Saga Pure ASA: Saga Pure: Acquisition of Eilert Sundtsgate 39 AS with consideration in new shares

Saga Pure ASA (SAGA) (the "Company") has today, after close of trade, resolved a private placement (the "Private Placement") of 100,000,000 new shares (the "New Shares"), each at a par value of NOK 0.01 and at a subscription price of NOK 1.35 (the "Subscription Price").

The Private Placement was resolved by the Company's board of directors (the "Board") pursuant to an authorization from the general meeting. Ferncliff Property AS has subscribed to and been allocated all the New Shares, against the transfer of all shares in Eilert Sundtsgate 39 AS, and indirectly the property Eilert Sundts gate 39, all shares in the operator Saga Hotel Oslo AS, and a claim against Eilert Sundtsgate 39 AS,  as payment in kind settlement, cf. the Norwegian Public Limited Liability Companies Act (the "NPLCA") Sections 10-2, cf. 2-6.  

The acquisition of Eilert Sundtsgate 39 AS, including the property and Saga Hotel Oslo AS, aligns with the Company's profile and strategic priorities. The transaction will complement and strengthen the Company's current property portfolio on favorable terms and provide exposure to an attractive commercial property and hotel with long-term growth potential.

In connection with the acquisition, the Company has conducted a customary due diligence in relation to Eilert Sundtsgate 39 AS, and Ernst & Young AS has prepared an independent statement for the contribution in kind, cf. the NPLCA Section 2-6.

The New Shares will be settled once the share capital increase pertaining to the Private Placement has been registered in the Norwegian Register of Business Enterprises, expected on or about 4 December 2025,and whereof  all the New Shares will be delivered on a separate, temporary ISIN pending approval of a prospectus by Finanstilsynet (the Financial Supervisory Authority of Norway) and will not be listed or tradable until the prospectus has been published.

The Company's share capital, following settlement of the Private Placement, will be NOK 6,748,784.23 divided into 674,878,423 shares, each at a par value of NOK 0.01.

The Private Placement represents no deviation from the shareholders' pre-emptive right to subscribe for the New Shares, as the Private Placement is settled as payment in kind, cf. the NPLCA Section 10-4 (1), and no subsequent offering will thus be completed.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act. This stock exchange notice was published by Tore Jakob Berg, on the date and time as set out in the release.

For further information, please contact: Henrik A. Christensen, chairperson, +47 909 67 683

This information is subject to the disclosure requirements under the EU Market Abuse Regulation art. 19 and Section 5-12 of the Norwegian Securities Trading Act.

Forward-looking statements: This announcement includes forward-looking statements relating to Eilert Sundtsgate 39 AS, Saga Hotel Oslo AS, the Private Placement, the New Shares, the use of proceeds therefrom and other non-historical statements. These forward-looking statements are subject to numerous risks, uncertainties and assumptions, and changes in market conditions. Forward-looking statements reflect knowledge and information available at the date they are made and speak only as of that date. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise. Readers are cautioned not to place undue reliance on such forward-looking statements.