BULLETIN FROM THE EXTRAORDINARY GENERAL MEETING OF ENERSIZE OYJ
Prenumeration
Beskrivning
| Land | Finland |
|---|---|
| Lista | First North Stockholm |
| Sektor | Industri |
| Industri | Industriprodukter |
Today, on 9 May 2025, an extraordinary general meeting of Enersize Oyj (“Enersize” or the “Company”) was held.
At the extraordinary general meeting, 400.813.688 shares ( 10.37%) and votes were represented. Below is the resolution that was made.
Resolution on rights issue
The extraordinary general meeting resolved in accordance with the board of directors’ proposal on a rights issue of a maximum of 5,943,453,320 new shares and an equal number of free warrants of series TO 4, both with preferential rights for the Company’s existing shareholders (the “Rights Issue”) on the following terms.
The new shares and warrants are primarily offered for subscription to existing shareholders of the Company in accordance with the pre-emptive right of shareholders in proportion to their holding of the existing shares in the Company, and secondarily to others, as further described below.
The Company allots holders of shares registered in the shareholders’ register maintained by Euroclear Sweden AB (“ESE”) (or, in respect of nominee-registered existing shares, a shareholder on whose behalf the shares have been registered in the shareholders’ register) one (1) unit right (the “Unit Rights” and each a “Unit Right”) for each existing share of the Company owned on the record date. Thirteen (13) Unit Rights entitle to subscribe for one (1) unit with preferential rights. One (1) unit consists of twenty (20) shares and twenty (20) warrants. The Company allots holders of shares registered in the shareholders’ register maintained by Euroclear Finland Oy (“EFI”) (or, in respect of nominee-registered existing shares, a shareholder on whose behalf the shares have been registered in the shareholders’ register) one (1) subscription right (“Subscription Right” and each a “Subscription Right”) for each existing share of the Company owned on the record date. Thirteen (13) Subscription Rights entitle the holder to subscribe for twenty (20) shares. In addition, they will receive (20) warrants per each twenty (20) new shares they have subscribed and paid for. The warrants are issued free of charge and entitle the holder to subscribe for one (1) new share during the period from 1 October 2025 up to and including 15 October 2025 at a subscription price per share of SEK 0.0025 (EUR 0.000225) in accordance with the detailed terms and conditions for the warrants available on the Company’s website.
No fractions of shares are issued, and it will not be possible to partially exercise a single Subscription Right or Unit Right. Any Subscription Rights or Unit Rights remaining unexercised at the end of the subscription period will expire without any compensation.
If all shares are subscribed for in the Rights Issue, the Company will receive gross proceeds of approximately SEK 11,886,907 in total before deduction of transaction costs. Upon full exercise of warrants, the Company will also receive proceeds totalling approximately SEK 14,858,633.30 before issue costs.
The record date for determination of which shareholders are entitled to participation in the Rights Issue is 16 May 2025.
The subscription period commences on 20 May 2025 and ends on 3 June 2025 in Sweden and commences on 21 May 2025 and ends on 5 June 2025 in Finland. The pre-emptive right shall be used during the subscription period. The Company’s board of directors shall have the right to extend the subscription period.
The Unit Rights will be registered on the shareholders’ book-entry accounts in the book-entry system maintained by ESE no later than on 20 May 2025 in Sweden and the Subscription Rights by EFI no later than on 19 May 2025 in Finland.
The Subscription Rights and the Unit Rights will be allocated free of charge.
The subscription price in the Rights Issue is SEK 0.04 per unit corresponding to SEK 0.0020 per each new share (corresponding to EUR 0.000180 per share). The subscription price has been determined through negotiations with a number of investors and on the terms that the board of directors deems the issue can be carried out, adapted to the prevailing market situation. The Company’s board of directors therefore considers that the subscription price is market-based.
The subscribers are entitled to pay the subscription price by offsetting it against a claim they have on the Company with the consent of the board of directors.
A holder of Subscription Rights or Unit Rights may participate in the Rights Issue during the subscription period by subscribing for new shares by submitting a subscription notice and paying the subscription price in accordance with the instructions of the relevant depositary or account operator, i.e. the subscription price must be paid within the subscription period. The board of directors of the company shall have the right to extend the payment period.
Subscription may also be made without Unit Rights and Subscription Rights. In the event that not all units are subscribed for with the exercise of Unit Rights or not all shares are subscribed for with the exercise of Subscription Rights, the Company’s board of directors shall, within the framework of the maximum amount of the Rights Issue, resolve on the allotment of units subscribed for without Unit Rights and shares and warrants for shares subscribed for without Subscription Rights. Allocation will then be made in the following order of priority:
- Firstly, allotment shall be made to those who have subscribed for units with Unit Rights or shares with Subscription Rights, regardless of whether they were shareholders on the record date or not, proportionally in relation to the number of units subscribed for through the exercise of Unit Rights or shares subscribed for through the exercise of Subscription Rights and, to the extent that this cannot be done by drawing lots.
- Secondly, allotment shall be made to those who have subscribed for units without Unit Rights or shares without Subscription Rights, in proportion to the number of units or shares subscribed for and, to the extent that this cannot be done, by drawing lots.
- Thirdly, allotment shall be made to those who have entered into guarantee commitments, in proportion to such guarantee commitments.
A number of existing shareholders and senior executives in Enersize have undertaken to subscribe for units corresponding to approximately 35 per cent of the Rights Issue, corresponding to approximately SEK 4.2 million.
A number of external investors have undertaken to underwrite approximately 34 per cent of the Rights Issue, corresponding to approximately SEK 4.1 million for an underwriting compensation of 15 per cent of the guaranteed amount in cash. The Rights Issue is thus covered by subscription commitments and guarantee commitments to approximately 70 per cent, corresponding to approximately SEK 8.3 million.
A guarantee fee will be paid to the underwriters, based on current market conditions, of 15 per cent of the guaranteed amount. No compensation will be paid for subscription commitments from existing shareholders. Neither subscription commitments nor guarantee commitments are secured by bank guarantees, blocked funds, pledged assets or similar.
All existing shareholders who have entered into subscription undertakings in the Rights Issue have also undertaken to vote in favour of the Rights Issue at the EGM.
If all shares are subscribed for in the Rights Issue, the number of shares in Enersize will increase with up to a maximum of 5 943 453 320 shares and subsequently amount to a maximum of 9 806 697 983 shares in total. Existing shareholders that do not participate in the Rights Issue will be diluted by a maximum of approximately 61 per cent. Upon full exercise of the warrants, the number of shares in Enersize will increase by up to 5,943,453,320 shares and thereafter amount to 15,750,151,303 shares in total. In the event of a fully subscribed Rights Issue and full exercise of the warrants of series TO 4 issued within the framework of the Rights Issue, a total dilution of approximately 76 per cent will arise.
The subscription price shall be added to the reserve for invested unrestricted equity of the Company.
The new shares shall entitle to dividends for the first time on the nearest record date for dividends that occurs after the shares have been registered.
The board of directors shall be authorised to resolve on all other conditions for the Rights Issue and any questions related thereto, including cancelling the Rights Issue at its sole discretion. For the sake of clarity, it is noted that this resolution does not replace any authorisations in force.
The board of directors, or persons authorised by the board of directors, shall be authorised to resolve on and take any practical actions related to the implementation of the Rights Issue.