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 11 March 2021.
- UB Securities Ltd is the lead manager of the Issues.
CEO's interview in Finnish
- 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
Documents related to the rights issue
The FIN-FSA’s decision on the approval of the Prospectus
Financial Statements 2020 (in Finnish)
Auditors Report 2020 (in Finnish)
Rights Issue – Terms and Conditions
Directed Issue – Terms and Conditions
Stock exchange releases related to the rights issue
11/03/2021 The Finnish Financial Supervisory Authority has approved the Finnish-language prospectus related to Enedo’s rights issue and directed issue
11/03/2021 Enedo’s Board of Directors has decided on a rights issue and directed issue and is publishing the terms and conditions
10/03/2021 Enedo’s Financial Statements for the financial year 2020 has been published
09/03/2021 Resolutions of the Extraordinary General Meeting of Enedo Plc
08/03/2021 The Finnish Financial Supervisory Authority has granted Inission AB (publ) a permanent exemption from obligation to launch a mandatory bid
16/02/2021 NOTICE OF ENEDO PLC’S EXTRAORDINARY GENERAL MEETING
16/02/2021 Enedo Plc has agreed conditionally on cancellation of its debts totalling MEUR 3.3, is planning a directed issue and a rights issue totalling approximately MEUR 12, and intends to execute a turnaround program in order to improve its result
Questions and Answers
Contact for further information
Mr. Vesa Leino,
CEO, Enedo PLC
Tel. +358 40 759 8956