The Board of Directors of
The Annual General Meeting will take place in
The rights issue in summary
- The Board of Directors of
Enersize proposes that the Annual General Meeting authorizes the Board of Directors to decide on the Rights Issue, which providesEnersize up to approximatelySEK 17.3 million before issue costs. - The rights issue is fully guaranteed through a bottom guarantee in the range of
SEK 0 - 12 million and a top guarantee in the rangeSEK 12 - 17.3 million. Guarantee compensation is paid with 12% of guaranteed amount. In the bottom guarantee, the fee is paid in cash, in the top guarantee in the form of shares. - The rights issue comprises a maximum of 101,641,252 new shares.
- The record date for the right to participate in the Rights Issue is
June 1, 2020 . Enersize will grant all shareholders registered inEnersize 's share book kept byEuroclear Finland Oy orEuroclear Sweden AB one (1) subscription right for each share held on the record date onJune 1, 2020 . One (1) subscription right entitles the holder to subscribe for one (1) newly issued share.- The subscription price is
SEK 0.17 per share. The subscription price for subscription of shares based on subscription rights corresponds to 53.2% percent of the volume-weighted average payment price for the Company's shares onMay 7, 2020 . - The Board further proposes that the authorization gives the Board a right to increase the Rights Issue by 20% (20,328,250 shares) in the event of over-subscribing, which gives
Enersize an additional approximatelySEK 3.5 million .
Background and motives for the Rights Issue
In the long term, the Company's main competitors are suppliers of compressors. There are a few one-man companies and the like that are not considered to hinder
The rights issue will secure working capital up to the expected positive cash flow during 2021. The issue proceeds will enable continued expansion in Swede through increased marketing and increasing the proportion of recurring revenue, and
- Increased sales work in collaboration with the Company's partners in
Sweden . - Establishment in
Germany through own salespeople. - Strategic business development work to maximize the Company's growth in the coming years.
- Further development of the SaaS products LEAQS and Q +, which have already demonstrated customer benefit and form the basis for all sales.
“It is a sign of strength by
Guarantee undertakings
The rights issue is fully guaranteed. The interval 0 - 12 MSEK is guaranteed by
For the guarantee in the range of
Indicative schedule
All dates refer to 2020. The schedule may be subject to minor adjustments.
May month | Annual General Meeting. |
May month | The Board's decision on the Rights Issue. |
Last day of trading including the right to subscribe in the Rights issue. | |
Last day of trading excluding the right to subscribe in the Rights issue. | |
The record date. Shareholders who are registered in the | |
Trading in subscription rights. | |
The subscription period for the offering in | |
The subscription period for the offering in | |
Trade in BTA, preliminary period. The period may be extended or shortened, depending on the situation. | |
The announcement of the outcome of the offering is expected to be published. |
Number of shares and dilution effects
Prior to the Rights Issue, the Company holds 101,641,252 outstanding shares.
A maximum of 101,641,252 shares are issued in the Rights Issue. If the Rights Issue is oversubscribed, the Board of Directors may decide to use the over-allotment option and issue up to an additional 20,328,250 shares. The portion of the compensation for issue guarantees paid in the form of shares amounts to 3,727,059 shares.
Thus, upon full exercise of the over-allotment option, the Company will issue a total of 125,697,561 shares. The number of outstanding shares in the Company will then amount to 227,338,813, of which the shares issued in connection with the Rights Issue in the above manner constitute approximately 55.3 percent.
Information to 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
A customary recalculation of the option terms for TO1 and TO2 will take place in connection with the rights issue.
Information to Finnish shareholders
In order to trade with subscription rights and BTA on the Nasdaq First North Growth Market, shareholders with their shares in Euroclear Finland must transfer their shares to
In order to trade shares on Nasdaq First North Growth Market, a Finnish shareholder will need to transfer their shares to
Shareholders who have their shares in Euroclear Finland will be able to subscribe to the Rights Issue in Euro.
Legal counsel
Eversheds Sutherland in
Important information
This press release is not an offer to subscribe for shares in
This press release shall not, directly or indirectly, be released, published or distributed in or to
Neither subscription rights, paid subscribed shares (”BTA”), or newly issued shares have been recommended or approved by any US federal or state securities authority or regulatory authority. No subscription rights, BTA or newly issued shares have been registered or will be registered under the United States Securities Act of 1933, as applicable, or in accordance with applicable laws in
There is no intention to register any portion of the offer in
This press release may contain certain forward-looking information that reflects Enersize’s current views on future events as well as financial and operational development. Words that are "intended", "come", "judged", "expected", "can", "plan", "appreciate" and other expressions that imply indications or predictions about future developments or trends, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties because it depends on future events and circumstances. Forward-looking information does not constitute a guarantee of future performance or development and actual outcomes may differ substantially from what is stated in forward-looking information. This information, the opinions and the forward-looking statements contained in this press release are valid only on this date and may be amended without notice. Enviro makes no representations about publishing updates or revisions of forward-looking information, future events or similar circumstances other than the applicable law.
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