Enedo Plc Stock Exchange Release December 15, 2021 at 16:00
The Finnish Financial Supervisory Authority has granted Inission AB (publ) a permanent exemption from obligation to launch a mandatory tender offer
On 2 December 2021, Enedo Plc (the "Company") announced that the Company had received a positive credit decision for EUR 5.0 million loan from a financial institution. One of the loan terms would be Inission AB (publ) (“Inission”) providing a guarantee for the total outstanding loan amount (including interests and expenses). Should Inission become liable to pay the loan based on the guarantee, then Inission would have a right of recourse against the Company. Should the Company be unable to pay the said amount to Inission upon demand, Inission would then be entitled to convert the said amount to the shares in the Company at EUR 0.10 (ten cents) per share.
As published on 2 December 2021, the Company has convened an Extraordinary General Meeting to be held on 23 December 2021. The above loan arrangement is subject to the Extraordinary General Meeting authorizing the Company’s Board of Directors to issue a maximum number of 55,000,000 new shares to be offered for subscription to Inission at a subscription price of EUR 0.10 (ten cents) per share. The authorization could be used only if and to the extent Inission is liable to pay the Company’s loan based on the guarantee and the Company is unable to repay the said amount to Inission upon demand in which case Inission could then convert the said amount to new shares in the Company. If the conversion right is used by Inission in full, Inission’s ownership and voting percentage in the Company would increase from the current 49.6 % to up to 72.1% (assuming no changes in the Company’s share amount before such conversion).
Inission has informed the Company that the Finnish Financial Supervisory Authority has decided to grant Inission a permanent exemption in accordance with Chapter 11, Section 26 of the Finnish Securities Markets Act from the obligation to launch a mandatory tender offer even if Inission’s ownership and voting percentage in the Company would increase from the current 49.6 % to up to 72.1 % as a result of Inission using the above conversion right. The exemption therefore applies to the crossing of the 50 percent threshold for the obligation to launch a mandatory tender offer under the Finnish Securities Markets Act. The reason for the exemption is that the crossing of the mandatory tender offer threshold would occur in an arrangement which is intended to secure the continuity of the operations of the Company which is in financial distress.
The above exemption is conditional on that Inission or persons acting in concert with Inission do not, after the crossing of the mandatory tender offer threshold, acquire or subscribe for additional shares in the Company or otherwise increase their share of votes in the Company otherwise than by using the above conversion right.
The above exemption is also conditional on that the arrangement is supported at the Company’s Extraordinary General Meeting by shareholders independent of Inission that represent at least two thirds of the votes given.
Inission has undertaken that a majority of the Company’s Board members shall be independent of Inission as long as the above exemption is in force.
ENEDO PLC
Mikael Fryklund
President and CEO
For further information please contact Mr. Mikael Fryklund, CEO, tel. +358 40 500 6864.
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Nasdaq Helsinki Ltd
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Enedo
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.
www.enedopower.com
