Enersense International Oyj has initiated a consent solicitation process concerning its outstanding €26 million senior unsecured bonds, which carry a fixed interest rate of 7.00% and are due in 2027. The company is seeking approval from bondholders to amend the terms of these bonds, with the goal of converting them into subordinated convertible hybrid bonds. This restructuring is part of Enersense’s broader strategy to strengthen its balance sheet, extend its maturity profile, and facilitate the refinancing of other debt arrangements.

The proposed changes to the bond terms include maintaining a fixed coupon rate of 7.0% until January 15, 2026, after which the rate would increase to 8.0% until January 15, 2029. Following this period, the interest rate will be determined based on the three-month Euribor rate plus a margin of 10.708%, payable quarterly. Additionally, the conversion price for the bonds will be adjusted from the current €8.00 to €7.00, representing a premium of approximately 57.9% based on the weighted average trading price of Enersense’s shares on Nasdaq Helsinki over the ten trading days prior to the initiation of the consent solicitation.

If approved, the conversion of all bonds could result in the issuance of up to 3,714,285 new shares, which would account for about 22.5% of the company’s total shares, or approximately 18.4% when considering dilution effects. Enersense has scheduled a bondholders’ meeting for December 4, 2025, to discuss the proposal, with expectations that certain bondholders representing around 80% of the bond’s nominal value will support the changes.

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In conjunction with the proposed amendments, Enersense is also considering issuing new convertible hybrid bonds with a total nominal value of up to €4 million, aimed at selected professional investors. The net proceeds from this potential issuance would be used for general corporate purposes.

Furthermore, Enersense has secured credit commitments for new senior secured financing, which includes a €16 million term loan maturing in 2028 and an €8 million credit facility. These new financial arrangements, along with the proposed amendments to the existing bond terms, are expected to extend the company’s debt maturity profile. The proceeds from these new financing arrangements will be utilized for refinancing existing loans and repaying an existing payment arrangement with the Finnish Tax Administration.

As part of the consent solicitation process, Enersense is offering an instruction fee to bondholders who submit valid voting instructions either in favor of or against the proposal before November 26, 2025. This fee amounts to 0.20% of the nominal value of the bonds for which instructions are provided. Bondholders are encouraged to carefully review the accompanying notice for detailed information on the proposal and the voting process. The outcome of the bondholders’ meeting will be communicated through a stock exchange release as soon as practicable after the meeting.