Enersize Oyj is contributed approximately SEK 20.7 million through a heavily oversubscribed rights issue and resolves on directed share issues
Enersize Oyj ("Enersize" or the "Company") has completed a rights issue which in total has contributed approximately SEK 20.7 million to the Company. Enersize also concludes directed shares issues to set off receivables.
THIS PRESS RELEASE MAY NOT BE ANNOUNCED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, JAPAN OR CANADA, OR ANY OTHER COUNTRY WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD BE ILLEGAL. FURTHER RESTRICTIONS APPLY, PLEASE SEE "IMPORTANT NOTICE" AT THE END OT THIS PRESS RELEASE.
The rights issue that was published on May 8, 2020 (the "Rights Issue") has been subscribed to a total of 225 per cent, with approximately 86 per cent subscribed for under subscription rights and approximately 140 per cent subscribed for without subscription rights. Through the Rights Issue, the Company receives approximately SEK 17.3 million before issue costs. Due to the high demand, the Board of Directors has resolved to issue additional 20,328,250 shares under its authorization (the "Over-Allotment Option"). Through the Over-Allotment Option, the Company receives approximately SEK 3.5 million.
In addition, the Board of Directors has resolved on five directed share issues in accordance with the authorization from the annual general meeting on 29 May 2020.
Number of shares
The Rights Issue included 101,641,252 shares at a subscription price per share of SEK 0.17 in Sweden or EUR 0.0163 in Finland. Of the total number of subscription applications, 87,032,487 shares (approximately 86 per cent) were supported by subscription rights and 142,101,222 shares (approximately 140 per cent) were not supported by subscription rights.
In addition, 20,328,250 shares have been added through the Over-Allotment Option and 9,026,705 though directed share issues. After completed share issues, the number of shares in the Company increases from 101,641,252 to a total of 232,637,459 shares, which results in a dilution effect of approximately 56.3 per cent.
Allocation of shares in the Rights Issue and the Over-Allotment Option
Allocation of shares subscribed for without subscription rights has been granted in accordance with what is stated in the Information memorandum. Notice of such assignment is given separately through the sent statement note. Trustee-registered shareholders receive notification of allotment in accordance with instructions from the respective trustee.
Directed share issues
In accordance with the terms of the guarantee agreement with Blasieholmen Investment Group Equity AB, 3,727,059 new shares have been issued with a subscription price of SEK 0.17 SEK, equivalent to 12 per cent of the guaranteed amount (SEK 5.28 million) (the "Guarantee Issue").
The Board of Directors has, in addition to the Guarantee Issue and in accordance with the authorization from the annual general meeting on 29 May 2020, resolved on directed share issues of 2,337,882 shares to Pelarsalen AB (a company controlled by CFO Thomas Bengtsson) and 1,550,000 shares to the CEO Anders Sjöberg. The directed share issues were conducted with the same subscription price as in the Rights Issue, i.e. SEK 0.17 per share. Payment for the directed shares issues has been made by way of set-off against the Company's debt to the subscribers, and the share issues have been conducted for the purpose of strengthening the Company's balance sheet.
In accordance with the authorization from the annual general meeting on 29 May 2020 have additional 705,882 shares been issued to Cibet AB (a company controlled by Anders Lundström) and 705,882 shares has been issued to Kaiser Capital AB (a company controlled by Stefan Kaiser). The directed share issues were conducted with the same subscription price as the Rights Issue, i.e. SEK 0.17 per share. Payment for the directed shares issues has been made by way of cash payment. Directors who have subscribed for shares in the above-mentioned share issues have not participated in the preparation and decision of such share issue.
Recalculating the subscription exercise price for warrants of series TO1 and TO2
Due to the Rights Issue, recalculation has been made in accordance with the terms of the warrants program series TO1 and TO2 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 2.26 (previously SEK 3.22). Two warrants of series TO1 gives the right to subscribe for one new share, 2:1.
For warrants of TO2, the lower and the highest subscription prices are SEK 0.46 (previously SEK 0.65) and SEK 0.91 (previously SEK 1.30). Two warrants of series TO2 gives the right to subscribe for three new shares, 2:3.
Eversheds Sutherland Advokatbyrå AB is legal advisor to the Company, and Nordic Issuing is the issuer agent during the Rights Issue.
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in the Company.
This press release may not be released, published or distributed, directly or indirectly, in or into Australia, Japan, Canada, the United States or any other jurisdiction where participation would require additional prospectuses, registration or measures besides those required by Swedish law. Nor may this press release be distributed in or into such countries or any other country or jurisdiction in which distribution requires such measures or otherwise would be in conflict with applicable regulations. Any failure to comply with the restrictions described may result in a violation of applicable securities regulations.
The subscription rights, paid subscribed shares and shares in the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or the securities legislation of any state or other jurisdiction in the United States and no subscription rights, paid subscribed shares or shares may be offered, subscribed for, exercised, pledged, sold, resold, granted, delivered or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States. There will be no public offering of such securities in the United States.
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