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Enedo’s Board of Directors has decided on a rights issue and directed issue and is publishing the terms and conditions

Enedo Oyj
·15-min read

ENEDO PLC Stock exchange release 11 March 2021 at 15:40


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA, SINGAPORE, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL

Enedo’s Board of Directors has decided on a rights issue and directed issue and is publishing the terms and conditions

On 9 March 2021, the Extraordinary General Meeting of Enedo Plc (the “Company”) authorised the Board of Directors of the Company to decide on a share issue in accordance with the shareholders’ pre-emptive rights and on a directed issue in deviation from the shareholders’ pre-emptive subscription rights. Today, the Company’s Board of Directors has decided on the basis of the above authorisation to offer a maximum of 25,090,458 new shares in the Company (the “Offer Shares”) in accordance with the shareholders’ pre-emptive rights (the “Rights Issue”) and a maximum of 35,000,000 new shares in the Company (the “Directed Shares”) in deviation from the shareholders’ pre-emptive rights (the “Directed Issue”) (the Rights Issue and Directed Issue jointly the “Issues”).

Background of the Issues and use of proceeds

The Company aims to raise gross proceeds totalling EUR 12 million through the Issues. The Issues relate to the Company’s loan arrangement of EUR 8.6 million announced on 16 February 2021, through which the Company will pay back EUR 5.3 million of these loans and a total of EUR 3.3 million of the loans will be cancelled (the “Loan Arrangement”). EUR 5.3 million of the raised proceeds will be used to execute the Loan Arrangement. The rest of the raised proceeds will be used for the Company’s general working capital needs and for the execution of the Company’s turnaround programme.

In accordance with the terms and conditions of the Issues, the Board of Directors of the Company may resolve to not approve subscriptions and to not carry out the Issues if the Board of Directors concludes that carrying out the Issues would no longer be in the Company’s interest. The Board of Directors intends to carry out the Issues provided that the gross proceeds raised will be at least EUR 7.3 million as set out in the already submitted subscription undertakings. However, in this case the Company would need to seek additional finance in order to secure the Company’s working capital needs and to execute its turnaround programme.

The Issues in brief

  • The Company aims to raise gross proceeds totalling EUR 12 million through the Rights Issue and Directed Issue by offering a maximum of 25,090,458 Offer Shares and a maximum of 35,000,000 Directed Shares.

  • The Offer Shares will be offered for subscription by the shareholders of the Company in proportion to their holding of the existing shares (the “Existing Shares”).

  • A shareholder who on the record date of the Rights Issue, 15 March 2021 (the “Record Date”), is registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy (“Euroclear Finland”) or, in respect of nominee-registered existing shares, a shareholder on whose behalf the shares have been registered in the Company’s shareholders’ register on the Record Date, will automatically receive three (3) freely transferable subscription rights as book-entries for every one (1) Existing Share owned on the Record Date (the “Subscription Right”).

  • The subscription price is EUR 0.20 per Offer Share and Directed Share (the “Subscription Price”).

  • The Subscription period for the Offer Shares and Directed Shares will commence on 18 March 2021 at 10:00 a.m. and expire on 1 April 2021 at 4:30 p.m. Finnish time (the “Subscription Period”).

  • The Subscription Rights will be subject to trading on the official list of the Helsinki Stock Exchange from 10:00 a.m. Finnish time on 18 March 2021 to 6:30 p.m. Finnish time on 26 March 2021.

  • The Offer Shares and Directed Shares will carry the right to receive full dividends and other distributions of funds by the Company, if any, and to other shareholder rights in the Company as of the registration of the Offer Shares and Directed Shares with the Trade Register on or about 9 April 2021 and in the shareholders’ register of the Company maintained by Euroclear Finland on or about 12 April 2021.

  • Company shareholders Rausanne Oy, Rausatum Oy, Adafor Oy, Soinitilat Oy, 4capes Oy, Jaakko Heininen and Pekka Heininen have, subject to certain customary conditions, undertaken to subscribe for Offer Shares in the Rights Issue with a total of EUR 1,659,617. Joensuun Kauppa ja Kone Oy (“Joensuun Kauppa ja Kone”) has undertaken to subscribe for a total of 4,781,127 Offer Shares in the Rights Issue using Subscription Rights based on Shares in the Company held by Jussi Capital Oy. Furthermore, Chairman of the Company’s Board of Directors Tuomo Lähdesmäki, members of the Company’s Board of Directors Matti Miettunen and Taru Narvanmaa as well as Company President and CEO Vesa Leino have, subject to certain customary conditions, undertaken to subscribe for Offer Shares with a total of EUR 149,080.60.

  • The subscription undertakings received correspond to a total of 13,824,614 shares, i.e. a total of 55.1% of all of the Offer Shares in the Rights Issue. Following the execution of the Loan Arrangement, Jussi Capital Oy will sell all of the 1,593,709 Company shares it owns (EUR 318,742) to Joensuun Kauppa ja Kone at the price of EUR 0.20 per share.

  • Inission AB (publ) (“Inission”) has undertaken, subject to certain conditions described in the Terms and Conditions of the Directed Issue, to subscribe for 34,000,000 of the Directed Shares offered by the Company in the Directed Issue, and Joensuun Kauppa ja Kone has undertaken, subject to certain conditions, to subscribe for 1,000,000 Directed Shares offered by the Company in the Directed Issue. If the Issues and the arrangements related thereto are realised in full, Inission will become the Company’s largest shareholder with holdings of approximately 49.6%.

  • The Company will publish the prospectus approved by the Finnish Financial Supervisory Authority concerning the Issues on or about 11 March 2021.

  • UB Securities Ltd is the lead manager of the Issues.

Terms and conditions of the Issues in brief

A shareholder who on the Record Date of the Rights Issue, 15 March 2021, is registered in the Company’s shareholders’ register maintained by Euroclear Finland or, in respect of nominee-registered Existing Shares, a shareholder on whose behalf the shares have been registered in the Company’s shareholders’ register on the Record Date, will automatically receive three (3) freely transferable Subscription Rights as book-entries for every one (1) Existing Share owned on the Record Date. A shareholder, or a person or an entity to whom such Subscription Rights have been transferred, is entitled to subscribe for one (1) Offer Share for one (1) Subscription Right (the “Primary Subscription”).

A shareholder or other investor is entitled to subscribe for Offer Shares not subscribed for by virtue of the Primary Subscription Right (the “Secondary Subscription”). In the event not all the Offer Shares have been subscribed for after the Secondary Subscription, the remaining Offer Shares may be allocated for subscription in a manner decided by the Board of Directors.

The Subscription period for the Offer Shares will commence on 18 March 2021 at 10:00 a.m. and expire on 1 April 2021 at 4:30 p.m. Finnish time. The pre-emptive subscription right must be exercised during the Subscription Period. Any unexercised Subscription Rights will expire after the end of the Subscription Period and they will be removed from the book-entry accounts of the holders without separate notice.

The subscription period for the Directed Shares will commence on 18 March 2021 at 10:00 a.m. and expire on 1 April 2021 at 4:30 p.m. Finnish time.

Subscription locations, i.e. account operators, custodians and nominees, may impose a deadline for subscription that is earlier than the expiry of the subscription period.

The subscription price is EUR 0.20 per Offer Share and Directed Share.

Subscription undertakings

Company shareholders Rausanne Oy, Rausatum Oy, Adafor Oy, Soinitilat Oy, 4capes Oy, Jaakko Heininen and Pekka Heininen have, subject to certain customary conditions, undertaken to subscribe for Offer shares in the Rights Issue with a total of EUR 1,659,617. Joensuun Kauppa ja Kone has undertaken to subscribe for a total of 4,781,127 Offer Shares in the Rights Issue using Subscription Rights based on shares in the Company held by Jussi Capital Oy. Furthermore, Chairman of the Company’s Board of Directors Tuomo Lähdesmäki, members of the Company’s Board of Directors Matti Miettunen and Taru Narvanmaa as well as Company President and CEO Vesa Leino have, subject to certain customary conditions, undertaken to subscribe for Offer Shares with a total of EUR 149,080.60. The subscription undertakings received correspond to a total of 13,824,614 shares, i.e. a total of 55.1% of all of the Offer Shares in the Rights Issue. In accordance with their subscription undertakings, Joensuun Kauppa ja Kone, Rausanne Oy, 4Capes Oy and Soinitilat Oy will each separately subscribe for over 5.0% of the Offer Shares in the Rights Issue. Following the execution of the Loan Arrangement, Jussi Capital Oy will sell all of the 1,593,709 Company shares it owns (EUR 318,742) to Joensuun Kauppa ja Kone at the price of EUR 0.20 per share.

Inission has undertaken, subject to certain conditions, to subscribe for 34,000,000 of the Directed Shares offered by the Company in the Directed Issue, and Joensuun Kauppa ja Kone has undertaken, subject to certain conditions, to subscribe for 1,000,000 Directed Shares offered by the Company in the Directed Issue. If the Issues and the arrangements related thereto are realised in full, Inission will become the Company’s largest shareholder with holdings of approximately 49.6%.

Certain important dates relating to the Issues

Last day of trading in shares bearing Subscription Rights

11 March 2021

Ex-Rights Date

12 March 2021

Record Date of the Rights Issue and the Directed Issue

15 March 2021

Subscription Rights will be registered on the shareholders’ book-entry accounts

16 March 2021

Subscription period commences

18 March 2021 at 10:00 a.m.

Trading in Subscription Rights commences on the Helsinki Stock Exchange

18 March 2021 at 10:00 a.m.

Trading in Subscription Rights ends on the Helsinki Stock Exchange

26 March 2021 at 6:30 p.m.

Subscription Period ends

1 April 2021 at 4:30 p.m.

This is the last date to subscribe for Offer Shares based on a Subscription Right. Places of subscription and book-entry account operators may require investors to provide their instructions at a specified date well in advance before the trading in the Subscription Rights ends.

Trading in Interim Shares representing the Offer Shares subscribed for commences on the Helsinki Stock Exchange

On or about 6 April 2021

Offer Shares and Directed Shares are registered with the Trade Register and Interim Shares are combined with the Existing Shares

On or about 9 April 2021

Trading in the Offer Shares and the Directed Shares commences on the Helsinki Stock Exchange

On or about 12 April 2021

The Company has submitted a Finnish-language prospectus concerning the Issues to the Finnish Financial Supervisory Authority for approval. The prospectus will be approved on or about 11 March 2021. The prospectus will be available on the website of UB Securities Ltd, the lead manager of the Issues, at www.unitedbankers.fi/fi/annit/enedo on or about 11 March 2021, as estimated. The prospectus will also be available on the Company’s website at https://enedopower.com/investors/issues on or about 11 March 2021, as estimated.

The terms and conditions of the Rights Issue and the Directed Issue are attached in full to this release.

UB Securities Ltd is acting as the Lead Manager of the Rights Issue and the Directed Issue. Castrén & Snellman Attorneys Ltd is the Company’s legal advisor.

ENEDO PLC

Vesa Leino
President and CEO

For further information, please contact Mr. Vesa Leino, CEO, tel. +358 40 759 8956.

DISTRIBUTION
Nasdaq Helsinki Ltd
Principal media

ENEDO IN BRIEF

Enedo is a European designer and producer of high-quality electronic power supplies and systems for critical equipment even in the most demanding environments. Enedo’s mission is to make electricity better – more reliable, more secure, more energy efficient – and just right to fit its purpose. Enedo’s three main product categories are Led Drivers, Power Supplies and Power Systems. In 2020 the group’s revenue was EUR 38,5 million. Enedo has 354 employees and its main functions are located in Finland, Italy, Tunisia and USA. The group’s head office is in Finland and parent company Enedo Oyj is listed on Nasdaq Helsinki Oy.

IMPORTANT INFORMATION

This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any part of the share issues in the United States or to conduct a public offering of securities in the United States.

The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, Singapore, Japan or New Zealand. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

In any EEA Member State, other than Finland, this release is only addressed to and is only directed at qualified investors in that Member State within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”).

This release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). Any securities mentioned herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this release or any of its contents.

This release does not constitute a prospectus as defined in the Prospectus Regulation and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.

No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its subsidiaries, its securities and the transactions, including the merits and risks involved.

The Lead Manager is acting exclusively for the Company and no one else in connection with the share issues. It will not regard any other person as its respective client in relation to the share issues. The Lead Manager will not be responsible to anyone other than the Company for providing the protections afforded to its respective clients nor for giving advice in relation to the contemplated share issues or any transactions or arrangements referred to herein.

This release includes “forward-looking statements”. These statements may not be based on historical facts but are statements about future expectations. When used in this release, the words “aims,” “anticipates,” “assumes,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,” “would” and similar expressions as they relate to the Company and the transactions identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Readers should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied in the forward-looking statements. The Company or any of its affiliates, advisors or representatives or any other person undertakes no obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release.

APPENDICES:

Terms and Conditions of the Rights Issue

Terms and Conditions of the Directed Issue

Attachments