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IR - Philly Shipyard ASA: Key information relating to payment of liquidation dividend and information about the liquidation balance sheet - Attachment: 0079 Philly Shipyard ASA (under liquidation) - Liquid

Company: Philly Shipyard Date: 2025-06-03 Language: English Register to download
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# **Liquidation balance sheet as of 30.04.2025 Philly Shipyard ASA (under liquidation)**

**Liquidation balance sheet**

**Org.no.: 991 851 526**

# **Liquidation balance sheet Philly Shipyard ASA (under liquidation)**

| Amounts in USD thousands<br>Assets             | 30.04.2025 |
|------------------------------------------------|------------|
| Non-current assets                             |            |
| Non-current financial assets                   |            |
| Escrow account                                 | 10 104     |
| Accrued interest receivable                    | 1 421      |
| Total non-current financial assets             | 11 524     |
|                                                |            |
| Total non-current assets                       | 11 524     |
| Current assets                                 |            |
|                                                |            |
| Bank deposits, cash and cash equivalents       |            |
| Bank deposits, cash and cash equivalents       | 12 242     |
| Total bank deposits, cash and cash equivalents | 12 242     |
|                                                |            |
| Total current assets                           | 12 242     |
|                                                |            |
| Total assets                                   | 23 767     |

## **Liquidation balance sheet Philly Shipyard ASA (under liquidation)**

| Equity and liabilities                 | 30.04.2025 |
|----------------------------------------|------------|
| Equity                                 |            |
| Paid in equity                         |            |
| Share capital                          | 22 664     |
| Treasury stock                         | (9 969)    |
| Total paid-up equity                   | 12 695     |
| Retained earnings                      |            |
| Other equity                           | 10 010     |
| Total retained earnings                | 10 010     |
| Total equity                           | 22 705     |
| Liabilities                            |            |
|                                        |            |
| Current liabilities                    |            |
| Trade payables                         | 26         |
| Other current liabilities and accruals | 1 035      |
| Total current liabilities              | 1 061      |
| Total liabilities                      | 1 061      |
| Total equity and liabilities           | 23 767     |

The board of Philly Shipyard ASA (under liquidation)

Kristian Monsen Røkke Chairman of the board

Jan Petter Hagen Member of the board

Elin Karfjell Member of the board

Susan Hayman Member of the board

#### **General information**

Philly Shipyard ASA ('the Company") is a limited liability company incorporated in Norway. The Company sold its sole operating asset Philly Shipyard, Inc. in December 2024 and is now under liquidation.

The schedule of financial position at dissolution has been prepared in accordance with the Norwegian Public Limited Liability Companies Act § 16-10.

#### **Liquidation settlement**

Following the sale of Philly Shipyard Inc. (the "Transaction"), the board proposed a dividend payment on 29 January 2025 of USD 6.08 per share to the shareholders of record as of 21 February 2025 as well as to liquidate the Company. An extraordinary general meeting (EGM) was held on 19 February 2025 during which the proposed dividend and liquidation of the Company were approved.

As part of the Transaction, the Company is obligated to maintain USD 10 million of the sale proceeds in an escrow account (the "Escrow Account") as security for certain contingent liabilities of the Company under the share purchase agreement ("SPA") for the Transaction for a period of up to four years following closing of the Transaction (the "Escrow Period"). The board has proposed that the final liquidation of the Company be deferred until the Escrow Period expires. This will allow for management of the Escrow Account and any associated administration and required reporting. Communication and future payments to the shareholders will also be facilitated.

No later than after expiry of the Escrow Period, the Company will be dissolved and the remaining net cash balance will be distributed to the shareholders. The board propose to distribute USD [10.4] million which consist of bank deposits now and any remaining cash in the Escrow Account, plus accrued interest receivable and any remaining bank deposits not used to cover liquidation expenses, upon final liquidation and dissolution of the Company.

| Balance<br>items                                       | 30.04.2025        |
|--------------------------------------------------------|-------------------|
| Cash<br>and<br>bank<br>deposits:                       | 12<br>242<br>482  |
| Escrow<br>account:                                     | 10<br>103<br>538  |
| Accrued<br>liquidation<br>expenses<br>and<br>payables: | (1<br>061<br>491) |
| Accrued<br>interest<br>receivable:                     | 1<br>420<br>570   |
| Net<br>Cash<br>and<br>bank<br>deposits:                | 22<br>705<br>099  |
| Share<br>capital                                       | 22<br>663<br>694  |
| Treasury<br>stock                                      | (9<br>969<br>000) |
| Other<br>equity                                        | 10<br>010<br>405  |
| Total<br>equity                                        | 22<br>705<br>099  |

Net cash and bank deposits are equal to the equity at the time of liquidation.

#### **Note 1**

Amounts in USD thousands

|                               | Share<br>capital | Treasury<br>shares | Share<br>premium | Other<br>equity | Total<br>equity<br>capital |
|-------------------------------|------------------|--------------------|------------------|-----------------|----------------------------|
| Pr.<br>31.12.2024             | 22<br>664        | (9<br>969)         | 22<br>511        | 61<br>145       | 96<br>351                  |
| Result<br>of<br>the<br>period | -                | -                  | -                | (370)           | (370)                      |
| Dividend<br>payment           | -                | -                  | (22<br>511)      | (50<br>765)     | (73<br>276)                |
| Pr<br>30.04.2025              | 22<br>664        | (9<br>969)         | -                | 10<br>010       | 22<br>705                  |

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To the General Meeting of Philly Shipyard ASA (under liquidation)

## Independent Auditor's Report

#### **Opinion**

We have audited the List of Philly Shipyard ASA (under liquidation)'s assets, rights and obligations and the Liquidation Balance Sheet as of 30 April 2025 prepared with a view to liquidate the company.

In our opinion, the List of assets, rights and obligations and the Liquidation Balance Sheet as of 30 April 2025 for the Company is prepared in all material respects in accordance with the requirements of the Norwegian Public Limited Liability Companies Act with adjustments as explained in the notes to the liquidation balance sheet.

#### **Basis for Opinion**

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the *Auditor's Responsibilities for the Audit of the List and the Balance Sheet* section of our report. We are independent of the Company as required by relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

#### **Responsibilities of the Board of Directors for the List and the Balance Sheet**

The Board of Directors is responsible for the preparation of the List of assets, rights and obligations and the Liquidation Balance Sheet in accordance with the requirements of the Norwegian Public Limited Liability Companies Act and for such internal control as the Board of Directors determine is necessary to enable the preparation of a List and a Balance Sheet that are free from material misstatement, whether due to fraud or error.

#### **Auditor's Responsibilities for the Audit of the List and the Balance Sheet**

Our objectives are to obtain reasonable assurance about whether the List and the Liquidation Balance Sheet as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs, will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this List and Liquidation Balance Sheet.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• identify and assess the risks of material misstatement of the List and the Liquidation Balance Sheet, whether due to fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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- obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
- evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Board of Directors.
- evaluate the overall presentation, structure and content of the List and the Liquidation Balance Sheet, including the disclosures, and whether the List and the Liquidation Balance Sheet represent fairly the underlying transactions and events.

We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Oslo, 3 June 2025 **PricewaterhouseCoopers AS**

Anne Kristin Huuse State Authorised Public Accountant

(this document is electronically signed)

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## Revisjonsberetning - avviklingsbalanse

### **Signers: Name Method Date** Huuse, Anne Kristin BANKID 2025-06-03 19:16

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