Sensofusion Plc's offering was oversubscribed and the listing will be completed as planned
Sensofusion Plc Stock exchange release 8 October 2026 at 13:30 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’s offering was oversubscribed and the listing will be completed as planned
The Board of Directors of Sensofusion Plc (“Sensofusion” or the “Company”) has today on 8 October 2026 resolved on the completion of the Offering (as defined below). The subscription price for the Offer Shares (as defined below) was EUR 16.41 per Offer Share in the Public Offering (as defined below) and the Institutional Offering (as defined below).
The Company’s market capitalization is approximately EUR 1.6 billion immediately following the Offering, and the Company will receive gross proceeds of approximately EUR 300 million, assuming in both instances that the Over-allotment Option (as defined below) will be exercised in full.
Demand in the Offering was strong from both Finnish and international investors, and the Public Offering and Institutional Offering were multiple times oversubscribed. The number of shareholders in Sensofusion will increase to more than 21,800 after the Offering. Trading in Sensofusion’s shares (the “Shares”) is expected to commence on the prelist of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) on or about 9 October 2026 and on the regulated market of Nasdaq Helsinki on or about 13 October 2026 (the “Listing”).
Tuomas Rasila, CEO comments:
“I am grateful for the strong backing our company has received from such a large group of investors. Starting next week, we will begin working with our customers to roll out our extensive investment programme, with the aim of strengthening their capabilities as quickly as possible.”
Information on the Offering
In the Offering, Sensofusion will issue 15,783,059 new Shares (the “New Shares”) (the “Share Issue”), corresponding to approximately 16.6 percent of the total number of outstanding Shares after the Offering if the Over-allotment Option will not be exercised. If the Over-allotment Option is exercised in full, the number of new Shares issued will be 18,300,800, corresponding to approximately 18.8 percent of the total number of outstanding Shares after the Offering. In addition, Haave Oy (the “Principal Owner”) and certain other existing shareholders in the Company (the “Other Selling Shareholders” and together with the Principal Owner, the “Selling Shareholders”) will sell 1,001,885 existing Shares in the Company (the “Sale Shares”) (the “Share Sale”, and together with the Share Issue, the “Offering”). The New Shares, the Sale Shares and the Additional Shares (as defined below) are together referred to herein as the “Offer Shares”.
In the Offering, 1,096,892 New Shares will be allocated to private individuals and entities in Finland (the “Public Offering”) and 18,205,793 Offer Shares will be allocated 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 under the U.S. Securities Act of 1933 (as amended), pursuant to exemptions from the registration requirements of the U.S. Securities Act (the “Institutional Offering”). The commitments given in the Public Offering will be accepted in full for up to 31 New Shares and approximately 10.9 percent of the subscription commitments exceeding this amount.
Sensofusion will receive gross proceeds of approximately EUR 300 million from the Share Issue, assuming that the Over-allotment Option will be exercised in full (approximately EUR 259 million assuming that the Over-allotment Option will not be exercised), and the Selling Shareholders will receive gross proceeds of approximately EUR 16 million from the Share Sale. The total number of outstanding Shares in Sensofusion will increase to 97 512 900 Shares (including the Option Shares (as defined below)) after the New Shares offered in the Share Issue are registered in the Trade Register maintained by the Finnish Patent and Registration Office on or about 8 October 2026.
The New Shares allocated in the Public Offering will be recorded in the book-entry accounts of investors who have made an approved commitment on or about 9 October 2026. In the Institutional Offering, the allocated Offer Shares will be ready to be delivered against payment on or about 13 October 2026 through Euroclear Nordics Oy.
Confirmations regarding the approval of the commitments and the allocation of New Shares will be sent to investors who have submitted their commitments in the Public Offering and been allocated New Shares as soon as possible and at the latest on or about 23 October 2026. Nordnet Bank AB’s (“Nordnet”) own customers who have made their subscription through Nordnet will see their commitments as well as the New Shares allocated to them on the transaction page of Nordnet’s online service. The excess amount paid in connection with the commitment will be refunded to the party that made the commitment to the Finnish bank account identified in the commitment on or about the fifth (5th) business day after the completion decision, on or about 15 October 2026. To Nordnet’s own customers who gave their commitments, the amount to be refunded will be paid to a Nordnet cash account. If an investor’s bank account is in a different bank than the place of subscription, the refund will be paid to a bank account in accordance with the payment schedule of the financial institutions, approximately no later than two (2) business days thereafter.
Trading of the Shares on the prelist of Nasdaq Helsinki is expected to commence on or about 9 October 2026, and on the regulated market maintained by Nasdaq Helsinki on or about 13 October 2026. The trading code of the Shares will be “SENSO” and the ISIN code will be FI4000609672.
The Company has granted the Sole Global Coordinator, acting as Stabilizing Manager (as defined below), an over-allotment option to subscribe 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 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 assuming that the Over-allotment Option will be exercised in full.
The Stabilizing Manager and the Company have agreed on a share issue and share return arrangement related to stabilization in connection with the Offering. Pursuant to such arrangement, the Stabilizing Manager may subscribe for new Shares in an amount that equals to the maximum number of Option Shares (“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.
The Stabilizing Manager may, but is not obligated to, engage in measures during the Stabilization Period that stabilize, maintain or otherwise affect the price of the Shares. Any stabilization measures will be conducted in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (as amended, the “Market Abuse Regulation”) and Commission Delegated Regulation (EU) 2016/1052 supplementing the Market Abuse Regulation with regard to regulatory technical standards for the conditions applicable to buy back programs and stabilization measures.
In connection with the Offering, the Company has committed to a lock-up agreement during the period that will end 360 days from the Listing. The members of the Board of Directors of the Company and the management team of the Company have committed, with certain customary exceptions, 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 Principal Owner and the Other Selling Shareholders have agreed, with certain customary exceptions, to comply with a lock-up agreement with similar terms to that of the Company that will end for the Principal Owner on the date that falls 720 days from the Listing and for the Other Selling Shareholders on the date that falls 180 days from the Listing. The members of the personnel who participated in the Company's employee share issue carried out prior to the Listing 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.
Danske Bank A/S, Finland Branch acts as the sole global coordinator and bookrunner for the Offering (the “Sole Global Coordinator”) and as the stabilizing manager (the “Stabilizing Manager”). In addition, the Company has appointed Nordnet to act as the subscription place in the Public Offering. Roschier, Attorneys Ltd. is acting as legal adviser to the Company. White & Case LLP is acting as legal adviser to the Sole Global Coordinator. Miltton Ltd. is acting as communications adviser to the Company.
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 is being 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 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.