Recent work | December 28, 2022

Roschier advised Enersense in its offering of senior unsecured conditionally convertible notes

Enersense International Plc has completed an offering of EUR 26 million senior unsecured conditionally convertible notes due 15 January 2027. Roschier provided legal advice to Enersense in the offering process, with Nordea Bank Plc as the sole global coordinator and bookrunner.

The offering was launched on 1 December and priced on 2 December 2022. The notes are initially cash-settling and, following the authorization by the Extraordinary General Meeting held on 23 December, the notes will become convertible into shares in the company in January 2023.

The notes carry a coupon of 7% per annum and are convertible to 3.25 million shares in the company at the initial conversion price of EUR 8.00 per share.

“This transaction is the first Finnish law-governed convertible note offering with euromarket-style terms and conditions, including adjustments provisions, and the subsequent shareholder authorization added complexity to the transaction. The equity-linked market typically recovers quickly after challenging periods and crises, so we may see more transactions of this type in the future”, says Roschier Partner Petri Avikainen, who led the team working with Enersense on this transaction.

Enersense International Plc is an energy company listed on the Helsinki Stock Exchange, providing green energy services for the implementation of a zero-emission and energy self-sufficient society on a broad scale.

Roschier’s main advisory team comprised Petri Avikainen, Seppo Kymäläinen, Jaakko Laitinen, Teemu Jokiharju and Samuli Seppälä.