ENEDO PLC Stock exchange release 7 April 2021 at 19:30
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
Final result of Enedo Plc’s rights issue and directed issue
On 11 March 2021, Enedo Plc (the “Company”) announced a rights issue and a directed issue (jointly the “Issues”), totalling approximately EUR 12 million.
The subscription period of the Issues ended on 1 April 2021. In accordance with the final result, a total of 39,320,336 new shares were subscribed for in the rights issue, corresponding to approximately 156.7% of the offered 25,090,458 shares. A total of 23,340,992 new shares representing 93.0% of the 25,090,458 new shares offered in the rights issue were subscribed for based on subscription rights and 15,979,344 new shares without the subscription rights. In the directed issue, all of the offered 35,000,000 shares were subscribed for. The subscription price in the rights issue and the directed issue was EUR 0.20 per new share, and the Company will receive gross proceeds of approximately EUR 12.0 million from the Issues.
The Company’s Board of Directors has today approved the subscriptions made in the Issues and allocated the new shares subscribed for in the Issues in accordance with the terms and conditions of the Issues. As a consequence of the Issues, the number of shares in the Company will increase by 60,090,458 shares from the current 8,432,735 shares to a total of 68,523,193 shares. After the completion of the Issues, the new shares issued in the Issues represent approximately 88% of the issued and outstanding shares in the Company.
The Swedish Inission AB (publ) (“Inission”) subscribed for 34,000,000 of the shares offered in the directed issue pursuant to its subscription undertaking and it will become the Company’s largest shareholder with holdings of approximately 49.6%. On 8 March 2021, the Financial Supervisory Authority granted Inission a permanent exemption from the obligation to launch a mandatory bid for the Company’s shares. In addition, Joensuun Kauppa ja Kone Oy (“Joensuun Kauppa ja Kone”) subscribed for 1,000,000 of the shares offered in the directed issue pursuant to its subscription undertaking.
The Issues related 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”). The rest of the proceeds raised through the Issues will be used for the Company’s general working capital needs and for the execution of the Company’s turnaround programme announced on 16 February 2021. The Loan Arrangement will be executed immediately after the new shares have been entered into the Trade Register. Thereafter, Jussi Capital Oy will sell all of the Company shares it owns to Joensuun Kauppa ja Kone.
“I am very pleased with the result of the rights issue and I wish to express warm thanks to all Enedo’s existing and new shareholders who participated in the rights issue. An oversubscribed issue tells of strong confidence in the company’s turnaround programme and new profitable future”, says Enedo’s President and CEO Vesa Leino. “I also wish to thank our new significant owners who participated in the directed issue for their belief in the company and its future. The successful issues will secure the necessary finance for the execution of the turnaround programme, bring security for the duration of its execution and, through the loan arrangement, markedly improve the company’s financial and balance sheet position.”
The new shares will be entered into the Trade Register on or about 9 April 2021. The last day of trading in interim shares on the stock exchange list maintained by Nasdaq Helsinki Ltd (the “Helsinki Stock Exchange”) will be on or about 9 April 2021. Interim shares will be combined with the Company’s existing shares on or about 9 April 2021. Trading in the shares is expected to commence on Helsinki Stock Exchange on or about 12 April 2021. The new shares carry the same rights as the other shares in the Company when the shares have been registered with the Trade Register and entered in the investors’ book-entry accounts.
UB Securities Ltd is acting as the Lead Manager of the Issues, and Castrén & Snellman Attorneys Ltd is the Company’s legal advisor. Access Partners Oy is the Company’s financial adviser with respect to the Loan Arrangement.
President and CEO
For further information, please contact Mr. Vesa Leino, CEO, tel. +358 40 759 8956.
Nasdaq Helsinki Ltd
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 Plc is listed on Nasdaq Helsinki Oy.
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 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 Issues. It will not regard any other person as its respective client in relation to the 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 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 for-ward-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 for-ward-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.