THE INFORMATION HEREIN IS NOT INTENDED FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEELAND, SINGAPORE, HONG KONG, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION OF THE INFORMATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR OTHER MEASURES.
The rights issue in Enersize Oyj (“Enersize” or the “Company”), which was resolved at the Extraordinary General Meeting of Enersize on 5 November 2021 (the “Rights Issue”), was subscribed to 100 percent, corresponding to approximately SEK 14 million. In total, 116,886,926 shares were subscribed for, of which 59,856,938 with preferential rights, 20,416,719 without preferential rights and 36,613,269 within the framework of the procured consortium of underwriters. In addition, the Company will receive approximately SEK 14 million through the directed issue, which was resolved at the Extraordinary General meeting on 5 November 2021 (the “Directed Issue”), resulting in the Company receiving a total of approximately SEK 28 million before issuance costs.
The outcome means that the Company has secured Enersize’s working capital during 2022. The issue proceeds will enable continued establishment of the new business model and focused marketing and sales work, in order to increase the number of partner companies offering Enersize’s service portfolio, and:
- Increase Enersize’s recurring revenues from long and financially stable SaaS contracts,
- Further improve and growth-adapt the organisation,
- Continue the expansion of the R&D department, develop the next generation’s cloud-based software solution and expand the patent portfolio.
Trading in paid subscribed shares
Trading in paid subscribed shares (Sw. “Betalda tecknade aktier/BTA”) on Nasdaq First North Growth Market will proceed until the Rights Issue has been registered, which is expected to take place in mid-December.
Allotment of shares in the Rights Issue
Allotment of shares subscribed for without the support of subscription rights has taken place in accordance with what is stated in the information memorandum. Notification of such allotment is announced separately by distribution of settlement notes. Nominee-registered shareholders receive notification of allotment in accordance with instructions from the respective nominee.
Number of shares
The now completed Rights Issue comprised 116,886,926 shares at a subscription price of SEK 0.12 or EUR 0.012 per share. Of the total number of subscription applications, 59,856,938 shares (approximately 51 percent) were supported by subscription rights and 57,029,988 shares (approximately 49 percent) were without the support of subscription rights.
In addition, 116,886,926 shares will be added through the Directed Issue previously communicated via press release on 5 November 2021, resulting in the Company receiving a total of 233,773,852 new shares. Following the Rights Issue and the Directed Issue the number of shares in the Company increases from 233,773,853 to a total of 467,547,705, which results in a total dilution effect of approximately 50 percent.
Recalculating the subscription exercise price for warrants of series TO1
Due to the Rights Issue, recalculation has been made in accordance with the terms of the warrants program series TO1 regarding the subscription price and/or the number of shares that each warrant entitles to.
For warrants of TO1, the new subscription price is SEK 2.18 (previously SEK 2.26). Two warrants of series TO1 gives the right to subscribe for one new share, 2:1.
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.
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 Enersize in any jurisdiction, either from Enersize or from anyone else.
This press release neither identifies nor purports to identify risks (direct or indirect) that may be attributable to an investment in new shares. An investment decision by reason of the Rights Issue shall be made on the basis of all publicly available information regarding the Company and the Company’s shares. Such information has not been independently verified by Nordic Issuing. The information in this press release is published only as background information and does not claim to be complete. Thus, an investor should not rely solely on the information contained in this press release or its accuracy or completeness. Nordic Issuing acts on behalf of the Company in connection with the Rights Issue and not on behalf of anyone else. Nordic Issuing is not liable to anyone else for providing the protection provided to their customers or for advising in connection with the Rights Issue or in connection with anything else mentioned herein.
This press release does not constitute a recommendation for any investors’ decisions regarding the Rights Issue. Each investor or potential investor should conduct their own research, analysis and evaluation of the business and the information described in this release and all publicly available information. The price and value of the securities may decrease as well as increase. Achieved results do not constitute a guide for future results. This press release does not constitute an offer or invitation to acquire or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States without registration, or without the application of an exemption from registration, under the U.S. Securities Act of 1933, as amended (the ”Securities Act”) and may not be offered or sold in the United States without being registered, subject to an exemption from, or in a transaction not subject to the registration requirements under the Securities Act. There is no intention to register any securities mentioned herein in the United States or to make a public offer regarding such securities in the United States. The information in this press release may not be made public, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, New Zealand, Hong Kong, Japan, Singapore, South Africa or any other jurisdiction where such announcement, release or distribution of this information would be contrary to the applicable rules or where such action is subject to legal restrictions or would require further registration or other measures than what is required by Swedish law. Measures contrary to this instruction may constitute a breach of applicable securities law.
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. Enersize has not made any offer of shares or other securities to the public in any EEA Member State and no prospectus has or will be prepared in connection with the Rights Issue. In all EEA Member States, this notice is addressed and directed only to qualified investors in that Member State within the meaning of the Prospectus Regulation.
This press release may contain forward-looking statements that reflect the Company’s current view of future events as well as financial and operational development. Expressions such as “refers to”, “aims at”, “expects”, “anticipates”, “can”, “appreciates”, “plans”, “calculates” and other expressions that indicate or anticipate future developments or trends are forward-looking statements and are not based on historical facts. Such forward-looking statements are based on assumptions or estimates, and the Company makes no guarantees that such statements will be fulfilled or prove to be correct. The Company is also not responsible for the future accuracy of the information.