NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN
WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Reference is made to the mandatory offer by Saga Pure ASA ("Saga Pure" or the
"Offeror") to acquire all outstanding shares ("Shares") in S.D. Standard ETC Plc
("SDSD" or the "Company") not already owned by the Offeror, at an offer price of
NOK 1.90 per share pursuant to the offer document (the "Offer Document") dated 4
April 2025 (the "Offer"). This action was taken in accordance with the Cypriot
Take-Over-Bid Law section 13 as the Offeror and Ferncliff Listed DAI AS (as
persons acting in concert, pursuant to the Cypriot Take-Over Bid Law) exceeded a
holding of more than 30% of the Shares and voting rights in SDSD, and Saga Pure
was therefore obliged to make the Offer.
The offer period in the Offer (the "Offer Period") expired at 16:30 (CEST) on 5
May 2025.
At the expiry of the Offer Period, the Offeror had received acceptances of the
Offer amounting to 231,448,240 Shares, which taken together with the 75,125,280
Shares held by the Offeror held at commencement of the Offer Period equals
306,573,520 Shares, representing approximately 58.5% of the issued share capital
and voting rights in the Company. The Offeror together with Ferncliff Listed DAI
AS, which held 155,918,109 Shares at the commencement of the Offer Period, is
expected to hold a joint total of 462,491,629 Shares, representing approximately
88.2% of the issued share capital and voting rights in the Company, upon
completion of the Offer. For information on acceptances received on 5 May 2025,
please see information below.
Please note that the calculation of the number of Shares tendered in the Offer
is preliminary and is subject to change until the VPS accounts of the SDSD
shareholders having accepted the Offer, are debited and such Shares having been
transferred to a settlement account of DNB Markets, a part of DNB Bank ASA (the
"Receiving Agent"). Furthermore, the final result of the Offer is subject to
customary verification by the Receiving Agent. The final result of the Offer
will be announced once confirmed by the Receiving Agent.
Settlement of the Offer will be made pursuant to the terms of the Offer Document
and will take place no later than 19 May 2025, being fourteen (14) calendar days
after the date of expiry of the Offer Period. For further information on the
Offer, refer to the Offer Document which, subject to regulatory restrictions in
certain jurisdictions, is available at the website of Saga:
https://www.sagapure.com/investor-relations
Subject to regulatory restrictions in certain jurisdictions, the Offer Document
may also be obtained free of charge during ordinary business hours at the
offices of the receiving agent, DNB Bank ASA, Dronning Eufemias gate 30, 0191
Oslo, Norway.
MANDATORY NOTIFICATIONS OF TRADE
The Offeror is a close associate of the Company's Chairman Martin Nes and is
therefore required to disclose acceptances received under the Mandatory Offer on
an ongoing basis. Please see the attached notification of trading for
information on acceptances received by the Offeror on 5 May 2025.
Further, the following close associates of primary insiders accepted the Offer
on 5 May 2025:
o EL Investment AS, a company controlled by primary insider Espen Lundaas,
accepted the Offer for all 8,313,161 shares owned by EL Investment AS