Sensofusion Plc announces the subscription price for its planned IPO and further information on the listing of its shares on the regulated market of Nasdaq Helsinki; the Finnish FSA has approved the Finnish language prospectus
Sensofusion Plc announces the subscription price for its planned IPO and further information on the listing of its shares on the regulated market of Nasdaq Helsinki; the Finnish FSA has approved the Finnish language prospectus
Press release 1 October 2026, at 16:41 p.m. EEST
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Sensofusion Plc (“Sensofusion” or the “Company”) announced on 23 September 2026 that it is planning an Offering (as defined below) and listing of the Company’s shares (the “Shares”) on the regulated market of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) (the “Listing”). Sensofusion announces today the subscription price for the Offering in connection with its contemplated Listing and further information on the Offering.
The Finnish Financial Supervisory Authority has today, on 1 October 2026, approved a Finnish language prospectus related to the Offering (the “Finnish Prospectus”).
The Finnish Prospectus will be available on or about 1 October 2026 on the Company’s website at investors.sensofusion.com/en/ipo. The English language Offering Circular prepared on the basis of the Finnish Prospectus will be available on or about 1 October 2026 on the Company’s website at investors.sensofusion.com/en/ipo.
The subscription period for the Offering commences on 2 October 2026 at 10:00 a.m. EEST.
The Offering in brief:
- The subscription price for the Offer Shares in the Offering (as defined below) is EUR 16.41 per Offer Share (the “Subscription Price”), which corresponds to a market capitalization of approximately EUR 1.3 billion before the completion of the Offering, and approximately EUR 1.6 billion after the completion of the Offering, if the Share Issue is subscribed for in full and the Over-allotment Option (as defined below) is exercised in full.
- The size of the Offering is approximately EUR 317 million, and the total amount of gross proceeds raised by the Company is approximately EUR 300 million, if the Share Issue is subscribed for in full, the Selling Shareholders sell the maximum amount of Sale Shares, and the Over-allotment Option is exercised in full:
- The Company aims to raise gross proceeds of approximately EUR 259 million by offering preliminarily a maximum of 15,783,059 new shares in the Company (the “New Shares”) for subscription (the “Share Issue”).
- Haave Oy (the “Principal Owner”) and other existing shareholders of the Company listed in the Offering Circular (as defined below) (together with the Principal Owner, the “Selling Shareholders”, and each individually a “Selling Shareholder”) will offer for purchase preliminarily a maximum of 1,001,885 existing shares in the Company (the “Sale Shares”) (the “Share Sale”, and together with the Share Issue, the “Offering”).
- The Company is expected to grant to Danske Bank (as defined below), acting as the stabilizing manager (“Stabilizing Manager”), an over-allotment option, which would entitle the Stabilizing Manager to subscribe for preliminarily a maximum of 2,517,741 additional new Shares (the “Option Shares”) at the Subscription Price solely to cover over-allotments in connection with the Offering (the “Over-allotment Option”). The Over-allotment Option is exercisable within 30 days from the commencement of trading in the Shares on the prelist of Nasdaq Helsinki (i.e., on or about the period between 9 October 2026 and 8 November 2026) (the “Stabilization Period”).
- The Offering consists of (i) a public offering to private individuals and entities in Finland (the “Public Offering”) and (ii) an institutional offering to institutional investors in Finland and, in accordance with applicable laws, internationally, including in the United States to persons reasonably believed by the Sole Global Coordinator (as defined below) to be qualified institutional buyers as defined in Rule 144A (“Rule 144A”) under the U.S. Securities Act of 1933 (as amended, the “U.S. Securities Act”), pursuant to exemptions from the registration requirements of the U.S. Securities Act (the “Institutional Offering”). Offer Shares (as defined below) will be offered in the Institutional Offering to institutional investors outside the United States in offshore transactions in compliance with Regulation S under the U.S. Securities Act (“Regulation S”), and otherwise in compliance with the said regulation.
- As a result of the Share Issue, the total number of Shares may increase to a maximum of 94,995,159 Shares if the Over-allotment Option is not exercised (the number of Shares may increase preliminarily to a maximum of 97,512,900 Shares if the Over-allotment Option is exercised in full). The maximum number of the new Shares to be issued in the Offering represents approximately 23.1 percent of the Shares and votes vested by the Shares prior to the Share Issue (if the Over-allotment Option is exercised in full), and approximately 18.8 percent after the Share Issue if all of the New Shares preliminarily offered in the Share Issue are offered and subscribed for in full and the Over-allotment Option is exercised in full.
- The Cornerstone Investors (as defined below) have each individually given subscription undertakings, under which the Cornerstone Investors have committed to subscribe for Offer Shares at the Subscription Price amounting to approximately EUR 170 million, subject to certain customary conditions being fulfilled, including a condition that the maximum valuation of all Shares at the Subscription Price before any proceeds from the Share Issue does not exceed EUR 1,300 million.
- The subscription period for the Public Offering will commence on 2 October 2026 at 10:00 a.m. (Finnish time) and end on or about 6 October 2026 at 4:00 p.m. (Finnish time).
- The subscription period for the Institutional Offering will commence on 2 October 2026 at 10:00 a.m. (Finnish time) and end on or about 8 October 2026 at 10:00 a.m. (Finnish time).
- The Board of Directors of the Company and the Principal Owner have, in the event of an oversubscription, the right to discontinue the Institutional Offering by joint decision at the earliest on 6 October 2026, at 4:00 p.m. (Finnish time). A stock exchange release regarding a decision on discontinuation will be published without delay after the subscription period has been discontinued.
- The Board of Directors of the Company and Principal Owner are entitled to extend the subscription periods of the Public Offering and the Institutional Offering. A possible extension of the subscription period will be communicated through a stock exchange release, which will indicate the new end date of the subscription period. The subscription periods of the Public Offering and the Institutional Offering will in any case end on 22 October 2026, at 4:00 p.m. (Finnish time) at the latest. The subscription periods of the Public Offering and the Institutional Offering can be extended independently of one another.
- Trading in the Shares on the prelist of Nasdaq Helsinki is expected to commence on or about 9 October 2026, and on the regulated market of Nasdaq Helsinki on or about 13 October 2026 with the trading code “SENSO”.
Timo Ahopelto, Chair of the Board of Directors comments:
“The purpose of this initial public offering is to raise funds to implement the company’s strategy. The proceeds from the Share Issue will be used for three purposes: to fund product development, to expand production and testing capacity, and to strengthen the balance sheet. Suppliers of critical systems are assessed on the basis of their reliability, and a strong balance sheet is one element of that assessment. For our users, our reliability as a company is every bit as tangible as the performance of our products.”
Tuomas Rasila, founder, CEO, member of the Board and largest shareholder comments:
“When I founded Sensofusion, the problem we were solving could still fit in a single person’s head. Today, it has become a challenge for entire nations. Developing, testing and producing the technology requires capital commensurate with the scale of that challenge. The listing will enable even more people to join us in our mission to defend humans against autonomous weapons.”
The background and reasons for the Listing
Sensofusion is an internationally operating Finnish defense equipment manufacturer specialized in drone detection and counter-drone technology. The Company researches all relevant drone technologies comprehensively, including RF and radar technology and jamming systems, and leverages its extensive detection library in the development of its products. Drone detection refers to detecting, tracking, and identifying a drone in a manner that enables protection and the necessary warning actions. Countering drones, in turn, refers to measures that stop, disrupt, or neutralize a drone’s operation or its intended use, for example through RF jamming or interceptor drones. The Company’s mission is to defend humanity against autonomous weapons. Sensofusion is vertically integrated, meaning that it owns and manages its entire value chain in-house, from research and product development to manufacturing, customer relationships and aftermarket services.
The objective of the Offering is to create the conditions for Sensofusion’s strong growth to continue, improve Sensofusion’s financial flexibility and raise awareness of Sensofusion and its brand amongst its customers, potential future employees and investors. These objectives aim to improve Sensofusion’s competitiveness, facilitate its access to the capital markets and broaden its shareholder base to include both domestic and foreign investors, which is expected to increase the liquidity of the Shares. The Listing and the increased liquidity of the Shares are also expected to enable Sensofusion to make better use of its shares in employee remuneration schemes.
Details of the Offering and the Finnish Prospectus release
Preliminarily a maximum of 1,000,000 New Shares are offered in the Public Offering to private individuals and entities in Finland. Preliminarily a maximum of 18,302,685 Offer Shares are being offered in the Institutional Offering to institutional investors through private placements in Finland and, in accordance with the applicable laws, internationally, including in the United States to persons reasonably believed by the Sole Global Coordinator to be qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act, pursuant to exemptions from the registration requirements under the U.S. Securities Act, on the terms and conditions set forth herein.
Depending on the demand, the Company may reallocate New Shares between the Public Offering and the Institutional Offering in deviation from the preliminary number of shares without limitation. However, the minimum number of New Shares to be offered in the Public Offering will be 1,000,000 New Shares or, if the aggregate number of New Shares covered by the commitments given in the Public Offering is smaller than this, such aggregate number of New Shares as covered by the commitments.
The Offer Shares are offered in the Public Offering and the Institutional Offering for subscription for the Subscription Price of EUR 16.41 per Offer Share.
With the Share Issue, the Company aims to raise gross proceeds of approximately EUR 300 million, if the Share Issue is subscribed for in full and the Over-allotment Option is exercised in full (gross proceeds of approximately EUR 259 million, if the Share Issue is subscribed for in full but the Over-allotment Option is not exercised). As a result of the Share Issue, the total number of Shares may increase to a maximum of 94,995,159 Shares if the Over-allotment Option is not exercised (the number of Shares may increase preliminarily to a maximum of 97,512,900 Shares if the Over-allotment Option is exercised in full). The maximum number of the new Shares to be issued in the Offering represents approximately 23.1 percent of the Shares and votes vested by the Shares prior to the Share Issue (if the Over-allotment Option is exercised in full), and approximately 18.8 percent after the Share Issue if all of the New Shares preliminarily offered in the Share Issue are offered and subscribed for in full and the Over-allotment Option is exercised in full.
The Selling Shareholders will offer for purchase preliminarily a maximum of 1,001,885 Sale Shares in the Share Sale. The Sale Shares represent approximately 1.1 percent of the Shares after the Share Issue if the Over-allotment Option is not exercised (approximately 1.0 percent if the Over-allotment Option is exercised in full), and if the Selling Shareholders sell the maximum number of Sale Shares and the Company issues 15,783,059 New Shares.
In connection with the Offering, the Company is expected to grant to the Stabilizing Manager an over-allotment option, which would entitle the Stabilizing Manager to subscribe for preliminarily a maximum of 2,517,741 Option Shares at the Subscription Price solely to cover over-allotments in connection with the Offering. The Over-allotment Option is exercisable within the Stabilization Period (i.e., on or about the period between 9 October 2026 and 8 November 2026). The Option Shares represent approximately 3.2 percent of the Shares and votes prior to the Offering and approximately 2.6 percent of the Shares and votes after the Offering if the Selling Shareholders sell the maximum number of Sale Shares and the Company issues 15,783,059 New Shares and the Over-allotment Option is exercised in full. However, the number of Option Shares will not in any case represent more than 15 percent of the aggregate number of New Shares and Sale Shares.
The Stabilizing Manager and the Company are expected to agree on a share issue and share return arrangement related to stabilization and the Over-allotment Option in connection with the Offering. Pursuant to such arrangement, the Stabilizing Manager may subscribe for a number of new Shares equal to the maximum number of Option Shares (the “Additional Shares”) to cover any possible over-allotments in connection with the Offering. To the extent that the Stabilizing Manager subscribes for Additional Shares, it must return an equal number of Shares to the Company for redemption and cancellation by the Company. Unless the context indicates otherwise, the New Shares, the Sale Shares and the Additional Shares are together referred to herein as the “Offer Shares”.
Elo Mutual Pension Insurance Company, Ilmarinen Mutual Pension Insurance Company, certain funds managed by OP Fund Management Company Ltd, and Varma Mutual Pension Insurance Company (together, the “Cornerstone Investors”), have on 22 September 2026 each individually given subscription undertakings in relation to the Offering, under which the Cornerstone Investors have, each individually, committed to subscribe for Offer Shares at the Subscription Price amounting to approximately EUR 170 million, subject to certain customary conditions being fulfilled, including a condition that the maximum valuation of all Shares at the Subscription Price before any proceeds from the Share Issue does not exceed EUR 1,300 million. The Cornerstone Investors will be allocated the number of Offer Shares covered by the subscription undertaking according to the terms and conditions of the subscription undertaking. The Cornerstone Investors have given subscription undertakings as follows:
- Elo Mutual Pension Insurance Company, EUR 25 million;
- Ilmarinen Mutual Pension Insurance Company, EUR 45 million;
- certain funds managed by OP Fund Management Company Ltd, EUR 30 million; and
- Varma Mutual Pension Insurance Company, EUR 70 million.
The subscription undertakings of the Cornerstone Investors, totaling approximately EUR 170 million, represent approximately 61.7 percent of the Offer Shares if the Over-allotment Option is not exercised (approximately 53.7 percent if the Over-allotment Option is exercised in full), and assuming that the Selling Shareholders sell the maximum amount of Sale Shares and that the Company issues 15,783,059 New Shares.
The Company, the Principal Owner and the Sole Global Coordinator are expected to enter into a placing agreement (the “Placing Agreement”) on or about 8 October 2026. In the Placing Agreement, the Company will agree to issue New Shares and the Selling Shareholder will agree to sell Sale Shares to subscribers or purchasers procured by the Sole Global Coordinator and the Sole Global Coordinator will agree to procure subscribers or purchasers for the Offer Shares, provided certain conditions are fulfilled, or failing which, to purchase the New Shares and Sale Shares itself. The Selling Shareholders other than the Principal Owner are not parties to the Placing Agreement; rather, each of them has provided a sales undertaking to the Sole Global Coordinator relating to the Offering.
In connection with the Offering, the Company, the Principal Owner and the Selling Shareholders are expected to commit to a lock-up agreement during the period that will end for the Company 360 days from the Listing, for the Principal Owner 720 days from the Listing and for the other Selling Shareholders 180 days from the Listing. In addition, the members of the Board of Directors of the Company and the Leadership Team of Sensofusion have committed to a lock-up agreement with similar terms to that of the Company that will end on the date that falls 360 days from the Listing. The existing shareholders not listed above have committed, or are expected to commit, to a lock-up agreement with similar terms to that of the other Selling Shareholders that will end on the date that falls 180 days from the Listing.
Before the Offering, the Shares have not been subject to trading on a regulated market or multilateral trading facility. The Company intends to submit a listing application to Nasdaq Helsinki for the Shares to be listed on the regulated market of Nasdaq Helsinki. Trading in the Shares on the prelist of Nasdaq Helsinki is expected to commence on or about 9 October 2026, and on the regulated market of Nasdaq Helsinki on or about 13 October 2026.
The Finnish Financial Supervisory Authority has today, on 1 October 2026, approved the Finnish Prospectus. The Finnish Prospectus will be available on or about 1 October 2026 on the Company’s website at investors.sensofusion.com/en/ipo. The English language Offering Circular prepared on the basis of the Finnish Prospectus will be available on or about 1 October 2026 on the Company’s website at investors.sensofusion.com/en/ipo.
More information on the Offering is available on the Company’s website at investors.sensofusion.com/en/ipo.
Advisers
Danske Bank A/S, Finland Branch (”Danske Bank”) acts as the sole global coordinator and bookrunner for the Offering (the “Sole Global Coordinator”) and as the stabilizing manager (the “Stabilizing Manager”). Danske Bank acts as a subscription place in the Offering and in addition, the Company has appointed Nordnet Bank AB (“Nordnet”) to act as the subscription place in the Public Offering. Roschier, Attorneys Ltd. is acting as legal adviser to Sensofusion. White & Case LLP is acting as legal adviser to the Sole Global Coordinator. Miltton Ltd is acting as communications adviser to the Company.
Welcome to Sensofusion company presentation and virtual factory tour on October 1
Sensofusion will organize a company presentation and a virtual factory tour (in Finnish) on October 1 at 6 p.m. (EEST). The speakers will include Chair of the Board Timo Ahopelto, Founder-CEO Tuomas Rasila, CFO Maria Alahuhta, and CRO (Chief Research Officer) Mikko Hyppönen. Board Member Kjell Forsén will represent the Board in the Q&A session. The event can be followed via a live webcast. Participants will have an opportunity to ask questions after the presentation.
The event can be attended online https://sensofusion.videosync.fi/yhtioesittely/.
Materials and releases related to the listing, as well as a recording of the company presentation, are available on Sensofusion’s website at ipo.sensofusion.com.
Important Dates
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1 October 2026 |
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1 October 2026 |
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2 October 2026 at 10:00 a.m. EEST |
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6 October 2026 at 4:00 p.m. EEST |
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6 October 2026 at 4:00 p.m. EEST |
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8 October 2026 at 10:00 a.m. EEST |
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8 October 2026 |
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9 October 2026 |
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9 October 2026 |
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13 October 2026 |
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13 October 2026 |
Contact us
Maria Alahuhta, CFO
Email: maria.alahuhta@sensofusion.com
Sensofusion in brief
Sensofusion is a Finnish drone detection and counter-drone company that designs, develops and sells software-driven solutions with the aim of protecting humans from autonomous weapons. The Company operates through a full detect-and-defeat ecosystem comprising four stages: the detection of targets using various detection technologies; the integration of detection data into a single situational picture; the presentation of the situational picture to operators and autonomous systems; and the neutralization of threats using a range of methods.
Important information
This release is not being made in and copies of it may not be distributed or sent into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction in which the distribution or release would be unlawful.
The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States.
The issue, purchase or sale of securities in the Offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and the Sole Global Coordinator assume no responsibility in the event there is a violation by any person of such restrictions.
This release is not an offer to sell or a solicitation of any offer to buy any securities issued by the Company in any jurisdiction where such offer or sale would be unlawful. The distribution of this release may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This release is only addressed to and is only directed at persons who are outside the United Kingdom or persons who are qualified investors as defined in the Public Offers and Admission to Trading Regulations 2024 and are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “Relevant Persons”). Any investment activity to which this release relates will be only available to, and will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this release or any of its contents.
In any other Member State of the European Economic Area (the “EEA”), other than Finland, where Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”) is applicable, this release is only being distributed to and is only directed at persons in the EEA who are “qualified investors” within the meaning of article 2(e) of the Prospectus Regulation.
Any potential offering of the securities referred to in this release will be made by means of a prospectus. This release is not a prospectus as set out in the Prospectus Regulation. Investors should not subscribe for or purchase any securities referred to in this release except on the basis of information contained in the aforementioned prospectus.
The information contained in this release is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this release or its accuracy, fairness or completeness. The information in this release is subject to change.
This release is for information purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in any securities of the Company. The Sole Global Coordinator is acting exclusively for the Company and the selling shareholder and no one else in connection with the Offering. It will not regard any other person as its respective clients in relation to the Offering and will not be responsible to any other person for providing the protections afforded to its respective clients, nor for providing advice in relation to the Offering, the contents of this release or any transaction, arrangement or other matter referred to herein.
The contents of this release have been prepared by, and are the sole responsibility of, the Company. The Sole Global Coordinator or any of its respective directors, officers, employees, advisers or agents do not accept any responsibility or liability whatsoever for or make any representation or warranty, express or implied, as to the completeness, accuracy or truthfulness of the information in this release (or whether any information has been omitted from this release) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this release or its contents or otherwise arising in connection therewith.
Forward-looking statements
Matters discussed in this release may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these forward-looking statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. The Company does not guarantee that the assumptions underlying the forward-looking statements in this release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this release or any obligation to update or revise the statements in this release to reflect subsequent events or circumstances. Readers are advised to view the forward-looking statements contained in this release with caution. The forward-looking statements contained in this release are based on the views and assumptions of the Company’s management and the facts known by the Company’s management as at the date of the release and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or release publicly any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this release.
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 the 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 (the “Target Market Assessment”); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. 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 the Offering. 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 with respect to the shares and determining appropriate distribution channels.