Rights Issue

General information

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Information about the rights issue during November 2022

General information

The Board of Enersize decided to carry out a rights issue, see the following press release.

The Investors Memorandum has been published, in Swedish only.
See press release here (Swedish / English)

Preliminary timetable

Subscription period 2 november 2022 – 16 november 2022 in Sweden and,
3 november 2022 – 18 november 2022 in Finland
Trading in subscription rights 2 november 2022 – 11 november 2022
Trade in BTA November 2, 2022 through about week 48
Publication of the outcome November 22, 2022

 

Advisor
Mangold Fondkommission AB is financial advisor and issuing institution and Eversheds Sutherland Advokatbyrå AB is legal advisor to the Company.

ENERSIZE Oyj
c/o Enersize Advanced Research AB
Ideongatan 3B
223 62 Lund
Sweden

info@enersize.com

Information about the rights issue during November 2021

 

General information

Information on the upcoming rights issue can be found in the following press release.

The Extra General Meeting on 5 November, 2021, has formally decided to carry out the rights issue. A directed issue was also resolved on.

The Investors Memorandum has been published, in Swedish only.
See press release here (Swedish / English)

Subscription forms for shareholders with shares registered in Euroclear Sweden can be downloaded here:

 
Subscribe digitally on Nordic Issuing’s website (Swedish).

Nordnet’s customers can sign up here
Avanza’s customers can sign upp here

 

Time plan

All dates refer to 2021. Note that there has been minor changes from the preliminary time plan in the press release. Full schedule and information on the Rights Issue can be found in the Information Memorandum.

5 November Last day of trading including the subscription rights.
8 November Last day of trading excluding the subscription rights.
9 November 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).
18 – 22 November (updated) Trading in subscription rights (TR).
12 – 25 November The subscription period in Sweden.
12 – 29 November The subscription period in Finland.
18 November – registration of the issue Trading in paid subscribed shares (Sw. “Betalda tecknade aktier/BTA”) on Nasdaq First North Growth Market
3 December Publication of the outcome in the Rights Issue.
27 January 2022 Delivery of shares begin
1 February 2022 Last day of trading in BTA
3 – 7 February 2022 Conversion of BTA to AK in Euroclear

 

ISIN codes

ISIN code share FI4000233317, ticker: ENERS
ISIN code subscription right Sweden SE0017084320
ISIN code BTA in Sweden SE0017084338
ISIN code subscription right Finland FI4000513270
ISIN code BTA in Finland FI4000513288

 

Finnish shareholders

A Finnish shareholder is defined as a shareholder who has his Enersize shares registered with Euroclear Finland.

In the previous rights issue, the information on what applies to Finnish shareholders was perceived as inferior.

The press release contains relevant information, but we would like to point out that the main difference between Finnish and Swedish shareholders is that Finnish shareholders cannot trade with their allotted subscription rights. Otherwise, Finnish shareholders have the same opportunities and rights as Swedish shareholders.

In order for a Finnish shareholder to be able to trade with his subscription rights, the shares need to be moved from Euroclear Finland to Euroclear Sweden before the record date. A transfer of shares may be associated with costs for the shareholder and may take time.

Notifications and application forms for shareholders with shares in Euroclear Finland will be distributed by the banks in Finland (the subscription forms above cannot be used).

 

Holders of warrants of series TO1

Holders of warrants of series TO1 who wish to participate with preferential rights in the Rights Issue must by 31 October 2021 exercise the warrants to subscribe for new shares. However, it should be noted that the exercise price for TO1 exceeds the current market price.

 

Conversion of TO1

A customary recalculation of the option terms for TO1 will be made in connection with the rights issue in accordance with the terms for TO1. Conversion is dependent on, among other things, the value of the subscription rights during the subscription period and the number of newly issued shares. 

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.

Information about the rights issue during June 2020

 

General information

Information on the upcoming rights issue can be found in the following press release.

The registration date has been decided.

The Board of Enersize has formally decided to carry out the rights issue.

The Investors Memorandum has been published.

Subscription forms for shareholders with shares registered in Euroclear Sweden can be downloaded here:

 

Time plan

All dates refer to 2020. Full schedule and information on the Rights Issue can be found in the Information Memorandum.

2 June Last day of trading including the subscription rights.
3 June Last day of trading excluding the subscription rights.
4 June Registration date. The record date. Shareholders who are registered in the share register held by Euroclear Sweden AB or Euroclear Finland Oy as of this day will receive subscription rights, which entitles the holder to participate in the Rights Issue.
9– 18 June Trading in subscription rights (TR).
9 – 23 June The subscription period in Sweden.
9 – 25 June The subscription period in Finland.
9 June– 14 July Trade in BTA. The period may be extended or shortened, depending on the situation.
30 June The announcement of the outcome is expected to be published.

 

ISIN codes

ISIN code share FI4000233317, ticker: ENERS
ISIN code subscription right Sweden SE0014452686
ISIN code BTA in Sweden SE0014452694
ISIN code subscription right Finland FI4000440383
ISIN code BTA in Finland FI4000440391

 

Finnish shareholders

A Finnish shareholder is defined as a shareholder who has his Enersize shares registered with Euroclear Finland.

In the previous rights issue, the information on what applies to Finnish shareholders was perceived as inferior.

The press release contains relevant information, but we would like to point out that the main difference between Finnish and Swedish shareholders is that Finnish shareholders cannot trade with their allotted subscription rights. Otherwise, Finnish shareholders have the same opportunities and rights as Swedish shareholders.

In order for a Finnish shareholder to be able to trade with his subscription rights, the shares need to be moved from Euroclear Finland to Euroclear Sweden before the record date. A transfer of shares may be associated with costs for the shareholder and may take time.

Notifications and application forms for shareholders with shares in Euroclear Finland will be distributed by the banks in Finland (the subscription forms above cannot be used).

 

Holders of warrants of series TO1 and TO2

Holders of warrants of series TO1 and TO2 who wish to participate with preferential rights in the Rights Issue must by 15 May 2020 exercise the warrants to subscribe for new shares. However, it should be noted that the exercise price for TO1 and TO2 significantly exceeds the current market price.

 

Conversion of TO1 and TO2

A customary recalculation of the option terms for TO1 and TO2 will be made in connection with the rights issue in accordance with the terms for TO1 and TO2. Conversion is dependent on, among other things, the value of the subscription rights during the subscription period and the number of newly issued shares. Based on the assumptions, the exercise price for TO2 can be assessed to be well over the stock price on May 8, 2020 (and less than SEK 0,65). An adjustment of the exercise price is made only after a completed issue.

Rights issue 2019

Prospectus

The prospectus can be downloaded here (Swedish).

The addendum to the prospectus can be downloaded here (Swedish).

Attachments

 

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