speed up this process and to enable the issue, Enersize has raised a bridge loan of SEK 14.5 million, which will be repaid with the issue proceeds.
Will the management in the Company contribute in the rights issue?
During 2019, 65% of Enersize’s employees have chosen to waive up to 50% of their salary in order to convert to shares at an appropriate time. This represents a proportionately large commitment to the company and shows the faith in the future that exists among employees. There may be ongoing projects and other activities that limit insiders from using subscription rights. This means that during the subscription period, information may be available on subscription from executives who are currently unable to subscribe.
Additional information from Mangold Fondkommission
Inbjudan till teckning av aktier och vederlagsfria teckningsoptioner i Enersize Oyj