18.6.2025 22:45:00 EEST | Merus Power Oyj | Company Announcement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. 

With reference to the directed share issue announced on 18 June 2025, Merus Power Plc (“ Merus Power " or the “ Company ”) announces the result of the directed share issue of new shares (the " Shares ") in an accelerated bookbuilding process to domestic and international institutional and other qualified investors (the " Placing ").

Merus Power expects to receive gross proceeds of approximately EUR 2.0 million as a result of the Placing. The net proceeds from the Placing are intended to be used to strengthen working capital adequacy to promote international growth and profitability in line with Merus Power's strategy.

As a result of the Placing, the Company will issue a total of 442,634 Shares. The Shares represent approximately 5.8 per cent of the issued shares in Merus Power prior to the Placing and approximately 5.5 per cent of the issued shares in Merus Power following the Placing. The total number of issued shares in the Company after the Placing will be 8,116,050. 

The subscription price of the Shares is EUR 4.50 per Share, corresponding to a discount of approximately 10.0 per cent to the closing price (EUR 5.00) of the Company’s share on 18 June 2025, and a discount of approximately 12.0 per cent compared to the volume-weighted average price (EUR 5.11) of the Company’s share during the two week period prior to and up to 18 June 2025. The subscription price shall be recorded in the invested unrestricted equity reserve.

The Placing was carried out based on offers received in an accelerated bookbuilding process and based on the authorization to issue up to 600,000 new shares given to the Board of Directors by the Company's annual general meeting held on 17 March 2025. More than ten per cent of the Shares issued in the Placing were allocated to Ahlstrom Invest B.V., which held more than ten per cent of all shares in the Company prior to the Placing.

The Shares (ISIN code FI4000506902) will be registered with the Trade Register maintained by the Finnish Patent and Registration Office on or about 25 June 2025. The Shares are expected to be ready for delivery to the investors through Euroclear Finland Ltd on or about 25 June 2025. Trading in the Shares is expected to commence on Nasdaq First North Growth Market Finland on or about 26 June 2025.

“We are very pleased with the strong contribution from our investors. The proceeds will support the acceleration of international growth and the improvement of profitability in line with our strategy”, says Kari Tuomala, CEO of Merus Power.

Aktia Alexander Corporate Finance Oy (" ACF ") acts as the sole bookrunner and financial advisor of the Placing. Borenius Attorneys Ltd acts as the legal advisor to the Company and ACF.

Distribution:
Nasdaq Helsinki Oy
Key media

Contacts

• Aktia Alexander Corporate Finance Oy, Certified Adviser, +358 50 520 4098
• Kari Tuomala, CEO, +358 40 541 1256, kari.tuomala@meruspower.com

About Merus Power Oyj

Merus Power is a technology company driving the sustainable energy transition. We design and produce innovative electrical engineering solutions such as energy storages and power quality solutions, and services for the needs of renewable energy and industry. Through our scalable technology, we facilitate the growth of renewable energy in the electricity grids and improve the energy efficiency of society. We are a domestic specialist in innovative electrical engineering and operate in global and high-growth markets. Our personnel represent internationally renowned  engineering expertise. Our net sales in 2024 was EUR 35.8 million and our stock’s trading symbol on the Nasdaq First North Growth Market Finland is MERUS.

The original of this document has been made in Finnish. In case of any discrepancy, the Finnish version will prevail.

Forward-Looking Statements

 This company release includes forward-looking statements which are not historical facts but statements regarding future expectations instead. These forward-looking statements include, without limitation, those regarding Merus Power’s future financial position and results of operations, the company’s strategy, objectives, and projected liquidity requirements and the expected dates for registration and delivery of the new shares and the date on which trading in the new shares is expected to commence on Nasdaq First North Growth Market Finland.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and are based on numerous assumptions. The company’s actual results of operations, including the company’s financial condition and liquidity and the development of the industry in which the company operates, may differ materially from and be more negative than those made in, or suggested by, the forward-looking statements contained in this company release. Factors, including risks and uncertainties that could cause these differences include, but are not limited to risks associated with implementation of Merus Power’s strategy, risks and uncertainties associated with the company’s ability to develop new services and enhance existing services, the impact of competition, changes in general economy and industry conditions.

Important notice

 The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”), Canada, New Zealand, Australia, Japan, Hong Kong, Singapore, South Africa or any other jurisdiction in which the distribution or release would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

This release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Canada, New Zealand, Australia, Japan, Hong Kong, Singapore, South Africa or any other jurisdiction in which such offers or sales are unlawful (the “Excluded Territories”). Any failure to comply with this may constitute a violation of the securities laws of the relevant Excluded Territory or the securities laws of other states, as the case may be.

The securities referred to in this release have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or under the securities laws of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The securities referred to in this release are being offered and sold only outside the United States. The securities issued in connection with the Placing have not been and will not be registered under any applicable securities laws of any state, province, territory, county or jurisdiction of the Excluded Territories. Accordingly, such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Excluded Territories or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States or elsewhere. 

This release is not a prospectus as defined in the Regulation (EU) 2017/1129 (the “Prospectus Regulation”) or in the United Kingdom, Regulation (EU) 2017/1129, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), and has been prepared on the basis that any offers of securities referred to herein in any member state of the European Economic Area or the United Kingdom will be made pursuant to an exemption under the Prospectus Regulation or the UK Prospectus Regulation, as applicable, from any obligation to prepare a prospectus and as such, this release does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.

The information set forth in this release is only being distributed to, and directed at, persons in member states of the European Economic Area and the United Kingdom who are qualified investors within the meaning of the Prospectus Regulation or the UK Prospectus Regulation, as applicable (“Qualified Investors”). In addition, this information is only being communicated to, and is only directed at, persons outside the United Kingdom or, in the United Kingdom, to Qualified Investors (i) having professional experience in matters relating to investments who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) high net worth entities falling within Article 49(2)(a)–(d) of the Order, or (iii) persons to whom it may otherwise lawfully be communicated (“Relevant Persons”).

This information must not be acted or relied on by, and any investment activity to which this information relates is not available to and may not be engaged with, persons (i) in any member state of the European Economic Area who are not Qualified Investors, and (ii) in the United Kingdom who are not Relevant Persons. Any securities mentioned herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Relevant Persons.

ACF acts only for and on behalf of Merus Power in connection with the Placing. ACF does not hold any other party as its client and is not responsible for providing advice to any other party than Merus Power in relation to the Placing or any other matters referred to herein.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that such Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to any offering of the Shares. Furthermore, it is noted that, notwithstanding the Target Market Assessment, ACF as the sole bookrunner of the Placing will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.

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