Saga Pure — M&A Activity 2024

Nov 26, 2024

SAGA PURE ASA - acquisition of controlling stake in vallhall - notice of EGM

SAGA PURE ASA - acquisition of controlling stake in vallhall - notice of EGM

(Oslo, 25 November 2024) Saga Pure ASA (Saga: OSE:SAGA) today announces an

agreement with Tycoon Industrier AS ("Tycoon") to reinvest in companies owning

and operating Vallhall Arena, the largest indoor arena in Oslo, Norway.

Reference is made to the Oslo Stock Exchange announcement dated 19 October 2020

regarding the renewable strategy of the company, which included the subsequent

sale of Vallhall Arena associated companies. Following the divesture of all

renewable investments, the company has entered into an agreement with Tycoon

Industrier AS to reinvest in the Vallhall Arena assets through the purchase of

all shares and units held by Tycoon in the companies Valhall Fotballhall AS,

Vallhall Fotballhall Drift AS and Vallhall Fotballhall KS (together, "the Target

Companies"). The transaction comprises of approximately 60 % directly and

indirectly ownership in the target companies, as owned by Tycoon.

The purchase price is based on an enterprise value for 100% of the Target

Companies of NOK 110 million. Based on this enterprise value, a preliminary

purchase price of NOK 52 million has been calculated for the 60 % ownership, on

the basis of unaudited interim management accounts of the target companies as of

30 September 2024. The final purchase price will be subject to adjustments based

on the target companies' annual accounts for the financial year 2024.

Centrally located in Helsfyr, Oslo, Valhall Arena has a capacity of up to 15,000

people. The Valhall Arena generates income from multiple sources, including

rental fees for football activities, hosting various events, and revenue from

commercial properties and parking facilities associated with the arena. For

further information on the Vallhall Arena, please refer to the independent

expert statement described below and to be published on the Company's websites,

including the annual accounts of the Target Companies for 2023, 2022 and 2021.

Key financials Vallhall consolidated 100%::

Vallhall financials 2022 2023 2024 - (Budget)

Revenue** 22,8 MNOK 23,6 MNOK 24,1 MNOK

OPEX** 12,7 MNOK 12,5 MNOK 12,0 MNOK*

EBITDA 10,1 MNOK 11,1 MNOK 12,1 MNOK*

* Excluding budgeted one-off costs of 6,9 MNOK for renovation of the roof.

** Due to elimination of internal rent, consolidated revenue and consolidated

OPEX cannot be directly derived from the Target companies' annual accounts. This

does however not affect the EDITDA, which thus can be derived from the

aggregated financial statements. The same applies for the presented budgeted

figures for 2024.

As of end of third quarter 2024 - the target companies had a total interest

-bearing debt of NOK 25.5 million

Completion of the Vallhall agreement is subject to approval by an extraordinary

general meeting of the company, as further described below, and other customary

closing conditions.

Tycoon is controlled by Øystein Stray Spetalen, a member of the company's Board

of Directors, and the transaction must therefore be approved by a general

meeting of the company in accordance with the requirements of the Norwegian

Public Limited Liability Companies Act section 3-10 - 3-19.

In order to obtain approval from the company's general meeting, the company's

Board of Directors has decided to call for a general meeting to be held on 18

December 2024. The notice for the general meeting is attached hereto. As

supporting documentation for the general meeting, the company's auditor, Ernst &

Young AS, has prepared an independent expert statement pursuant to the Norwegian

Public Limited Liability Companies Act section 3-14 (with the annual accounts of

the Target Companies for 2023, 2022 and 2021 enclosed) and the company's Board

of Directors has prepared a statement pursuant to the Norwegian Public Limited

Liability Companies Act section 3-14. These documents will be made available at

the websites of the company.

Closing of the Vallhall agreement is expected in early January 2025.

ENDS

For additional information, please contact:

Espen Lundaas, CEO, +47 924 31 417

Tore Jakob Berg, CFO, +47 934 80 202

About Saga Pure | www.sagapure.com

Saga Pure ASA is an investment company with a broad investment mandate.

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation and is subject to the disclosure requirements pursuant

to section 5-12 of the Norwegian Securities Trading Act. This stock exchange

announcement was published by Tore Jakob Berg, CFO, Saga Pure ASA, on 26

November 2024 at 07:30 CET.