Annual Report 2021 Saga Pure ASA
2
2021 Annual Report
CEO LETTER .................................................................................................................................................................................................................................................................... 3
BOARD OF DIRECTORS’ REPORT ............................................................................................................................................................................................................................ 5
CORPORATE GOVERNANCE ...................................................................................................................................................................................................................................... 8
CONSOLIDAED STATEMENT OF COMPREHENSIVE INCOME .................................................................................................................................................................. 15
CONSOLIDATED STATEMENT OF FINANCIAL POSITION .......................................................................................................................................................................... 16
CONSOLIDATED CASH FLOW STATEMENT..................................................................................................................................................................................................... 18
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ............................................................................................................................................................................ 19
NOTES TO CONSOLIDATED FINANCIAL STATEMENT ................................................................................................................................................................................ 20
RESPONSIBILITY STATEMENT ............................................................................................................................................................................................................................. 42
PARENT COMPANY INCOME STATEMENT ...................................................................................................................................................................................................... 44
PARENT COMPANY STATEMENT OF FINANCIAL POSITION .................................................................................................................................................................... 45
PARENT COMPANY CASH FLOW STATEMENT .............................................................................................................................................................................................. 46
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENT ................................................................................................................................................................ 47
AUDITOR’S REPORT .................................................................................................................................................................................................................................................. 56
Contents
Annual Report 2021 Saga Pure ASA
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Black swans on a string
Much can be said about the year that we have now laid behind us, but
if I’m to sum it up in one word it’s “turbulence”.
Navigating 2021 as an investor, especially one focusing on green
technologies, has been like sailing through a rocky strait in stormy
weather with alluring sirens calling from all directions. There has
certainly not been a lack of green solutions to invest in, each backed
up by skillfully made investor presentations, one shinier than the
other. The safest and quickest way to lose our money would have
been to spread them evenly on all 150 companies that came our way.
We set our course late 2020, when we saw where the market was
headed, and have stuck with the course during 2021, maintaining an
extremely conservative investment approach, spending more time
working actively with the investments we made, instead of chasing
the next shiny object. This took a healthy portion of discipline. Now,
knowing how it all went, we’re happy we stayed the course.
Saga Pure has evolved over the year, and grown from a start-up
company with only a few employees to a young, green investment
company with a team of highly skilled and extremely motivated
individuals. It has been a privilege and lots of fun to work with the
growing team; with vastly different backgrounds and personalities,
there are no guarantees for harmony, certainly not peak
performance – but we have managed to achieve just that.
It’s impossible to look back at 2021 without a few words about the
Covid-19 pandemic. It lasted longer than everyone expected, and
although it took its toll both in number of lives and shaking up the
economy, throughout the year the world started to see the light at
the end of the tunnel as vaccines were produced in record numbers,
along with the virus mutating into less harmful variants.
If Covid-19 is the biggest black swan we have seen since the last
world war, the change it brought to environmental consciousness
and momentum left many, including myself, to ponder if it was a big,
fat green swan in disguise. But swans are fickle. Although they are
beautiful as far as birds are concerned, and move gracefully around
on the water, they have a temperament which is extremely difficult
to predict, and certainly unpleasant to be exposed to.
The green boom and bust we have seen over the last two years has
many similarities to what happened in the IT sector 20 years ago.
Although the IT sector went through a bubble, it didn’t mean that IT
was a bad idea. It’s exactly the same way with green technologies,
and while IT was more of a nice-to-have, green solutions are a need-
to-have. With the capital being directed into this area now, we are
confident that we’ll see the recovery for this sector earlier and
stronger than what we saw for IT.
On the policy side of things, we saw many important steps being
made over the course of 2021. Early in the year, EU launched “Fit for
55”; EU’s latest ambition with regards to emission reductions, going
for 55% reduction by 2040 instead of the earlier stated goal of 40%.
The IPCC also released their sixth assessment report, stating that we
might surpass 1.5°C already before 2030, one decade earlier than
predicted in 2018, and to make the message crystal clear, the UN
Secretary-General António Guterres summed up the findings as “a
code red for humanity”.
The climate disaster we are steadily headed straight towards with
eyes wide open reminds me of the following quote from the historian
and philosopher Thomas Carlyle:
“By nature man hates change;
seldom will he quit his old home
till it has actually fallen around his ears.”
The movie “Don’t Look Up” released toward the end of 2021
illustrates the above in its fullest, darkest extent. Let’s more than just
hope that the world will prove both Carlyle and the disaster movies
wrong.
With the world gradually returning to a new normal over the course
of 2021, we have seen emissions rise again. While the pandemic
certainly accelerated the development towards renewable energy,
transformation of our energy systems takes time. The inherent
inertia of a vast and complex system built-up over centuries makes
change more difficult than if we were just building the energy system
from scratch. However, with an increasing number of low and zero
emission ways of traveling manufacturing our necessities, it’s more
about having the right incentives to make the change happen rather
sooner than later – to ensure progress along with a thriving nature
and a healthy environment.
One of the tools which is helping nudge the world in the right
direction is the EU emission trading system (EU ETS), where a cap is
set on CO2-emissions, and allowances issued to various industries,
and an opening for trading of those CO2 allowances. Until recently
the CO2-prices have been too low for this to have a meaningful effect.
During 2021 however, we saw the CO2-prices increase significantly,
reaching levels where the system truly has an effect. In making all
fossil economic activities more expensive, that also meant making
our still heavily fossil-dependent electricity more expensive.
CEO LETTER
Annual Report 2021 Saga Pure ASA
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Combined with a less windy summer, and natural gas prices rising to
previous unseen levels for a number of reasons, electricity prices
rose to a level not seen for several decades. We know this transition
will cost, but we didn’t plan for all the buttons to be pushed
simultaneously. Policies to combat climate change that actually work,
should shake things up a little.
It’s a known fact that it’s difficult to do many things simultaneously
and succeed with all of them. And with the experience the world
went through in 2021, dust has been blown off nuclear energy, which
is getting renewed attention both for reaching net zero without
economies being solely dependent on the weather, but also as a
means of energy security.
What so far seems to become the pitch-black swan of 2022 is
Russia’s invasion of Ukraine. Over the course of February, Russian
troops were gathering in increasing numbers along the borders of
Ukraine, and as the month drew to a close, invaded the entire
country. While triggering condemnation and economic sanctions
from all around the world, it also super-charged Europe’s move
toward renewable energy and energy self-sufficiency. As the war
eventually comes to a conclusion, the accelerated move towards
renewables will likely remain.
Added to that the continued effects of the pandemic as well as
inflation, which is happening globally, and with other black swans
certainly lurking around the corner, it seems that turbulence will
continue to be the name of the game as the new year unfolds.
From the perspective of Saga Pure, we have over the course of the
first full year of operation managed to build a team of world-class
industry competence, succeeded with a number of our investments,
and are financially more robust than ever – a good place to be for an
investment company.
Knowing very well that past successes are no guarantees for future
ones, we’re constantly looking for ways not only to ensure pure
growth, but also to sustain it.
Bjørn Simonsen
CEO
Annual Report 2021 Saga Pure ASA
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2021 HIGHLIGHTS
After the initiation of the new investment strategy in late
2020, 2021 was the year for full implementation of the
strategy. Main focus, for the year has been recruitment of
industry specialist in order to build a team with
complementary proficiencies within the relevant segments,
and thereby source and evaluate potential investment-
opportunities. There-next, the focus has been to utilise the
team, both for evaluation of potential investments, and for
actively supporting the investments in their business
development.
The Group’s 2021 highlights include:
• Completing the last of six private placements, and
three subsequent offerings. Gross cash
consideration of NOK 149 million.
• Disposed of the remaining investment in Everfuel
A/S with a 2021 gain of NOK 39.6 million, in
addition to the fair value adjustment of NOK 185.4
million on the shares in 2020.
• Invested NOK 35 million in a private placement in
Horisont Energi AS at NOK 19 per share. The
Group also holds a board position in the company
• The recruitment of an investment team with
extensive experience and knowledge of the
sustainability-segment
• Invested NOK 45 million in the associated
company Bergen Carbon Solutions, in addition to
the NOK 30 million initial investment
• Disposal of shares in Bergen Carbon Solutions for
a total consideration of NOK 147.6 million
resulting in a Group gain of NOK 133.5 million. Net
ownership in Bergen Carbon Solutions has
nevertheless increased during the year.
• Investing NOK 30 million for 32.6 % ownership in
IC Technology AS and assumed a board position in
the company. Saga has an option to invest a
further NOK 30 million in the company.
• Investing NOK 85 million in Heimdall Power AS
and assumed a board position in the company.
• Acquired 28.67 % of the shares in Hyon AS.
A LOOK BACK ON 2021
The team have analysed several hundred prospect
investments, of which only a handful met the Groups
requirements and resulted in investments. The Group has no
rush to allocate its available capital and will continue to seek
high quality projects that meets the Groups demanding
criteria’s. This strategy has served the company well in 2021,
a year where the investments have significantly
outperformed the development in the total market segment.
During the year, the team has increased its activities within
supporting its investments, through board positions and/or
through an advisor role. It is expected that these activities
will increase going forward, as investments move from the
initial entry phase to the development phase. The Group will
utilise its different industry expertise, as well as its extensive
capital market knowledge in order to develop the business of
the investment objects.
THE NEW STRATEGY
As stated and described in the 2020 Annual report, the
Group implemented a new strategy end of 2020. 2021 was
the year to fully implement the new direction with becoming
an investment Group within the sustainable sector.
The Group is now purely invested within this sector, and will
going forward continue to consider to build up in-house
expertise for additional sub-sectors within in the
sustainability-space, in order to broaden its horizon within
the strategy.
FINANCIAL RESULTS 2021
(GROUP)
The Group reports a profit before tax for 2021 of MNOK
233.7 (2020: MNOK 156.0), and a total comprehensive
income for 2021 of MNOK 233.7 (2020: MNOK 179.0).
The major items of the Group’s total comprehensive income
consist of net gain on financial investments of MNOK 136.2,
and profit from associates of MNOK 124.5. The gain on
financial investments is a result of a positive development of
the value of the long-term investments during the year. The
profit from associates is substantially gain on disposal of part
of the investment in Bergen Carbon Solution.
The Group had a gross income for 2021 of MNOK 136.9
(2020: MNOK 174.5).
Total operating expenses for 2021 were MNOK 29.8 (2020:
MNOK 19.3).
Net operating profit for 2021 was MNOK 231.6 (2020: MNOK
155.1).
Operating profit before interest, taxes, depreciation, and
amortization (EBITDA) for 2021 was MNOK 231.6 (2020:
BOARD OF DIRECTORS’ REPORT
Annual Report 2021 Saga Pure ASA
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MNOK 155.1). The EBITDA can be derived as described
directly and unadjusted from the statement of income. Net
financial items for 2021 were NOK 2.1 million (2020: MNOK
0.8).
Basic Earnings per share for 2021 were NOK 0.49 (2020:
NOK 0.63), based on the net profit to shareholders of MNOK
233.7 (2020: MNOK 177.0).
Diluted Earnings per share for 2021 were NOK 0.47 (2020:
NOK 0.62).
As of year-end, the Company had 9,520 shareholders and
478,878,423 shares outstanding. The average number of
shares outstanding throughout the year was 477,232,424.
The Company’s 20 largest shareholders controlled about
61.96 % of the total number of shares outstanding at year-
end.
LIQUIDITY AND CASH FLOW
The cash balance as of 31 December 2021 was MNOK 778.1,
(2020: MNOK 391.1 excluding MNOK 85 in restricted cash
which was released in January 2021). The change in cash
over the year was MNOK +387.0 (2020: MNOK +303.4). Of
the change in cash in 2021, MNOK +236.0 was from share
issuance, while MNOK +269.8 was from the net investment
and MNOK -47.9 as a result of dividends distributed.
FINANCIAL POSITION
As of 31 December 2021, the Group’s total assets amounted
to MNOK 1,118.6 (2020: MNOK 783.0). Total equity to
shareholders of parent company was MNOK 1,107.9 (2020:
MNOK 772.4).
It is the opinion of the Board of Directors that the Group is in
a sound financial position with an equity ratio of about 99.0
% (2020: 98.6 %).
Please see further information described under the Going
Concern section.
RISK FACTORS
The Group is exposed to various risk factors, and the most
significant risk factors are considered to be related to market
risk, legal risk, credit risk and liquidity risk.
Market risk
The Group's investments in shares and other financial
instruments expose the Group to market risk in terms of
equity price risk, whereby changes in the market prices of
the financial instruments that the Group has invested in will
impact net income or the value of the financial instruments.
The Group moderates this risk through careful selection of
securities for investments.
Legal risk
The Group is exposed to legal risk within what would be
expected for a listed company. This will include, but not
limited to, regulatory, compliance and contractual risk. The
Group is not aware of any anomalies within this area.
Credit risk
The Group is exposed to credit risk, inherent in the risk that
the counterparty will be unable to pay outstanding amounts
in full when due. The Group has normally insignificant
amounts of outstanding receivables. However, this risk is
also applicable to bank deposits. The risk is limited through
the use of financial institutions with solid credit ratings for
bank deposits and settlement of transactions.
Credit risk associated with investments is considered to be
limited since investments are mainly made in liquid
securities with a good creditworthiness.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to
fulfill its financial obligations as they fall due. The Group
continuously monitors the liquidity requirements in order to
ensure sufficient cash for meeting the operational needs.
Saga Pure manages these risk factors through internal
reporting and control procedures as well as consulting with
external advisors. The Group’s risk factors are described
more detailed in note 16.
HEALTH, SAFETY AND
ENVIRONMENT (HSE)
A good and safe working environment has been given a high
priority in Saga Pure. The Group’s goal is to ensure that it
operates in such a way that no detrimental effects are made
on either people or the environment in which we operate.
The Group’s objective is to ensure safe and secure
operations. The business operates in compliance with
national and international requirements and regulations.
There have been no work-related accidents resulting in sick
leave during 2021.
Saga Pure aims to have a workplace free from discrimination
on the basis of gender, sex and race in matters of salary,
promotion and recruitment. At year end the Group had seven
employees, of which two were part time employees. The
Group had no registered sick leave during the year.
The Group is through associates involved in research or
development projects. However, no such costs have been
recognized during 2021 in the parent company.
CORPORATE SOCIAL
RESPONSIBILITY
The Group has no formalized guidelines regarding corporate
responsibility. However, The Group is constantly focused on
conducting its business through a sound Code of Ethics.
COVID-19
The Covid 19 pandemic has not had any significant impact
for the Groups operations through the year. The pandemic
has although had an indirect effect through increased
volatility in the financial markets.
Annual Report 2021 Saga Pure ASA
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FINANCIAL RESULTS OF PARENT
COMPANY
Saga Pure ASA (the Parent Company) reports a
net profit for 2021 of MNOK 355.5 (2020: net profit MNOK
25.7).
Gross revenues for 2021 were MNOK 389.3
(2020 MNOK 38.1).
Total operating expenses for 2021 were MNOK 35.9 (2020:
MNOK 13.2).
Operating profit before interest, taxes, depreciation, and
amortization (EBITDA) for 2021 was MNOK 353.4 (2020:
MNOK 24.9).
Net financial items for 2021 were MNOK 2.1 (2020: MNOK
0.8).
The Board of Directors proposes that the net profit for 2021
of MNOK 355.5. is attributed to accumulated losses.
SUBSEQUENT EVENTS
9 January, the Board of directors granted 3,000,000 share
options to an employee. The vesting period for the options
range from 6 months to 24 months. 1,500,000 of these
options has later been cancelled, while 1,500,000 has been
prematurely fully vested – as the recipient was needed for a
key-position in Hyon AS. The Board of directors also
amended strike and vesting period for 9,000,000 options
previously granted.
9 February, the associated company Bergen Carbon Solution
(BCS) successfully completed a private placement of
4,629,629 shares at a share price of NOK 54.00. Saga was
allocated 462,962 shares, bringing its total ownership to
9,416,962 shares corresponding to 22.44 %, pending
subsequent offerings in BCS.
14 February, the associated company Hyon AS was listed on
Euronext Growth.
Based on the financial performance of second half of 2021,
the Board of Directors passed a resolution on the 15
February to distribute dividend of NOK 0.10 per share, total
NOK 47.9 million. The resolution was based on the Board of
Directors authorization to resolute dividend as granted by
the Annual General Meeting and will be distributed to the
shareholders without unnecessary delay. Total dividends
over the last 12 months are thereby NOK 0.20 per share.
Towards the end of February, the Ukraine-conflict escalated
into a full-scale armed conflict. The Group have no direct
exposure towards Russia and or Ukraine. However, the
conflict and the related sanctions, will affect the financial
markets in which the Group operates.
References are made to note 21 – Subsequent events for
further information.
INVESTMENT IN SHARES
The non-current financial investment with fair value of NOK
218,3 million and current financial investment with fair
value of 36,9 million, are made within the renewable space,
in adherence to the Group strategy.
GOING CONCERN AND DIVIDEND
The Group is currently in a sound position with a net book
equity ratio of 99,0 % and surplus liquidity available.
The Board of Directors and the management has substantial
experience and competence within the renewable and
sustainability segment, as well as proficiency within general
business and financial tasks such as M&A, transactions,
business development, and IPOs.
It is expected that the shareholders will receive return on
more attractive terms if proceeds are managed by the Group.
Hence, no suggestions on dividend are currently made by the
Board of Directors.
The consolidated financial statements have been prepared in
accordance with International Financial Reporting Standards
as adopted by EU, while the financial statements for the
parent company have been prepared in accordance with the
Norwegian Generally Accepted Accounting Principles
(NGAAP). The Board of Directors confirms that these annual
accounts are based on the going concern assumptions.
Oslo, 21 April 2022
The Board of Directors
Øystein Stray Spetalen
Board Member
Martin Nes
Chairman
Yvonne Litsheim Sandvold
Board Member
Christine Spiten
Board Member
Bjørn Simonsen
CEO
Annual Report 2021 Saga Pure ASA
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1. Implementation and reporting on corporate governance
1.1. The board of directors (the "Board") must ensure that the Company implements sound corporate governance.
1.2. The Board must provide a report on the Company's corporate governance in the director's report or in a document that is
referred to in the directors' report. The report on the Company's corporate governance must cover every section of the
Code of Practice.
1.3. If the Company does not fully comply with the Code of Practice, the Company must provide an explanation of the reason
for the deviation and what solution it has selected.
Saga Pure ASA ("Saga Pure" or the "Company", and together with its consolidated subsidiaries, the "Group") has chosen to include
the Board's report on corporate governance in the annual accounts.
The Board has decided that Saga Pure shall follow the Norwegian Code of Practice for Corporate Governance (the "Code of Practice").
The Board annually reviews and discuss the Code of Practice and the Company’s implementation of corporate governance.
The Company has no deviations from the Code of Practice with regards to this section of the Code of Practice.
2. Business
2.1. The Company's articles of association should clearly describe the business that the Company shall operate.
2.2. The Board should define clear objectives, strategies and risk profiles for the Company’s business activities such that the
Company creates value for shareholders in a sustainable manner. When carrying out this work, the Board should
therefore take into account financial, social and environmental considerations.
2.3. The Company should have guidelines for how it integrates considerations related to its stakeholders into its value
creation.
2.4. The Board should evaluate these objectives, strategies and risk profiles at least yearly.
The business activities clause from the articles of association is investment, management, operation, consultancy and other services
within industry, energy and similar business activities, including through ownership and investments in other businesses.
The Company’s core objectives and strategies are clearly stated in the Company’s annual report. Sustainability is one of the
Company's core values and is continuously taken into account in our business activities and investments. Saga Pure seeks out
companies who can make a big contribution to a sustainable journey and help them on their journey.
The Company has no deviations from the Code of Practice with regards to this section of the Code of Practice.
3. Equity and dividends
3.1. The Board should ensure that the Company has a capital structure that is appropriate to the Company’s objective,
strategy and risk profile.
3.2. The Board should establish and disclose a clear and predictable dividend policy.
3.3. The background to any proposal for the Board to be given a mandate to approve the distribution of dividends should be
explained.
3.4. Mandates granted to the Board to increase the Company’s share capital or to purchase own shares should be intended for
a defined purpose. Such mandates should be limited in time to no later than the date of the next annual general meeting.
Equity
Saga Pure shall have equity suitable for the character of its operations. The Group’s consolidated equity as of 31 December 2021
amounted to NOK 1,107.9 million, and cash of NOK 778.1 million. The Board deems this to be adequate for the Group’s strategy and
risk profile.
Dividend policy
Saga Pure's goal is to give shareholders a competitive return on invested capital over time. This return will be achieved primarily
through increase in share price and dividends.
Authorization to increase the Company’s share capital
The Board is authorized to increase the share capital with a total par value of up to NOK 2,394,392.11, corresponding to 239,439,211
shares which represents 50% of the Company’s share capital, each share with a par value of NOK 0.01. The shareholders preferential
right to the new shares, cf. the Norwegian Public Limited Liability Companies Act section 10-14, may be deviated from. The
CORPORATE GOVERNANCE
Annual Report 2021 Saga Pure ASA
9
authorization was approved by an extraordinary general meeting in February 2021 and is valid for two years following the date of
that general meeting. As a result, the Company deviates from the Code of Practice in this respect as the authorization is valid for a
longer period than until the next annual general meeting.
The authorization may be used to provide the Company with financial flexibility, including but not limited to, through issuance of
shares in connection with investments, mergers and acquisitions. As the purpose of the authorization is very broad, the Company
deviates from the Code of Practice in this respect.
Authorization to repurchase own shares
The Board is authorized to purchase own shares with a par value of up to NOK 478,878.42, corresponding to 10% of the current
share capital. The Company has no deviations from the Code of Practice with regards to this authorization.
Authorization to distribute dividends
The Board was granted an authorization to resolve dividend distributions at the annual general meeting in May 2021. The
authorization is valid until the annual general meeting in 2022. The authorization is general in scope, and does not provide an
explanation of how the authorization is based on the Company's dividend policy. As such, the Company deviates from the Code of
Practice in respect of the lacking explanation for the authorization.
Authorization to raise convertible loans
The Company does not hold any authorization to raise convertible loans.
The Company has no other deviations from the Code of Practice with regards to this section of the Code of Practice.
4. Equal treatment of shareholders and transactions with close associates
4.1. Any decision to waive the pre-emption rights of existing shareholders to subscribe for shares in the event of an increase
in share capital must be justified. Where the Board resolves to carry out an increase in share capital and waive the pre-
emption rights of existing shareholders on the basis of a mandate granted to the Board, the justification should be
publicly disclosed in a stock exchange announcement issued in connection with the increase in share capital.
4.2. Any transactions the Company carries out in its own shares should be carried out either through the stock exchange or at
prevailing stock exchange prices if carried out in any other way. If there is limited liquidity in the Company’s shares, the
Company should consider other ways to ensure equal treatment of all shareholders.
Waiver of pre-emption rights
The Company has issued new shares on several occasions during the period from the annual general meeting in 2020 and until the
date of this Corporate Governance report, and the pre-emptive rights of the shareholders was deviated from in all instances. The
background for such deviations was to complete private placements towards a limited number of investors, and to complete
subsequent offerings of shares to limit the dilution for existing shareholders who were not invited to participate in the private
placements. The justifications for such deviation from the pre-emption rights have been publicly disclosed.
Transactions in own shares
The Company’s shares are liquid. In the event of transactions in own shares the Board aims to comply with the Code of Practice. The
Company has not carried out any transactions in its own shares in the period since the annual general meeting in 2021 and until the
date of this Corporate Governance report.
The Company has no other deviations from the Code of Practice with regards to this section of the Code of Practice.
5. Shares and negotiability
5.1. The Company should not limit any party’s ability to own, trade or vote for shares in the Company.
5.2. The Company should provide an account of any restrictions on owning, trading or voting for shares in the company.
The Company has no deviations from the Code of Practice with regards to this section of the Code of Practice.
6. General meetings
6.1. The Board should ensure that the Company’s shareholders can participate in the general meeting.
6.2. The Board should ensure that:
6.2.1.1. the resolutions and supporting information distributed are sufficiently detailed, comprehensive and
specific to allow shareholders to form a view on all matters to be considered at the meeting
6.2.1.2. any deadline for shareholders to give notice of their intention to attend the meeting is set as close to the
date of the meeting as possible
6.2.1.3. the members of the Board and the chairman of the nomination committee are present at the general
meeting
6.2.1.4. the general meeting is able to elect an independent chairman for the general meeting
Annual Report 2021 Saga Pure ASA
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6.3. Shareholders should be able to vote on each individual matter, including on each individual candidate nominated for
election. Shareholders who cannot attend the general meeting in person should be given the opportunity to vote. The
Company should design the form for the appointment of a proxy to make voting on each individual matter possible and
should nominate a person who can act as a proxy for shareholders.
Saga Pure follows the guidelines under clause 6 to the best of their ability. In the period since the annual general meeting in 2021
and until the date of this Corporate Governance Report, no general meetings in the Company has been held.
The Company has no deviations from the Code of Practice with regards to this section of the Code of Practice.
7. Nomination committee
7.1. The Company should have a nomination committee, and the nomination committee should be laid down in the
Company's articles of association.
7.2. The general meeting should stipulate guidelines for the duties of the nomination committee, elect the chairperson and
members of the nomination committee and determine the committee's remuneration.
7.3. The nomination committee should have contact with shareholders, the Board and the Company's executive personnel as
part of its work on proposing candidates for election to the Board.
7.4. The members of the nomination committee should be selected to take into account the interests of shareholders in
general. The majority of the committee should be independent of the Board and the executive personnel. The nomination
committee should not include any executive personnel member of the company's board of directors.
7.5. The nomination committee should justify why it is proposing each candidate separately.
7.6. The Company should provide information on the membership of the committee and any deadlines for proposing
candidates.
The Company’s shareholders elected to dissolve the Nomination Committee at an extraordinary general meeting in 2012 as it was
not considered expedient for the Company to have a Nomination Committee. A Nomination Committee was reinstated in 2021,
therefore the company does not longer deviate from the Code of Practice in this regard.
8. Board of directors: composition and independence
8.1. The composition of the Board should ensure that the Board can attend to the common interests of all shareholders and
meets the Company’s need for expertise, capacity and diversity. Attention should be paid to ensuring that the Board can
function effectively as a collegiate body.
8.2. The composition of the Board should ensure that it can operate independently of any special interests. The majority of
the shareholder-elected members of the Board should be independent of the Company's executive personnel and
material business contacts. At least two of the Board members elected by shareholders should be independent of the
Company's main shareholder(s).
8.3. The Board should not include executive personnel. If the Board does include members of the executive personnel, the
Company should provide an explanation for this and implement consequential adjustments to the organisation of the
work of the Board, including the use of Board committees to help ensure more independent preparation of matters for
discussion by the Board, cf. Section 9.
8.4. The general meeting (or the corporate assembly where appropriate) should elect the chairman of the Board.
8.5. The term of office for members of the Board should not be longer than two years at a time.
8.6. The annual report should provide information to illustrate the expertise of the members of the Board, and information on
their record of attendance at Board meetings. In addition, the annual report should identify which members are
considered to be independent.
8.7. Members of the Board should be encouraged to own shares in the Company.
Members of the Board are presented in the Company’s annual report, and all of the Board members are shareholder-elected. The
members of the Board are not elected for more than 2 years, and are hence in line with the Code of Practice. The record of
attendance can be found in the Company’s annual report.
All of the members of the Board are independent of the Company's executive personnel and material business contacts. Two of the
members of the Board are independent of the Company's main shareholders.
The Company has no deviations from the Code of Practice with regards to this section of the Code of Practice.
9. The work of the board of directors
9.1. The Board should issue instructions for its own work as well as for the executive management with particular emphasis
on clear internal allocation of responsibilities and duties.
9.2. These instructions should state how the Board and executive management shall handle agreements with related parties,
including whether an independent valuation must be obtained. The Board should also present any such agreements in
the annual report.
Annual Report 2021 Saga Pure ASA
11
9.3.
9.4. The Board should ensure that Board members and executive personnel make the Company aware of any material
interests that they may have in items to be considered by the Board.
9.5. In order to ensure a more independent consideration of matters of a material character in which the chairman of the
Board is, or has been, personally involved, the Board’s consideration of such matters should be chaired by some other
member of the Board.
9.6. The Public Companies Act stipulates that large companies must have an audit committee. The entire Board should not act
as the Company’s audit committee. Smaller companies should give consideration to establishing an audit committee. In
addition to the legal requirements on the composition of the audit committee etc., the majority of the members of the
committee should be independent.
9.7. The Board should also consider appointing a remuneration committee in order to help ensure thorough and independent
preparation of matters relating to compensation paid to the executive personnel. Membership of such a committee
should be restricted to Board members who are independent of the Company’s executive personnel.
9.8. The Board should provide details in the annual report of any Board committees appointed.
9.9. The Board should evaluate its performance and expertise annually.
The procedures for the Board have been in effect since 14 May 2010. The instructions comprise the following items: members of the
Board, the Board’s duties and obligations, responsibilities and authority, Board meetings, the group CEO’s duties and objectives,
participation in Board meetings, procedures in meetings and minutes.
The chairman of the Board is responsible for the Board's work being carried out in an effective and proper manner in accordance
with the duties of the Board. The Group’s CEO is responsible for the Company’s executive personnel. The Board has drawn up special
instructions for the Group’s CEO.
The Board present information on agreements with related parties in a note to the annual accounts of the Group.
The Board shows particular diligence in connection with cases related to financial reporting and fees for the executive personnel. In
addition, parts of the Board are constituted as ad hoc working groups. In cases where Board committees are used, the purpose is case
preparation where final decisions are to be made by the Board.
The Board has assessed the need for a remuneration committee, and decided that it is not currently necessary to establish a
remuneration committee. The Board fulfils the obligations and responsibilities applicable to audit committees, cf. section 6-41 (2) of
the Norwegian Public Limited Liability Companies Act.
The Company has no deviations from the Code of Practice with regards to this section of the Code of Practice.
10. Risk management and internal control
10.1. The Board must ensure that the Company has sound internal control and systems for risk management that are
appropriate in relation to the extent and nature of the Company’s activities
10.2. The Board should carry out an annual review of the Company’s most important areas of exposure to risk and its internal
control arrangements.
The Board has through the year regular thorough reviews of the most important risks of the Company with an emphasis on financial
risks.
The Board will present an annual review of the risk factors considered most material to the Company in the annual report.
The Company has no deviations from the Code of Practice with regards to this section of the Code of Practice.
11. Remuneration of the board of directors
11.1. The remuneration of the Board should reflect the Board’s responsibility, expertise, time commitment and the complexity
of the Company’s activities.
11.2. The remuneration of the Board should not be linked to the Company’s performance. The Company should not grant share
options to members of its Board.
11.3. Members of the Board and/or companies with which they are associated should not take on specific assignments for the
Company in addition to their appointment as a member of the Board. If they do nonetheless take on such assignments,
this should be disclosed to the full Board. The remuneration for such additional duties should be approved by the Board.
11.4. Any remuneration in addition to the normal directors’ fees should be specifically identified in the annual report.
The Board members have not been granted any share options.
The Company has no deviations from the Code of Practice with regards to this section of the Code of Practice.
Annual Report 2021 Saga Pure ASA
12
12. Remuneration of the executive personnel
12.1. The guidelines on the salary and other remuneration for executive personnel must be clear and easily understandable,
and they must contribute to the Company's commercial strategy, long-term interests and financial viability
12.2. The Company's arrangements in respect of salary and other remuneration should help ensure the executive personnel
and shareholders have convergent interests, and should be simple.
12.3. Performance-related remuneration should be subject to an absolute limit.
The annual general meeting approved guidelines for remuneration of leading personnel in 2021. The Company has no deviation from
the Code of Practice with regards to this section of the Code of Practice.
13. Information and communications
13.1. The Board should establish guidelines for the Company’s reporting of financial and other information based on openness
and taking into account the requirement for equal treatment of all participants in the securities market.
13.2. The Board should establish guidelines for the Company’s contact with shareholders other than through general meetings.
Saga Pure emphasizes to have an open dialogue with the equity market. Relevant information is presented in the form of press
releases, in compliance with applicable law and stock exchange regulations.
The Company’s financial calendar can be found on the Company’s website.
The Company has no deviations from the Code of Practice with regards to this section of the Code of Practice.
14. Take-overs
14.1. The Board should establish guiding principles for how it will act in the event of a take-over bid.
14.2. In a bid situation, the Company's Board and management have an independent responsibility to help ensure that
shareholders are treated equally, and that the Company's business activities are not disrupted unnecessarily. The Board
has a particular responsibility to ensure that shareholders are given sufficient information and time to form a view of
offer.
14.3. The Board should not hinder or obstruct take-over bids for the Company’s activities or shares.
14.4. Any agreement with the bidder that acts to limit the Company’s ability to arrange other bids for the Company’s shares
should only be entered into where it is self-evident that such an agreement is in the common interest of the Company and
its shareholders. This provision shall also apply to any agreement on the payment of financial compensation to the bidder
if the bid does not proceed. Any financial compensation should be limited to the costs the bidder has incurred in making
the bid.
14.5. Agreements entered into between the Company and the bidder that are material to the market's evaluation of the bid
should be publicly disclosed no later than at the same time as the announcement that the bid will be made is published.
14.6. In the event of a take-over bid for the Company’s shares, the Company’s Board should not exercise mandates or pass any
resolutions with the intention of obstructing the take-over bid unless this is approved by the general meeting following
announcement of the bid.
14.7. If an offer is made for the Company’s shares, the Company's Board should issue a statement making a recommendation as
to whether shareholders should or should not accept the offer. The Board’s statement on the offer should make it clear
whether the view expressed are unanimous, and if this is not the case it should explain the basis on which specific
member of the Board have excluded themselves from the Board’s statement. The Board should arrange a valuation from
an independent expert. The valuation should include an explanation, and should be made public no later than at the time
of the public disclosure of the Board's statement.
14.8. Any transaction that is in effect a disposal of the Company’s activities should be decided by a general meeting (or the
corporate assembly where relevant).
The Company has set forth the corporate governance policy of the Company, which include certain provisions related to take-over
offers. No take-over offers has been presented for the shares of the Company for the period from the annual general meeting in 2021
and until the date of this Corporate Governance Report.
The Company has no deviations from the Code of Practice with regards to this section of the Code of Practice.
15. Auditor
15.1. The Board should ensure that the auditor submits the main features of the plan for the audit of the Company to the audit
committee annually.
15.2. The Board should invite the auditor to meetings that deal with the annual accounts. At these meetings the auditor should
report on any material changes in the Company's accounting principles and key aspects of the audit, comment on any
Annual Report 2021 Saga Pure ASA
13
material estimated accounting figures and report all material matters on which there has been disagreement between the
auditor ant the executive management of the Company.
15.3. The Board should at least once a year review the Company’s internal control procedures, including weaknesses identified
by the auditor and proposals for improvement.
15.4. The Board should establish guidelines in respect of the use of the auditor by the Company’s executive management for
services other than the audit.
The Board seeks to have close and open communication with the Company’s auditor. The Board obtains annual confirmation that the
auditor satisfies the independence and objectivity requirements pursuant to the Auditors Act. The main features of the auditor’s
planned work are presented to the Board once a year.
The auditors have and will continue to present its audit plan during the autumn, as well as being present in selected quarterly Board
meeting and being present in the Board meeting that approve the annual report.
The Board will have meetings with the auditors without the management present to review the auditor’s report on their view on the
Company’s accounting principles, risk areas and internal control procedures.
The Board plans to advice the annual general meeting about the remuneration of the auditors, and the auditor’s fee is divided
between auditing and other services as explained in the relevant notes in the annual report.
Auditors work beyond auditing is explained in the Company’s procedures and the annual report for 2021.
The Board has currently not deemed it expedient to establish guidelines in respect of the use of the auditor by the Company's
executive management for services other than the audit, and deviates from the Code of Practice in this respect. However, formal
procedures for pre-approval of non-audit services are implemented. The Company has no other deviations from the Code of Practice
with regards to this section of the Code of Practice.
16. Diversity and equal opportunities
The Company has not yet established any guidelines for equality and diversity, as the Company has been in a start-up phase and has
a relatively small number of employees. The Company is considerate of the value of increased diversity when working with existing
investments and in identifying new potential investments, and will, going forward, assess when it is appropriate to formalize
guidelines for equality and diversity.
Annual Report 2021 Saga Pure ASA
14
Annual Report 2021 Saga Pure ASA
15
For the period 01.01.2021 – 31.12.2021
NOK 1000
Note
2021
2020
Operating income
Gain from financial investments
3
Other income
3
Gross income
Operating expenses
Employee benefit expenses
5
Other operating expenses
5
Depreciation
Total operating expenses
Share of profit from associates
4
Net operating profit/loss (-)
Financial income/expenses (-)
Interest income
Interest expense
-7
-2
Net foreign exchange gain/loss (-)
-522
Other financial income/expenses (-)
Net financial income/expenses (-)
Net profit before tax
Taxes
10
Net profit/loss from continuing operations (-)
Profit (loss) from discontinuing operations
14
Net profit/loss from total operations (-)
Net profit/loss for the year (-)
Attributable to:
Non-controlling interests
Shareholders’ interests
Items that may be subsequently reclassified to profit or loss
Other comprehensive income
Total comprehensive income
Attributable to:
Non-controlling interests
Shareholders' interests
Basic earnings per share total operations NOK
Diluted earnings per share total operations NOK
Basic earnings per share for continuing operations NOK
Diluted earnings per share for continuing operations NOK
Average number of shares in the period
Number of shares outstanding at period end
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
Annual Report 2021 Saga Pure ASA
16
As at 31.12.2021
The notes on pages 20 to 41 are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
NOK 1000
Note
31 Dec 2021
31 Dec 2020
ASSETS
Non-current assets
Associates
4
Non-current financial investments
15, 17
Fixed assets
Total non-current assets
Current assets
Trade receivables and other receivables
8
Other current assets
7
Current financial investments
Restricted cash
18
Cash and equivalents
6, 16
Total current assets
Total assets
Annual Report 2021 Saga Pure ASA
17
As at 31.12.2021
NOK 1000
Note
31 Dec 2021
31 Dec 2020
EQUITY AND LIABILITIES
Equity
Share capital
11
Other paid in equity
11
Total paid-in-capital
Accumulated losses
-58 123
-291 798
Total equity
LIABILITIES
Non-current liabilities
Other non-current liabilities
19
Total non-current liabilities
Current liabilities
Tax payable
Trade and other payables
Other current liabilities and accruals
9
Total current liabilities
Total liabilities
Total equity and liabilities
The notes on pages 20 to 41 are an integral part of these consolidated financial statements.
Oslo, 21 April 2022
The Board of Directors
Øystein Stray Spetalen
Board Member
Martin Nes
Chairman
Yvonne Litsheim Sandvold
Board Member
Christine Spiten
Board Member
Bjørn Simonsen
CEO
CONSOLIDATED STATEMENT OF FINANCIAL
POSITION (CONTINUED)
Annual Report 2021 Saga Pure ASA
18
For the period 01.01.2021 – 31.12.2021
NOK 1000
Note
2021
2020
Net profit/loss from continuing operations (-)
Profit/loss from discontinuing operations (-)
14
Profit before tax total operations
Gain on disposal of discontinued business
-19 389
Options and share program
Profit share from associates
-124 501
Depreciations
Net loss/gain from financial investments (-)
-136 190
-172 888
Net divestment/investment trading (-)
-40 412
Foreign exchange losses/gains (-)
-5
Interest received
-25
Income tax paid
-55
Increase/decrease receivables and prepayments (-)
-2 371
-275
Increase/decrease payables and accruals (-)
Net cash flow from operating activities
-66 264
Investment in associates
4
-75 569
-30 003
Divestment in associates
4
Investment in non-current financial assets
17
-155 031
-62 551
Divestment in non-current financial assets
17
Dividends received
Net cash effect disposal of subsidiaries
Receivable
Interest received
Net cash flow from investing activities
Share issue – gross
Share issue - costs
-4 691
-3 597
Repayments of long term borrowings
-1 000
Dividends paid to non-controlling interests
-2 442
Dividends and repayments to controlling interests
-47 888
-53 230
Net cash flow from financing activities
Net change in cash and cash equivalents
Cash and equivalents at beginning of period
Net foreign exchange differences (unrealised)
Cash and equivalents at end of period
The notes on pages 20 to 41 are an integral part of these consolidated financial statements.
CONSOLIDATED CASH FLOW STATEMENT
Annual Report 2021 Saga Pure ASA
19
For year ended 31.12.2021
2021
Paid-in-capital
Other capital
NOK 1000
Share capital
Other paid in
equity
Accumulated
losses
Other reserves
Non-
controlling
interests
Total
Equity as of 1 January 2021
-291 798
Net profit/loss
Total comprehensive income
Dividends to controlling interests
-47 888
-47 888
Share issue
Share issue costs
-2 691
-2 691
Options and share program (note 19)
Equity per ending balance
31 December 2021
-58 123
2020
Paid-in-capital
Other capital
NOK 1000
Share capital
Other paid in
equity
Accumulated
losses
Other reserves
Non-
controlling
interests
Total
Equity as of 1 January 2020
-468 791
-2 648
Net profit/loss continuing operations (-
)
Net profit/loss discounting operations
(-)
Total comprehensive income
Dividends to controlling interests
-53 230
-53 230
Dividends to non-controlling interests
-2 442
-2 442
Disposal of non-controlling interests
-2 648
-19 683
-19 683
Share issue
Share issue costs
-5 597
-5 597
Options and share program (note 19)
Equity per ending balance
31 December 2020
-291 798
The notes on pages 20 to 41 are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
Annual Report 2021 Saga Pure ASA
20
Note 1 – Corporate Information
address of the head office is Sjølyst Plass 2, 0278 O slo, Norway. The Company was incorporated on 24 March 2010 and was listed on the Oslo
Stock Exchange “Euronext Expand” (former “Oslo Axess”) -list on 18 June 2010. The listing was transferred to Oslo Børs (the main list).
The consolidated financial statements for the year ended 31 December 2021, were approved by the Board of Directors on 21 April 2022, and
will be presented for approval at the Annual General Meeting on 26 May 2022.
The business activity of the Group is investment and management related to industry, energy, real estate, including ownership and investment
in other businesses.
Note 2 – Accounting Policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have
been applied to all the years presented, unless otherwise stated.
Basis of preparation
The financial statements for Saga Pure for the financial year 2021 have been prepared in accordance with International Financial Reporting
Standards (IFRS) as adopted by the EU. The IFRS principles have been applied consistently since incorporation. Below is a summary of the
Group’s accounting policies to be applied in the consolidated financial statements.
The consolidated financial statements are presented in NOK and all numbers are rounded to the nearest thousands, except where otherwise
indicated.
The statement of comprehensive income is presented on a mixed basis (a blend of expenses by nature and function), as this is assessed to be
the most relevant and reliable presentation.
Going concern
The financial statements have been prepared on the going concern assumption. For additional information see Board of Director’s report.
Basis of consolidation
The consolidated financial statements comprise the financial statements of Saga Pure ASA and its subsidiary (the “Group”) as of 31 December
each year.
Subsidiaries
Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power
over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from
the date the control ceases.
All inter-company transactions and balances are eliminated in the consolidated financial statements.
Revenue recognition
Other income is related to services provided, and are recognized on an ongoing basis based on hours delivered to the customer.
Associates
Associates are all entities over which the group has significant influence but not control or joint control. This is generally the case when the
group holds between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting.
Under the equity method, the investment is initially recognized at cost, and the carrying amount is increased or decreased to recognize the
investor’s share of the profit or loss of the investee after the date of acquisition. The group’s investment in associates includes goodwill
identified on acquisition.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENT
Annual Report 2021 Saga Pure ASA
21
If the ownership interest in an associate is reduced, but significant influence is retained, only a proportionate share of the amounts previously
recognized in other comprehensive income is reclassified to profit or loss where appropriate.
The group’s share of post-acquisition profit or loss is recognized in the income statement, and its share of post-acquisition movements in other
comprehensive income is recognized in other comprehensive income with a corresponding adjustment to the carrying amount of the
investment. When the group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured
receivables, the group does not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of
the associate.
The group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is
the case, the group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying
value and recognizes the amount adjacent to share of profit/ (loss) of associates in the income statement.
Dilution gains and losses arising in investments in associates are recognized in the income statement.
Pensions
The company is obligated to have an occupational pension plan. The company meets the requirements for an occupational pension plan in
accordance with the Norwegian law on required occupational pensions.
Significant accounting judgments, estimates and assumptions
The preparation of financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that
may affect assets, liabilities, revenues, expenses and information in notes to the financial statement. Estimates are management’s best
knowledge based on information available at the date the financial statements are authorized for issue. Actual results may differ from these
estimates. Such changes will be recognized when new estimates can be determined with certainty.
Non-current financial investments
Non-current financial investments are valued at fair value. In cases where the fair value is not available through market values in quoted
prices, the marked value is estimated through benchmarking, estimates from independent values and other sources. References are made to
note 16 for further information regarding fair value estimation.
Summary of significant accounting policies
Share-based payments
The Group has an equity-settled share-based remuneration program towards certain employees. The cost of this program is determined by the
fair value at the grant date, as calculated by the Black-Scholes model. The cost is recognised as employee benefit expenses, together with a
corresponding increase in other equity, over the vesting period. As this is equity settled, no subsequent fair value measurements are made post
grant date.
Social security Share-based payments
The potential social security related to the share-based program, will be payable at expiration, based on the end value – if any – of the options.
Reserves for social security are made, based in the current value of the option, as if it was at its expiration, hence, a full undiscounted reserve.
The calculation is based on the difference between the strike price of the option, and the current stock price. If the option at the time of
measurement is “out of the money” – no reserves is made.
Dividend Income
Dividend income is recognised when the right to receive payment is established. The company classifies such income as 'Other Income' on the
face of Consolidated Statement of Comprehensive Income.
Annual Report 2021 Saga Pure ASA
22
Investment and trading of financial instruments/assets at fair value through profit or loss
Financial instruments/assets are classified at initial recognition, and subsequently measured at amortised cost, fair value through other
comprehensive income (OCI), or at fair value through profit or loss, whereas the latter acquired principally for the purpose of generating a
profit from fluctuation in prices is the most crucial for the Group. The classification of financial assets at initial recognition depends on the
financial asset’s contractual cash flow characteristics and the Group’s business model for managing them.
The group indulges in investment and trading of financial instruments as part of its core business. The group’s non-current financial
investments are characterised in addition to the Groups intention of sale, that this sale could typically be expected to occur within a tree year
time frame. The non-current financial investments are therefore treated at fair value through profit or loss.
All such instruments are classified as non-current financial investments, unless the Group exercises significant influence of the investment, in
which case the investment will be classified as associate.
Current investments are considered part of a held for trading portfolio if they are acquired for the purpose of selling or repurchasing in the
near term. The trading portfolio is considered a subordinated business compared to the long-term investments. These investments is
subsequently measured at fair value in the statement of financial position with net changes in fair value recognized in the statement of profit
and loss.
Investments subsequently measured at fair value over profit and loss in accordance with the fair value hierarchy:
• Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is,
as prices) or indirectly (that is, derived from prices).
• Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
Net unrealised and realized gain/losses on the portfolio of investments is classified as operating income, while net unrealized and realized
losses is classified as operating expenses.
In cases where as an investment changes classification between associate and non-current financial investment either way, the investment is
derecognized and recognized in its new classification based on its fair value as of time of derecognition/recognition. The highest level
achievable according to the IFRS fair-value hierarchy will be applied.
Trade receivables and other receivables
Current trade receivables and other receivables are initially recorded at their fair value and subsequently measured at amortized cost using
the effective interest method, less provision for impairment.
Trade payables and other payables
Current trade and other payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest
method.
Foreign currency
The financial statements are presented in NOK, which is also the functional currency for all the companies in the Group.
Transactions in foreign currencies are recorded at the exchange rate in effect at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are retranslated at the exchange rate at the financial position date. Non-monetary items that are measured
at historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions.
Annual Report 2021 Saga Pure ASA
23
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings,
payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable
transaction costs.
The Group’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative financial
instruments.
Subsequent measurement
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and
losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the
EIR. The EIR amortisation is included as finance costs in the statement of profit or loss.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial
liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The
difference in the respective carrying amounts is recognised in the statement of profit or loss.
Cash, cash equivalents and cash flow statement
Cash represents cash on hand and deposits with bank that is callable on demand.
Cash equivalents represent short-term, highly liquid investments which are readily convertible into known amounts of cash with original
maturities of three months or less and that are subject to an insignificant risk of change in value.
The cash flow statement is prepared using the indirect method.
Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an
outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount
of the obligation. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where
appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized
as financial expense.
Equity
Transaction costs related to an equity transaction are recognized directly in equity after deduction of tax.
Ordinary taxation
At year end, all subsidiaries within the Group are subject to the ordinary Norwegian taxation regime. Current income taxes are measured at the
amount expected to be paid to (recover from) authorities, deferred tax assets/liabilities are calculated based on temporary differences at the
reporting date. Deferred tax assets are recognized to the extent that it is probable that they can be utilized in the future. Dividends and capital
gains are taxed according to the Norwegian exemption model.
Financial position classification
Current assets and current liabilities include items due less than one year from the financial position date, and items tied to the operating
cycle. The current portion of long-term debt is included as current liabilities.
Related parties
Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other
party in making financial and operating decisions. Parties are also related if they are subject to common control or common significant
influence.
Annual Report 2021 Saga Pure ASA
24
Contingent liabilities
Contingent liabilities are defined as possible obligations that arises from past events whose existence depends on one or more future events
not wholly within the control of the entity, or present obligations that are not recognized because it is not probable that they will lead to an
outflow or resources.
Contingent liabilities are not recognized on the balance sheet unless arising from assuming assets and liabilities in a business combination.
Significant contingent liabilities are disclosed unless the possibility of an outflow of resources embodying economic benefit is a remote one.
Contingent assets are not accounted for unless virtually certain.
Events after financial position date
New information regarding the Group’s situation on the financial position date is taken into account in the financial statements. Events
occurring after the financial position date, that do not affect the Group on the financial position date but will affect the Group’s situation in the
future, are disclosed if significant.
New and amended standards adopted by the group in the reporting period
There are no new standards in 2021 with significant impact for the Group.
Standards and Interpretations in issue but not yet adopted
There are no new standards or amendments which have been issued, but are not yet effective, that are considered to have an impact on the
Group.
Annual Report 2021 Saga Pure ASA
25
Note 3 – Operating Segments
In October 2020 the Group disposed of the lease and operation of property-segment (Vallhall). The reporting structure of the business post the
disposal is still in development as the operations are evolving. Currently investments are reported as one segment, while the “Other” segment
currently consist of consulting services from internal industry specialists, are monitored separatly. Further segmentation might be applied as
the business evolves.
Segment information
Investment
Vallhall (note 14)
Other
Total
NOK 1000
2021
2020
2021
2020
2021
2020
2021
2020
Income
Net gain/loss on investments (-)
136 190
174 476
-
-
-
-
136 190
174 476
Other income
-
-
-
-
687
-
687
-
Total income
136 190
174 476
-
-
687
-
136 877
174 476
Operation expenses - excluding loss in
investments
29 796
19 329
-
-
-
-
29 796
19 329
Net operating profit/loss from continuing
operations (-)
230 897
155 147
-
-
687
-
231 584
155 147
Profit/loss from discounting operations (note 14)
(-)
-
-
-
22 988
-
-
-
22 988
Assets
1 118 586
782 963
-
-
-
-
1 118 586
782 963
Liabilities
10 622
10 598
-
-
-
-
10 622
10 598
There has not been any transaction across the different segments.
Annual Report 2021 Saga Pure ASA
26
Note 4 – Investment in Associates
Total associates
The Group entered the year with Bergen Carbon Solution as its only associated company. During the year IC Technology and Hyon came to as
associated companies.
NOK 1000
Profit 2021
Profit 2020
Carrying value 2021
Carrying value 2020
Total associates
Bergen Carbon Solution
126 491
-
53 893
30 003
IC Technology
-1 417
-
28 583
-
Hyon
-572
-
-
-
Total
124 501
-
82 475
30 003
Bergen Carbon Solutions
The Group participated in an equity offering and achieved 21.43% interest in the then unlisted company Bergen Carbon Solutions AS on 18
December 2020. During 2021 the Group increased its investment through participation in in equity-offerings and the execution of its share
option. In order to balance its investment, the Group also completed three sales tranches during the year. During the year the ownership was
between 28.00 % and 16.92 %. Year-end ownership was 23.98 %. The investment was classified as an associate throughout the year, as the
Group’s ownership never was below 20 % taken into account in-the-money option. At year-end, the Group has no undeclared options in
Bergen Carbon Solutions
Bergen Carbon Solutions is using carbon dioxide to produce carbon nanofibers, hence a CO
2
negative production of nanofibers. This is a new
technology, and the main operations are relating to the development of the equipment and technology for this type of production, and the up-
scaling of the equipment. The main asset of the company is therefore related to the technology, know-how and prototype, hence, intangible
assets. The Company is represented in the Board of Director’s in Bergen Carbon Solution. Since the Company is still in a development phase,
and development expenses are capitalized, no share of the profit and loss of the company was allocated to the Group for the financial year of
2020, due to the late date of the acquisition.
The acquisitions resulted in a pre-tax surplus value of NOK 32.7 million (2020 NOK 26.5 million) which was allocated to development
technology, and will subsequently be amortised over the expected useful life when it’s ready for use and commercialised.
Bergen Carbon Solutions AS is listed on Euronext Growth. The quoted market price for the investment was as per 31 December was NOK 601.2
million.
NOK 1000
31 Dec2021
At acquisition 18 dec 2020
Carrying value
23.98 %
21.43 %
Current Assets
108 246
41 091
Non-current assets
14 301
7 453
Current liabilities
-4 269
-3 553
Non-current liabilities
-
- 1 500
Equity
118 278
43 491
Groups share of equity
28 362
9 320
Technology-based intangible
32 731
26 517
Deferred tax
-7 201
-5 834
Group’s carrying amount of investment
53 893
30 003
NOK 1000
2021
2020
Net profit from associates
Revenues
874
-
Operating expenses
-31 687
-
Net finance income/(cost)
81
-
Profit before tax
-30 732
-
Income tax expenses
-
-
Profit for the year
-30 732
-
Group’s share of profit for the year (16.92 % - 28.00 %)
-6 986
-
Net profit from the Group’s realization of shares
133 477
-
Net profit from investment in associate
126 491
-
Annual Report 2021 Saga Pure ASA
27
IC Technology AS
In March 2021 the Group participated in an equity offering and achieved 32.61% interest in the unlisted company IC Technology AS. The
company is developing new storage and distribution solutions for cryogenic gases, such as LNG and liquid hydrogen.
One of the crucial elements in the hydrogen value chain is storage, distribution and transportation. Liquid hydrogen is the most energy dense
form of hydrogen, but current storage solutions for liquid hydrogen are not ideal, as the hydrogen gradually evaporates over time. IC
Technology has developed and patented a new storage solution which involves active cooling, potentially eliminating these losses as well as
enabling a more flexible tank design.
The acquisitions resulted in a pre-tax surplus value of NOK 24.8 million, which was allocated to development technology, and will
subsequently be amortised over the expected useful life when it’s ready for use and commercialised.
NOK 1000
31 Dec2021
At acquisition 31 Mar 2021
Carrying value
32.61 %
32.61 %
Current Assets
26 362
17 106
Non-current assets
3 555
1 134
Current liabilities
-1 639
-614
Non-current liabilities
-
-
Equity
28 279
32 625
Groups share of equity
9 221
10 639
Technology-based intangible
24 822
24 822
Deferred tax
-5 461
-5 461
Group’s carrying amount of investment
28 583
30 000
NOK 1000
2021
2020
Net profit from associates
Revenues
840
-
Operating expenses
-5 190
-
Net finance income/(cost)
3
-
Profit before tax
-4 347
-
Income tax expenses
-
-
Profit for the year
-4 347
-
Group’s share of profit for the year (32.61 %)
-1 417
-
Hyon AS
The Group acquired the company together with two partners and two key employees of Hyon AS in June 2021. The company has since 2017
been working within hydrogen energy solutions within the maritime sector. Going forward the company will focus on developing hydrogen
and bunkering solutions for harbours.
The company had as per year end a negative equity of NOK 1.9 million, and the Group had issued a bridge financing of NOK 2.0 million to the
company, pending its planned equity-issue.
Due to the negative equity, the value of the investment was set to nil as per year end, as there was no agreement related to the share itself,
creating further commitment. There were neither made any impairment to the issued short-term loan, as the value of the company is
considered to be significantly higher than the equity. Subsequent events regarding the capitalisation of the company, supports this view.
References are made to note 21 regarding these subsequent events.
NOK 1000
31 Dec2021
At acquisition 30 Jun 2021
Carrying value
28.67 %
28.67 %
Current Assets
1 642
2 743
Non-current assets
20
35
Current liabilities
-3 574
-653
Non-current liabilities
-
-
Equity
-1 912
2 124
Groups share of equity
-548
609
Negative goodwill
-
-37
Share of negative goodwill excluded
548
-
Group’s carrying amount of investment
-
572
Annual Report 2021 Saga Pure ASA
28
NOK 1000
2021
2020
Net profit from associates
Revenues
-
-
Operating expenses
-4 022
-
Net finance income/(cost)
15
-
Profit before tax
-4 036
-
Income tax expenses
-
-
Profit for the year
-4 036
-
Group’s share of profit for the year (28.67 %)
-1 157
-
Negative goodwill taken as income
37
-
Share of negative equity excluded
548
-
Net profit from investment in associate
-572
-
A substantial part of the Group’s other income is based on services provided to associated companies. These services recognised in accordance
with the Group’s policy for revenue recognition as described in note 2.
Note 5 – Operating Expenses
NOK 1000
2021
2020
Employee benefit expenses
Salaries
12 867
5 536
Social security costs
1 868
755
Pension expenses
155
43
Accrual option program
3 456
222
Reserves social security option program
-2 343
5 922
Other personnel expenses
32
34
Total employee benefit expenses
16 035
12 512
Number of man-years
6
2
Other operating expenses
Consultancy fees
6 938
4 682
Travel expenses and membership fees
289
17
Other expenses
6 518
2 094
Total administrative expenses
13 745
6 793
Annual Report 2021 Saga Pure ASA
29
Remuneration to the Board of Directors and executive management
2021
NOK 1000
Name
Position
Salary and
bonus
Vesting options
Other benefit
Pension cost
Director’s fee
Bjørn Simonsen
CEO
2 029
1 111
13
28
-
Espen Lundaas
CFO
2 518
-
9
-
-
Martin Nes
Chairman
-
-
-
-
205
Øystein Stray Spetalen
Board member
-
-
-
-
159
Yvonne Litsheim Sandvold
Board member
-
-
-
-
159
Christine Spiten
Board member***
-
-
-
-
145
Total remuneration
4 548
1 111
22
28
668
2020
NOK 1000
Name
Position
Salary and
bonus
Vesting options
Other benefit
Pension cost
Director’s fee
Bjørn Simonsen
CEO*
181
222
-
-
-
Espen Lundaas
CEO/CFO*
2 118
-
-
-
-
Tore Jakob Berg
CFO/CAO*
1 274
-
-
-
-
Martin Nes
Chairman
-
-
-
-
140
Øystein Stray Spetalen
Board member
-
-
-
-
100
Kristin Hellebust
Board member**
-
-
-
-
40
Yvonne Litsheim Sandvold
Board member
-
-
-
-
100
Total remuneration
3 574
222
-
-
380
*In December 2020, Bjørn Simonsen was hired as CEO. As of that date Espen Lundaas altered from CEO to CFO, while Tore Jakob Berg altered from CFO to Chief
Accounting Officer (CAO).
** Kristin Hellebust left the Board in May 2020.
*** Christine Spiten joined the Board in February 2021
The Group had no outstanding loans or guarantees in favour of any member of the Board of Directors or company management in 2021.
Stock options program to Board members and Company employees
No stock options or right to stock options are held by members of the board of directors on 31 December 2021. Reference is made to note 19
for further information regarding the equity settled option and share program towards certain key employees.
Audit Fees
NOK 1000
2021
2020
Audit fees including VAT
Audit services
632
366
Other attestation services
78
58
Tax services
-
-
Other non-audit services
88
19
Total
798
442
Fees to the Group’s auditors are included in administrative expenses.
Annual Report 2021 Saga Pure ASA
30
Note 6 – Cash and Cash Equivalents
The Group's cash and cash equivalents are denominated in the following currencies:
NOK 1000
31 Dec 2021
31 Dec 2020
US Dollars*
-18 857
134
GB Pounds
479
-
Euro
546
-
Norwegian kroner
795 941
390 978
Total cash and cash equivalents
778 108
391 113
*The USD account is part of a multi-currency arrangement with a net deposit.
Restricted cash
Employee tax accounts
1 505
1 135
All cash deposits are held in financial institutions with a long-term credit ratings of minimum A+ according to Standard & Poor’s. Reference are
made to note 15 for further information.
Deposits carries floating interest rates.
Note 7 – Other Current Assets
NOK 1000
31 Dec 2021
31 Dec 2020
Other receivables
2 014
-
Prepayments
54
385
Unbilled revenue
657
-
Total other current assets
2 726
385
Note 8 – Trade Receivables and Other Receivables
The outstanding amount of trade receivables on 31 December 2021 was TNOK 30 (31 December 2020 of TNOK 0).
Note 9 – Other Current Liabilities
NOK 1000
31 Dec 2021
31 Dec 2020
Public duties payable
2 010
1 502
Deferred revenue
-
-
Accrued interest
-
-
Other current liabilities
4 126
2 945
Total other current liabilities
6 137
4 447
Other current liabilities are non-interest bearing. Other current liabilities are normally settled on 30 to 60-day terms. Deferred revenues are
revenues invoiced, but not earned per 31 December.
Annual Report 2021 Saga Pure ASA
31
Note 10 – Tax
NOK 1000
2021
2020
Current tax expense
-
-
Deferred tax expense
-
-
Tax expense
-
-
Reconciliation of tax expenses
Net profit before tax
233 675
155 974
Tax expense based on nominal tax rate of 22%
51 408
34 314
Permanent differences*
-61 247
-37 922
Change in not recognized deferred tax assets
9 839
3 607
Tax expense
-
-
Reconciliation of deferred tax (-)/deferred tax assets
Fixed and other assets
-
2
Payables
-788
-1 303
Net tax loss carried forward
26 357
17 353
Share in partnership
-
-
Deferred tax assets
25 570
16 003
Net deferred tax assets not recognized
25 570
16 003
Deferred tax (-)/deferred tax assets in the balance sheet
-
-
Tax on other comprehensive income
Other comprehensive income
-
-
Income tax related to other comprehensive income
-
-
* Permanent differences are to great extent related to the tax exemption for gain on certain financial assets.
Note 11 – Issued Capital and Shareholders
Issued capital
2021
NOK 1000
Number of shares
Share capital
Other paid in capital
Opening balance 01.01.2021
439 149 831
4 391
1 059 771
Dividends
-47 888
Option and share program
3 456
Share issue
39 728 592
397
145 918
Ending balance 31.12.2021
478 878 423
4 789
1 161 258
2020
NOK 1000
Number of shares
Share capital
Other paid in capital
Opening balance 01.01.2020
266 149 831
2 661
819 655
Dividends
-53 230
Disposal of minorities
-2 648
Option and share program
222
Share issue
173 000 000
1 730
295 773
Ending balance 31.12.2020
439 149 831
4 391
1 059 771
All issued shares have a nominal value of NOK 0.01 and are of equal rights. Saga Pure ASA is incorporated in Norway, listed on Oslo Børs
(transferred from Euronext Expand in February 2021), and the share capital is denominated in NOK.
As of 31 December 2021, the Company had 9,520 shareholders. Per 31 December 2021, The Company’s largest shareholders are;
Annual Report 2021 Saga Pure ASA
32
Overview of the largest shareholders as per 31 December 2021
Name
Shares
Of total shares
1
ØYSTEIN STRAY SPETALEN
(1)
172 841 799
36,09 %
2
TYCOON INDUSTRIER AS
(1)
28 550 000
5,96 %
3
SIMONSEN INVEST AS
(2)
20 000 000
4,18 %
4
CLEARSTREAM BANKING S.A.
17 499 512
3,65 %
5
DALLAS ASSET MANAGEMENT AS
9 187 461
1,92 %
6
NORDNET LIVSFORSIKRING AS
5 807 390
1,21 %
7
OLA STORMYR HOLDING AS
5 760 413
1,20 %
8
ATLE SANDVIK PEDERSEN
5 100 000
1,06 %
9
MELCHER HOLDING AS
(5)
4 400 000
0,92 %
10
Nordnet Bank AB
3 880 584
0,81 %
11
FRØILAND INVEST AS
(5)
3 454 554
0,72 %
12
KVANTIA AS
3 045 000
0,64 %
13
SPAR KAPITAL INVESTOR AS
2 515 016
0,53 %
14
HANEKAMB INVEST AS
(3)
2 300 000
0,48 %
15
EL INVESTMENT AS
(4)
2 300 000
0,48 %
16
HEGE BAKKEN
2 211 580
0,46 %
17
SVEIN ERIK LARSEN AS
2 058 283
0,43 %
18
BJØRN HÅVARD BRÆNDEN
2 005 988
0,42 %
19
ROY HAGEN
2 000 000
0,42 %
20
TONOR HOLDING AS
1 805 000
0,38 %
Total
296 722 580
61,96 %
Total outstanding shares
478 878 423
100,00 %
(1)
Board member/controlled by Board member Øystein Stray Spetalen
(2)
Controlled by Bjørn Simonsen, CEO of Saga Pure
(3)
Controlled by Martin Nes, Chairman of the Board
(4)
Controlled by Espen Lundaas, CFO of Saga Pure
(5)
Controlled by other employees
Total paid in capital
Please see table above.
Shareholders rights
There are currently no limitations in voting rights or trade limitations related to the Saga Pure share.
Power of attorney to increase the share capital through issuance of new shares
The Board held as per 31 December 2021 authorization to issue up to 239,439,211 new shares. The authorization may be utilised on one or
several occasions.
Power of attorney to repurchase own shares
The Board held authorization to repurchase own shares as per 31 December 2021 limited to 47,887,842 shares.
Authorization to raise convertible loans
The Board held no authorization to raise convertible bonds as per 31 December 2021.
Stock option arrangements
The Company have issued 27,000,000 stock options, with an authorization to the board to issue further 20,000,000 stock option as of 31
December 2021. References are made to note 21 regarding subsequent events.
Shares owned by the Board, Management and their Related Parties
2021
# of Shares
Board of Directors
Annual Report 2021 Saga Pure ASA
33
Martin Nes
(1)
(Chairman)
2 300 000
Øystein Stray Spetalen
(2)
201 391 799
Yvonne Litsheim Sandvold
(3)
1 082 000
Group Management
Bjørn Simonsen
(4)
, CEO
20 000 000
Espen Lundaas
(5)
, CFO
2 300 000
Total number of shares held by Board members, Group management and related parties
227 073 799
Total number of shares held by Board members, Group management and related parties in % of total
outstanding shares
47.54 %
2020
# of Shares
Board of Directors
Martin Nes
(1)
(Chairman)
2 000 000
Øystein Stray Spetalen
(2)
198 391 799
Yvonne Litsheim Sandvold
(3)
1 082 000
Group Management
Bjørn Simonsen
(4)
, CEO from Dec 2020
17 618 667
Espen Lundaas
(5)
, CEO/CFO from Dec 2020
2 000 000
Tore Jakob Berg, CFO/CAO from Dec 2020
500 000
Total number of shares held by Board members, Group management and related parties
221 592 466
Total number of shares held by Board members, Group management and related parties in % of total
outstanding shares
50.46 %
(1)
Holdings through Hanekamb Invest AS
(2)
Including holdings through Tycoon Industrier AS
(3)
Holdings through Yls Næringseiendom AS
(4)
Holdings through Simonsen Invest AS
(5)
Holdings through El Investment AS.
Note 12 – Earnings Per Share
Basic earnings per share are calculated by dividing net profit for the year attributable to ordinary equity holders by the weighted average
number of ordinary shares outstanding during the year, excluding ordinary shares purchased by the company and held as treasury shares. The
company held no such treasury shares as of 31 December 2021.
Diluted earnings per share are calculated by dividing the net profit attributable to ordinary equity holders by the weighted average number of
ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the conversion of
all dilutive potential ordinary shares to ordinary shares. Dilutive shares related to option program for certain employees, see note 20.
Number of shares
NOK 1000
2021
2020
Net profit/(loss) attributable to the shareholders
233 675
176 993
Number of shares
Weighted average number of ordinary shares outstanding
477 232 424
281 727 913
Weighted average number of shares outstanding, diluted
502 938 468
285 377 913
Number of shares outstanding at period end
478 878 423
439 149 831
NOK per share
Basic diluted earnings per share
0.49
0.63
Diluted earnings per share
0.47
0.62
Note 13 – Related Parties
Transactions with related parties within the ordinary course of business relates limited to office rent including mutual costs, deliverance of
strategic management services and services rendered regarding support for financial reporting.
Annual Report 2021 Saga Pure ASA
34
All transactions with related parties have been made on an arm's length basis and are settled on a regular basis. Goods and/or services
purchased from related parties have been priced at industry standard rates. Transactions with related parties are specified below:
Related Party Transactions
2021
Sales to related
parties
Purchase from
related parties
Amounts owed
by related
parties
Amounts owed
to related
parties
NOK 1000
Tycoon Industrier AS*
-
2 936
-
710
Ferncliff Holding AS*
-
3 250
-
-
Total
-
6 186
-
710
* Entities directly or indirectly controlled by the Company’s largest shareholder Øystein Stray Spetalen, which also is represented in the Board
of Director’s.
2020
Sales to related
parties
Purchase from
related parties
Amounts owed
by related
parties
Amounts owed
to related
parties
NOK 1000
Tycoon Industrier AS*
38 271
1 235
-
-
Ferncliff Holding AS*
-
3 000
250
-
Ferncliff TIH AS*
-
-
-
41
Total
38 271
4 235
250
41
As part of the Company’s strategy change in the second half of 2020, the Company disposed of the Vallhall business to Tycoon Industries AS for
an amount of NOK 38 million. The transaction price was considered to be on arms lengths principles, which also was supported by a fairness
opinion provided by a reputable independent company, and subsequently approved by an extraordinary general meeting in the Company.
Annual Report 2021 Saga Pure ASA
35
Note 14 – Discontinued Operations
As part of the focused strategy towards the sustainability segment, the Group divested in 2020 its assets no longer considered to be core
investment. The 55% ownership in the indoor arena Vallhall (“Vallhall”) was thereby sold to Tycoon Industrier AS at an enterprise value of
NOK 120 million, corresponding to net cash settlement of NOK 38 million for the 55 % share after adjustments for debt and other assets
included.
Subsidiaries
Country of incorporation
Ownership share prior to
disposal
Vallhall Fotballhall KS
Norway
54.8 %
Vallhall Fotballhall AS
Norway
54.8 %
Vallhall Fotballhall Drift AS
Norway
55.2 %
As Saga Pure ASA disposed of its shares in Vallhall in October 2020, the net financial statements of Vallhall has been classified as discontinued
operations for the financial statements of 2020.
The disposal resulted in a gain of NOK 19.4 million
Specification of Net profit/loss (-) from discontinuing operations:
NOK 1000
2020
Other income
13 188
Operating revenues
13 188
General administrative expenses
5 863
Depreciation
2 375
Operating expenses
8 238
Operating profit/loss (-)
4 950
Interest income
-
Interest expense
-1 353
Other financial items
2
Net financial items
-1 351
Taxes
-
Profit at disposal 19 Oct. 2020
19 389
Net profit/loss from discounting operations (-)
22 988
Attributable to:
Non-controlling interests
1 969
Shareholders’ interests
21 019
Net cash from discontinuing operations:
NOK 1000
2020
Operating
4 554
Investing
-
Financing
-6 400
Net cash (outflow)/inflow
-1 846
Annual Report 2021 Saga Pure ASA
36
Note 15 – Financial Risk Management
The Covid-19 pandemic, which has been a dominating overall risk factor the past two years, seems to be diminishing out throughout the world.
The current trend is gradually easing of restrictions, and reinstating pre Covid conditions. Although it is likely that the effect of the pandemic
will ease out in the foreseeable future, it is important to be aware that similar incidents can occur in the future. Therefore the pandemic risk
will always be present actively or dormant.
The Ukraine conflict has seemingly replaced the Covid 19 as the global governing risk factor. As with Covid, the extent and duration is
impossible to predict. It seems clear however that the European energy-market will be heavily affected. As to green energy, it can be argued
that this disruption will create new opportunities in order to meet the supply shortage.
Through its activities the Group is exposed to a variety of financial risks: market risk including currency risk, credit risk and liquidity risk. The
Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects
on the Group’s financial performance. To reduce and manage these risks, management periodically assesses the Group’s financial market risk
in general.
Equity price risk
The Group invests in both marketable securities on different stock exchanges as well unlisted securities in order to take advantage of market
movements in the equity markets.
All marketable securities present a risk of loss of capital. The Group moderates this risk through a careful selection of securities. The
maximum risk resulting from financial instruments is determined by the fair value of the financial instruments. The Group’s overall market
positions are monitored on a quarterly basis. The Group’s maximum exposure to risk at the balance sheet date is NOK 255.2 million (2020:
NOK 276.4 million).
On 31 December 2021, the impact of increases/decreases of the Oslo Stock Exchange on the group’s post-tax profit for the year and on equity
would have been as shown below. The analysis is based on the assumption that the equity indexes had increased/decreased by 5% with all
other variables held constant and all the group’s equity instruments moved according to the historical correlation with the index. For
instruments with insufficient historical data of correlation, a beta of 1.00 is assumed. The analysis does not include investments classified as
current assets.
Increase of 5 %:
NOK 1000
Impact on post-tax profit
Index
2021
2020
Oslo Stock Exchange
-
2 118
Euronext Growth
6 091
9 563
Total
6 091
11 680
Decrease of 5 %:
NOK 1000
Impact on post-tax profit
Index
2021
2020
Oslo Stock Exchange
-
-2 118
Euronext Growth
-6 091
-9 563
Total
-6 091
-11 680
Currency Risk
The Group is currently not exposed directly by currency risk, investments are in NOK nominated companies, and all substantial bank deposits
are in NOK. The Group have only immaterial transactions in foreign currency.
Tax risk
Saga Pure is subject to taxation by Norwegian authorities. Any change in taxation regime may affect the payable taxes of Saga Pure. Currently
the Group’s investments are tax exempted («fritaksmetoden»), if the Norwegian tax regime changes and gains/losses on investment become
taxable this could have significant impact on the Group’s tax position.
Credit Risk
The Group have limited credit risk, inherent in the risk that a counterparty will be unable to pay amounts in full when due. As of the balance
sheet date the Company did not have any trade receivables, and bank deposits amounting to NOK 778.1 million are deposited at reputable
banks and finance institution in Nor way .
Annual Report 2021 Saga Pure ASA
37
Concentration of credit risk exists to the extent that at December 31, 2021 all cash and cash equivalents, and restricted cash, were held at one
financial institution, with credit ratings according to Standard & Poor’s of AA-:
NOK 1000
Counterparty
Rating
Geographical segment
2021
Cash and cash equivalents
DNB
AA-
Norway
778 108
Total
778 108
Liquidity risk
The group monitors rolling forecasts of the group’s liquidity requirements to ensure it has sufficient cash to meet operational needs. The group
had no outstanding interest bearing debt.
At the reporting date, the Group held cash and cash equivalents of TNOK 778,108 (2020: TNOK 391,113) and other liquid assets of TNOK 0
(2020: TNOK 85,000) that are expected to readily generate cash inflows for managing liquidity risk.
Interest rate risk
Based on the financial status at balance sheet date, an increase of the general interest level of one percentile would impact the profit and loss
accounts with TNOK +7,781. A decrease in the general interest level of one percentile would impact the profit and loss accounts with TNOK -
7,781.
Capital Management
Capital as defined for capital management for the Group includes all equity reserves attributable to the equity holders of the parent company.
As an investment group, the primary objective of Group’s capital management is to maximize the value for its shareholders.
In order to achieve this objective, the Group aim to maintain an optimal capital structure by assessing its projected future capital needs for
investing and or divesting, towards its capital management tools such as dividends or issuance of new shares.
The Group currently has no interest-bearing debt. If the Group were to incur interest-bearing debt, the policy would be to maintain the overall
leverage at levels in which financial covenants of such debt does not interfere with autonomy of the Groups investment decisions.
Annual Report 2021 Saga Pure ASA
38
Note 16 – Financial Instruments
Set out below is a comparison by category for carrying amounts and fair values of all of the Group's financial instruments that are carried in
the financial statements.
2021
NOK 1000
Carrying amount
Fair value
Fair value hierarchy
Loans and receivables
Cash and cash equivalents
778 108
778 108
1
Investments
Non-current financial investments
218 316
218 316
1 & 2
Current financial investments
36 931
36 931
1
Other financial assets
Trade receivables
30
30
2
Other financial liabilities
Other non-current liabilities
3 579
3 579
2
Trade payables
947
947
2
Other current liabilities
6 137
6 137
2
2020
NOK 1000
Carrying amount
Fair value
Fair value hierarchy
Loans and receivables
Cash and cash equivalents
391 113
391 113
1
Restricted cash
85 000
85 000
1
Investments
Non-current financial investments
276 447
276 447
1
Other financial liabilities
Other non-current liabilities
5 922
5 922
2
Trade payables
229
229
2
Other current liabilities
4 447
4 447
2
Fair value estimation
The table below analyses financial instruments carried at fair value, by valuation method. The estimated fair value has been determined by the
Group using appropriate market information and valuation methodologies. The different levels have been defined as follows:
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).
• Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as
prices) or indirectly (that is, derived from prices) (Level 2).
• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).
The following table presents the group’s financial assets and liabilities that are measured at fair value at 31 December 2021. The fair value of
financial instruments does not significantly deviate from their carrying amount.
NOK 1000
Non-current financial investments (equity securities) in NOK
2021
2020
Listed shares (Level 1)
118 246
276 447
Non-listed shares Level 2)
100 070
-
Total
218 316
276 447
There were no transfers between the levels during the year.
(a) Financial instruments in level 1
The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is
regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or
regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market
Annual Report 2021 Saga Pure ASA
39
price used for financial assets held by the group is the current bid price. These instruments are included in Level 1. Instruments included in
Level 1 comprise primarily OSE, Euronext Expand, Euronext Growth, DAX and FTSE 100 equity investments classified as trading securities or
available for sale.
(b) Financial instruments in level 2
The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by
using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as
possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in
level 2.
If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. Specific valuation
techniques used to value financial instruments include:
• Quoted market prices or dealer quotes for similar instruments;
• Other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments.
Note 17 – Non-Current Financial Investments
As at year end the Group held the following non-current financial instruments carried at fair value in the statement of financial position:
NOK 1000
31 Dec 2021
31 Dec 2020
At 1 January
276 447
215 343
Additions*
155 031
62 551
Unrealized gain/(loss)
89 184
205 539
Disposals
-302 346
-206 987
At 31 December
218 316
276 447
Less non-current portion
-218 316
-276 447
Current portion
-
-
Fair value hierarchy
31 Dec 2021
31 Dec 2020
Listed shares
Level 1
118 246
276 447
Non-listed shares
Level 2**
100 070
-
Total
218 316
276 447
*The Groups investment through private placement in Horisont Energi, as announced 30 December 2020, is reflected in the financial
statement of 2021. Although the allocation was disclosed in 2020, the placement was not completed until January 2021. Horisont Energi is a
carbon tech company engaged in blue hydrogen and ammonia, as well as CO₂ handling.
** Level 2 includes recent equity-offerings.
Non-current financial investments include the following:
Equity securities
2021
2020
Horisont Energi AS, market price
115 309
-
Heimdall Power AS, transactions between independent parties
95 070
-
Vistin Pharma ASA, market price
-
39 861
Everfuel AS, market price
-
225 000
Other, market price/ transactions between independent parties
7 937
11 586
All the non-current financial investments shown above are denominated in NOK and are measured at fair value as of year-end.
Annual Report 2021 Saga Pure ASA
40
Note 18 – Restricted Cash
The Group had NOK 85 million as short-term restricted cash as per end of 2020. The cash relates to the net cash of the private placement of 30
million shares at 2.9 NOK per shares, as registered on 30 December 2020. The cash was released from the deposited account on 4 January
2021.
Note 19 – Option and Share Program
An equity settled option and share program was initiated in 2020 towards certain key employees. During 2021, new employees were included
in the program. Total cost for the option in 2021 was NOK 1.1 million, whereof 2.3 million in income from reduction of social security reserves.
The current vesting periods of the program is ending in the period between 19 April 2022 and 11 June 2024. At initial recognition, the fair
value of the options, as estimated by the Black-Scholes model, are straight-lined through the vesting period as General administrative expenses
with corresponding entry against other paid in equity. Since the options are equity settled, no subsequent measurement is required under
IFRS.
Expenses recognised for employee service received during the year:
NOK 1000
2021
2020
Expenses arising from equity-settled share-based payment transactions
3 456
222
Social security reserves for equity-settled share-based payment transactions*
-2 343
5 922
Total expense arising from share-based payment transactions
1 113
6 144
*Social security expenses are accrued for if the options are in the money, and the accrual for social security expenses will be updated quarterly, based on
development in the share price. An increase in share price, will increase the value of the options, hence increase the social security expenses, whereas a decrease in
share price will reduce the reserves, creating an income.
Input parameters for Black-Scholes option pricing model as applied for options granted in 2021:
19.02.21
01.06.21
12.06.21
Number of options granted (thousands)
1,000/1,000/1,000
1,000/1,000/1,000
1,000/1,000/1,000
Fair value at measurement date
0.93/0.73/0.65
0.72/0.56/0.51
0.72/0.56/0.51
Share price (spot) at grant date
3.52
3.12
3.12
Strike price (initial – ex dividends)
5.50/7.50/10.00
5.50/7.50/10.00
5.50/7.50/10.00
First exercise (months)*
18/24/36
18/24/36
18/24/36
Expiry (months)
54/60/72
42/48/60
42/48/60
Expected annualized volatility (weighted average of peer
group)
47 %
47 %
47 %
Asset drift (risk free interest rate)
1.0 %
1.0 %
1.0 %
Expected dividends
Not applicable
Not applicable
Not applicable
*The right to exercise the stock options is subject to that the employment agreement have not been terminated at time of exercise.
Movements during the year:
2021
2021
2020
2020
Number
WAEP
Number
WAEP
Outstanding on 1 January
18 000 000
1.90*
-
-
Granted during the year
9 000 000
7.57*
18 000 000
2.00
Forfeited during the year
-
-
-
-
Exercised during the year
-
-
-
-
Expired during the year
-
-
-
-
Outstanding on 31 December
27 000 000
3.79*
18 000 000
2.00
Exercisable on 31 December
-
-
-
-
*After adjustment of NOK 0.10 for distributed dividends in 2021.
The weighted average remaining vesting period for the options outstanding on 31 December was 1.14 years.
The weighted average remaining contractual life for the options outstanding on 31 December was 3.48 years.
The range of exercise price for the options outstanding on 31 December was 1.40 to 9.90 with a weighted average of 3.79.
In January 2022, adjustments were made to options granted in 2021, regarding both strike price and distribution of shares in the different
vesting spans. References are made to note 21 for additional information.
Annual Report 2021 Saga Pure ASA
41
Note 20 – Dividends Paid and Proposed
The group has during 2021 distributed dividend of NOK 0.10 per share during the year, totalling 47.9. The board of Directors has decided not
to distribute any dividends in 2022 based on the financial year of 2021. However, dividends of NOK 0.10 per share, totalling MNOK 47.9 has
been distributed in 2022, in accordance with the authorization as granted by the Annual General Meeting. See note 21 for further information.
Note 21 – Subsequent Events
9 January, the Board of directors granted 3,000,000 share options to an employee. The vesting period for the options range from 6 months to
24 months. The options are distributed as follows:
Options
Vesting from 01.01.22
Strike NOK
1 500 000
6 months
4.00
750 000
24 months
5.00
750 000
36 months
6.00
Subsequent to this allocation, the employee was reassigned to a key position in a related company. The first 1,500,000 options is kept by the
employee, and are considered fully vested in first quarter of 2022, and will lapse in June 2024. The residual 1,500,000 options are cancelled.
Further, the Board of directors amended the strike and vesting-period for 9,000,000 of the previous granted share options. The amendments
were as follows:
Initial distribution of
options
New distribution of
options
Vesting
(from initial grant)
Initial strike
NOK
Amended strike
NOK
3 000 000
4 500 000
18 months
5.50
4.00
3 000 000
2 250 000
24 months
7.50
5.00
3 000 000
2 250 000
36 months
10.00
6.00
21 January, the associated company Hyon AS, announced the successful private placement of NOK 50 million, and the intention to apply for
listing at Euronext Growth. The Group did not participate in the placement, and the ownership was thereby diluted from 28.7 % to 17.6 %.
9 February, the associated company Bergen Carbon Solution (BCS) successfully completed a private placement of 4,629,629 shares at a share
price of NOK 54.00. Saga was allocated 462,962 shares, bringing its total ownership to 9,416,962 shares corresponding to 22.44 %, pending
subsequent offerings in BCS.
14 February, the associated company Hyon AS was listed on Euronext Growth.
Based on the financial performance of second half of 2021, the Board of Directors passed a resolution on the 15 February to distribute
dividend of NOK 0.10 per share, total NOK 47.9 million. The resolution was based on the Board of Directors authorization to resolute dividend
as granted by the Annual General Meeting and will be distributed to the shareholders without unnecessary delay. Total dividends over the last
12 months are thereby NOK 0.20 per share.
The Ukraine-conflict escalated in February and March 2022. Although this has no direct to the Group, the increased uncertainty and volatility
in the global economy will have an indirect impact. The magnitude and duration of this, is not possible to predict.
Annual Report 2021 Saga Pure ASA
42
We confirm, to the best of our knowledge, that the financial statements for the period from 1 January 2021 to 31 December 2021 have been
prepared in accordance with the applicable accounting standards and give a true and fair view of the Group and the Company’s consolidated
assets, liabilities, financial position and results of operations. Furthermore, we confirm that the Report of the Board provides a true and fair
view of the development and performance of the business and the position of the Group and the Company, together with a description of the
key risks and uncertainty factors that the Group is facing.
Oslo, 21 April 2022
The Board of Directors
Øystein Stray Spetalen
Board Member
Martin Nes
Chairman
Yvonne Litsheim Sandvold
Board Member
Christine Spiten
Board Member
Bjørn Simonsen
CEO
RESPONSIBILITY STATEMENT
Annual Report 2021 Saga Pure ASA
43
Annual Report 2021 Saga Pure ASA
44
For the period 01.01.2021 – 31.12.2021
NOK 1000
Note
2021
2020
Operating income
Net gain on financial assets
388 602
38 077
Other income
687
Total operating income
389 289
38 077
Operating expenses
Employee benefit expenses
2
22 179
6 368
Other operating expenses
2
13 725
6 793
Depreciation
16
24
Total operating expenses
35 919
13 185
Net operating profit/loss (-)
353 370
24 891
Financial income/expenses (-)
Interest income
2 620
813
Interest expense
-7
-2
Net foreign exchange gain/loss (-)
-522
16
Other financial income/expenses (-)
-
-
Net financial income/expenses (-)
2 091
827
Net profit before tax
355 461
25 719
Taxes
6
-
-
Net profit/loss (-) for the year
355 461
25 719
Attributable to
Accumulated losses
355 461
25 719
PARENT COMPANY INCOME STATEMENT
Annual Report 2021 Saga Pure ASA
45
At 31.12.2021
NOK 1000
Note
31 Dec 2021
31 Dec 2020
ASSETS
Non-current assets
Fixed assets
4
-
16
Shares and other financial assets
9
129 033
67 138
Shares in subsidiaries
5
40
-
Associated companies
10
90 359
30 003
Total non-current assets
219 433
97 157
Current assets
Intercompany receivables
1
-
Other current assets
2 726
385
Trade receivables
30
-
Market shares
36 931
-
Restricted cash
-
85 000
Cash and equivalents
3
778 085
391 113
Total current assets
817 773
476 497
Total assets
1 037 206
573 654
EQUITY AND LIABILITIES
Equity
Share capital
7
4 789
4 391
Other paid in equity
7
1 163 906
1 062 197
Total paid-in-capital
1 168 695
1 066 589
Accumulated losses
7
-142 149
-497 611
Total equity
1 026 546
568 978
LIABILITIES
Non-current liabilities
Other non-current liabilities
3 579
-
Total non-current liabilities
3 579
-
Current liabilities
Trade and other payables
1 022
229
Public duties payable
2 010
1 514
Other current liabilities
4 049
2 933
Total current liabilities
7 082
4 676
Total liabilities
10 660
4 676
Total equites and liabilities
1 037 206
573 654
Oslo, 21 April 2022
The Board of Directors
Øystein Stray Spetalen
Board Member
Martin Nes
Chairman
Yvonne Litsheim Sandvold
Board Member
Christine Spiten
Board Member
Bjørn Simonsen
CEO
PARENT COMPANY STATEMENT OF FINANCIAL
POSITION
Annual Report 2021 Saga Pure ASA
46
For the period 01.01.2021 – 31.12.2021
NOK 1000
Note
2021
2020
Profit before tax
355 461
25 719
Depreciation
16
24
Option and share program
7 257
-
Loss/gain on sale financial asset (-)
-388 601
-38 077
Income tax paid
6
-
-
Increase/decrease receivables and prepayments
-373
-40
Increase/decrease payables and accruals
2 405
67
Net cash flow from operating activities
-23 835
-12 307
Investment in Financial assets non-current
9
-155 031
-62 551
Divestment in Financial assets non-current
9
352 833
175 701
Dividends from Financial assets non-current
-
2 285
Net divestment/investment trading (-)
-40 412
40 797
Investment in associates
-75 569
-30 003
Divestment in associates
147 598
-
Dividends from subsidiaries
-
2 958
Divestment in subsidiaries
-
38 271
Investment in subsidiaries
-40
-
Loan to investments
-2 000
340
Net cash flow from investing activities
227 379
167 798
Share issue net of cost
231 316
212 502
Dividends and repayment of shareholders
-47 888
-53 230
Net cash flow from financing activities
183 428
159 272
Net change in cash and cash equivalents
386 972
314 763
Cash and equivalents at beginning of period
391 113
76 350
Net foreign exchange differences (unrealised)
-
-
Cash and equivalent at end of period
778 085
391 113
PARENT COMPANY CASH FLOW STATEMENT
Annual Report 2021 Saga Pure ASA
47
Note 1 – Accounting Policies
General
The financial statements are presented in accordance with the Norwegian Accounting Act and Norwegian general accepted accounting
principles in Norway (NGAAP). The accompanying notes are an integral part of the financial statements. The parent company accounts are
presented in NOK which also is the functional currency for the parent company.
Estimates
The management has used estimates and assumptions that may have effect on revenues, costs and the valuation of assets and liabilities in the
reporting of the annual financial statements. These assumptions are in accordance with generally accepted accounting policies in Norway.
Currency
Transactions in foreign currencies are recorded at the exchange rate in effect at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are retranslated at the exchange rate at the financial position date. Realized currency exchange gains or
losses are recorded at the time of payment and recognised as financial income/expense. Non-monetary items that are measured at historical
cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions.
Measurement of revenues and costs
Revenues are recognized as they are earned. Cost is recognized in the same reporting period as the corresponding revenues.
Classification and evaluation of balance sheet items
Current assets and short-term liabilities consist of items due for payment within a year after establishment. Other items are recognized as
long-term assets or liabilities. Current assets are valued at the lowest of acquisition value or fair value. Short-term liabilities are recorded at
the nominal value at the time of establishment. Non-current assets are valued to the value at the time of acquisition less accumulated
depreciation. Long-term loans are valued at nominal value at the time of establishment.
Receivables
Receivables are recorded in the balance sheet at nominal value less provision for doubtful accounts. Provisions for doubtful accounts are based
on an individual assessment of the different receivables.
Taxes
The income tax in the profit and loss statement consists of taxes payable and changes in deferred taxes. Deferred tax and deferred tax benefit is
calculated based on temporary differences between tax bases of assets and liabilities and their carrying amount for financial reporting
purposes, and is based on nominal values. Net deferred tax benefit is recorded in the balance sheet only in the event that it is probable that is
can be utilized in the foreseeable future. Taxes payable and deferred taxes are recorded directly in equity in the event that the tax items are
related to equity transactions.
Shares in subsidiaries
Investments in shares in subsidiaries are accounted for using the cost-method in the statutory accounts. An impairment loss is recognized if
the fair value is lower than book value and this is viewed as non-temporary. The impairment loss is reversed to the degree that the fair value
improve, and that the improvement is not assumed to be of a short-term nature.
Dividends, Group contribution and other distributions are recognized in the same year as they are recognized in the subsidiary’s financial
statement. If dividends / Group contribution exceeds withheld profits after acquisition, the excess amount represents repayment of invested
capital, and the distribution will be deducted from the recognized value of the acquisition in the balance sheet for the parent company.
NOTES TO THE PARENT COMPANY FINANCIAL
STATEMENT
Annual Report 2021 Saga Pure ASA
48
Investments in associates
Investments in shares in associates are accounted for using the cost-method in the statutory accounts. An impairment loss is recognized if the
fair value is lower than book value and this is viewed as non-temporary. The impairment loss is reversed to the degree that the fair value
improve, and that the improvement is not assumed to be of a short-term nature.
Investments in other non-current shares
Investments s in other shares non-current are accounted for using the cost-method in the statutory accounts an impairment loss is recognized
if the fair value is lower than book value and this is viewed as non-temporary. The impairment loss is reversed to the degree that the fair value
improve, and that the improvement is not assumed to be of a short-term nature.
Investments in other current shares
Investments s in other current shares, that are part of the trading portfolio and considered to be adequate marketable, are valued at fair value
through profit and loss.
Pensions
The company is obligated to have an occupational pension plan. The company meets the requirements for an occupational pension plan in
accordance with the Norwegian law on required occupational pensions.
Share-based compensation plans
The Company initiated a share-based compensation plan in 2020 towards certain key employees. The share-based compensation plan is
equity-settled; hence no reserves has been made in the statutory accounts, except for reserves for social securities.
Cash, cash-equivalents and cash flow statement
Cash and cash-equivalents include cash, bank deposits and other short deposits that are repayable on demand. The cash flow statement is
prepared using the indirect method. Restricted bank deposits related to the operations are included in cash equivalents.
Note 2 – Specification of Expenses
The expenses for the financial years are specified below:
NOK 1000
2021
2020
Employee benefit expenses
Salaries
12 148
5 156
Options
7 257
-
Board fees
751
380
Social security costs
1 777
755
Pension expenses
155
43
Other personal expenses
90
34
Total employee benefit expenses
22 179
6 368
Number of employees
7
4
Other operating expenses
Consultancy fees
4 860
3 648
Other operating expenses
8 865
3 146
Total other operating expenses
13 725
6 793
Annual Report 2021 Saga Pure ASA
49
Fees to the Group’s auditors are included in administration expenses.
NOK 1000
2021
2020
Audit fees including VAT
Audit services
632
366
Other attestation services
78
58
Tax services
-
-
Other non-audit services
88
19
Total
798
443
Remuneration to the Board of Directors and executive management for the period 01.01.21 – 31.12.21
2021
NOK 1000
Name
Position
Salary and
bonus
Vesting options
Other benefit
Pension cost
Director’s fee
Bjørn Simonsen
CEO
2 029
1 111
13
28
-
Espen Lundaas
CFO
2 518
-
9
-
-
Martin Nes
Chairman
-
-
-
-
205
Øystein Stray Spetalen
Board member
-
-
-
-
159
Yvonne Litsheim Sandvold
Board member
-
-
-
-
159
Christine Spiten
Board member***
-
-
-
-
145
Total remuneration
4 547
1 111
30
42
668
2020
NOK 1000
Name
Position
Salary and
bonus
Vesting options
Other benefit
Pension cost
Director’s fee
Bjørn Simonsen
CEO*
181
222
-
-
-
Espen Lundaas
CEO/CFO*
2 118
-
-
-
-
Tore Jakob Berg
CFO/CAO*
1 274
-
-
-
-
Martin Nes
Chairman
-
-
-
-
140
Øystein Stray Spetalen
Board member
-
-
-
-
100
Kristin Hellebust
Board member**
-
-
-
-
40
Yvonne Litsheim Sandvold
Board member
-
-
-
-
100
Total remuneration
3 574
222
-
-
380
*In December 2020, Bjørn Simonsen was hired as CEO. As of that date Espen Lundaas altered from CEO to CFO, while Tore Jakob Berg altered from CFO to Chief
Accounting Officer (CAO).
** Kristin Hellebust left the Board in May 2020.
*** Christine Spiten joined the Board in February 2021
The Company had no outstanding loans or guarantees in favour of any member of the Board of Directors or company management in 2021.
Guidelines for determining salaries and other compensation for company management
In accordance with the regulations in paragraph 6-16a in the Norwegian Public Limited Companies Act, the Board of Directors has established
a statement regarding remuneration. The focus of the company is to hire qualified managers and to pay according to the market. Salary and
remuneration of the CEO and CFO is determined by the Board of Directors, and payments to other employees are determined by the CEO
according to guidelines from the Board of Directors.
Saga Pure’s compensation schemes include only a limited number of benefits in kind. These benefits are offered in line with what is common
practice in international labour markets and typically include personal communication equipment, access to media, and car and parking
arrangements.
The CFO of Saga Pure ASA has no set bonus scheme. A bonus of TNOK 1,000 to the CFO has been granted for the year 2021. The senior
executive has a mutual three months termination period, and no contractual agreements for severance compensation in case of termination of
employment except for salary through the termination period. The “Statement on the determination salary and other remuneration for senior
executives” will be presented at the annual general meeting and made available on the Company’s webpage.
Stock options program to Board members and Company employees
The Company had issued 28,000,000 stock options, with an authorization to the board to issue further 20,000,000 stock option as of 31
December 2021. References are made to note 12 regarding subsequent events.
Annual Report 2021 Saga Pure ASA
50
Note 3 – Cash and Cash Equivalents
The Company’s cash and cash equivalents are denominated in the following currencies:
NOK 1000
31 Dec 2021
31 Dec 2020
US Dollars*
-18 857
134
GB Pounds
479
-
Euro
546
-
Norwegian kroner
795 917
390 978
Total cash and cash equivalents
778 085
391 113
Restricted cash
Employee tax accounts
1 505
1 135
*The USD account is part of a multi-currency arrangement with a net deposit.
Interest income is earned at floating interest rates. Restricted cash consists of salary related tax.
Annual Report 2021 Saga Pure ASA
51
Note 4 – Related Parties
Remuneration to executives is disclosed in note 2.
Company is sharing office locations for its head office with Ferncliff Holding AS, the holding company of a board member, and the Company's
largest shareholder. Transactions with related parties during 2021 are limited to office rent including mutual costs, deliverance of strategic
management services, and services rendered regarding support for financial reporting.
All transactions with related parties have been made on an arm's length basis and are settled on a regular basis. Goods and/or services
purchased from related parties have been priced at industry standard rates. Transactions with related parties are specified below:
Related Party Transactions
2021
Sales to related
parties
Purchase from
related parties
Amounts owed
by related
parties
Amounts owed
to related
parties
NOK 1000
Tycoon Industrier AS*
-
2 936
-
710
Ferncliff Holding AS*
-
3 250
-
-
Total
-
6 186
-
710
2020
NOK 1000
Sales to related parties
Purchase to related
parties
Amount owed by
related parties
Amount owed to
related parties
Tycoon Industrier AS*
38 271
1 235
-
-
Ferncliff Holding AS *
-
3 000
250
-
Ferncliff TIH AS*
-
-
-
41
Total
38 271
4 235
250
41
* Entities directly or indirectly controlled by the Company’s largest shareholder Øystein Stray Spetalen, which also is represented in the Board
of Director’s.
As part of the Company’s strategy change in the second half of 2020, the Company disposed of the Vallhall business to Tycoon Industries AS for
an amount of NOK 38 million. The transaction price was considered to be on arms lengths principles, which also was supported by a fairness
opinion provided by a reputable independent company, and subsequently approved by an extraordinary general meeting in the Company.
Note 5 - Investments in Subsidiaries
The consolidated financial statements include the financial statements of Saga Pure ASA and its subsidiaries listed in the table below:
NOK 1000
Country of
incorporatio
n
Ownership/
voting rights
Consolidated
in the Group
financial
statement
from
Share capital/
partner capital
Net book value
31 December
2021
Net book value
31 December
2020
Saga Opportunities AS
Norway
100.0%
2021
30
40
N/A
Total
30
40
-
All other subsidiaries were disposed of in September 2020.
Annual Report 2021 Saga Pure ASA
52
Note 6 – Income Tax
NOK 1000
2021
2020
Current tax expense
-
-
Deferred tax expense
-
-
Tax effect of group contribution
-
-
Tax expense
-
-
Reconciliation of tax expense
Net income before tax
355 461
25 719
Tax expense based on nominal tax rate 22%
78 201
5 658
Tax effect of permanent differences
-83 338
-7 914
Net recognized deferred tax assets
11 137
2 256
Tax expense
-
-
Reconciliation of deferred tax (-)/deferred tax assets
Tangible assets
-
-2
Payables
-787
-
Net tax loss carried forward*
26 353
16 001
Net deferred tax assets
25 565
15 999
Net deferred tax assets not recognized
-25 545
-15 999
Deferred tax (-)/deferred tax assets in the balance sheet
-
-
Tax payable
-
-
Current tax expense
-
-
Deferred tax expense
-
-
Tax payable
-
-
* Net tax loss carried forward is available indefinitely for offset against future taxable profits.
Permanent differences are to great extent related to the tax exemption for gain on certain financial assets.
Note 7 – Issued Capital and Shareholders
Issued capital
NOK 1000
Number of
shares issues
Number of
outstanding
shares
Share capital
Other equity
Accumulated
losses
Total
Equity per 1 January 2020
266 149 831
266 149 831
2 661
819 655
-523 329
298 987
Net profit/loss (-) for the year 2020
-
-
25 719
25 719
Dividends
-
-53 230
-
-53 230
Share issue
173 000 000
173 000 000
1 730
301 370
-
303 100
Share issue costs
-
-5 597
-
-5 597
Equity per 1 January 2021
439 149 831
439 149 831
4 391
1 062 197
-497 611
568 978
Net profit/loss (-) for the year 2021
-
-
355 461
355 461
Share option program
-
3 678
-
3 678
Dividends
-
-47 888
-
-47 888
Share issue
39 728 592
39 728 592
397
148 610
-
149 007
Share issue costs
-
-2 691
-
-2 691
Equity per 31 December 2021
478 878 423
478 878 423
4 789
1 163 906
-142 149
1 026 546
All issued shares have a nominal value of NOK 0.01 and are of equal rights. Saga Pure ASA is incorporated in Norway, listed on Euronext Oslo
(Oslo Børs), and the share capital is denominated in NOK.
Board authorizations
Power of attorney to increase the share capital through issuance of new shares
The Board held as per 31 December 2021 authorization to issue up to 239,439,211 new shares, The authorization may be utilised on one or
several occasions.
Annual Report 2021 Saga Pure ASA
53
Power of attorney to repurchase own shares
The Board held authorization to repurchase own shares as per 31 December 2021 limited to 47,887,842 shares.
Authorization to raise convertible loans
The Board held no authorization to raise convertible bonds as per 31 December 2021.
Stock option arrangements
The Company had issued 27,000,000 stock options, with an authorization to the board to issue further 20,000,000 stock option as of 31
December 2021. References are made to note 11 regarding subsequent events.
As of 31 December 2021, the Company had 9,520 shareholders.
Overview of the largest shareholders as per 31 December 2021
Name
Shares
Of total shares
1
*ØYSTEIN STRAY SPETALEN
172 841 799
36,09 %
2
*TYCOON INDUSTRIER AS
28 550 000
5,96 %
3
**SIMONSEN INVEST AS
20 000 000
4,18 %
4
CLEARSTREAM BANKING S.A.
17 499 512
3,65 %
5
DALLAS ASSET MANAGEMENT AS
9 187 461
1,92 %
6
NORDNET LIVSFORSIKRING AS
5 807 390
1,21 %
7
OLA STORMYR HOLDING AS
5 760 413
1,20 %
8
ATLE SANDVIK PEDERSEN
5 100 000
1,06 %
9
MELCHER HOLDING AS
4 400 000
0,92 %
10
Nordnet Bank AB
3 880 584
0,81 %
11
FRØILAND INVEST AS
3 454 554
0,72 %
12
KVANTIA AS
3 045 000
0,64 %
13
SPAR KAPITAL INVESTOR AS
2 515 016
0,53 %
14
*HANEKAMB INVEST AS
2 300 000
0,48 %
15
**EL INVESTMENT AS
2 300 000
0,48 %
16
HEGE BAKKEN
2 211 580
0,46 %
17
SVEIN ERIK LARSEN AS
2 058 283
0,43 %
18
BJØRN HÅVARD BRÆNDEN
2 005 988
0,42 %
19
ROY HAGEN
2 000 000
0,42 %
20
TONOR HOLDING AS
1 805 000
0,38 %
Total
296 722 580
61,96 %
Total outstanding shares
478 878 423
100,00 %
* Board members
** Management
Annual Report 2021 Saga Pure ASA
54
Shares owned by the Board, Management and their Related Parties
2021
# of Shares
Board of Directors
Martin Nes
(1)
(Chairman)
2 300 000
Øystein Stray Spetalen
(2)
201 391 799
Yvonne Litsheim Sandvold
(3)
1 082 000
Group Management
Bjørn Simonsen
(4)
, CEO
20 000 000
Espen Lundaas
(5)
, CFO
2 300 000
Total number of shares held by Board members, Group management and related parties
227 073 799
Total number of shares held by Board members, Group management and related parties in % of total
outstanding shares
47.42 %
2020
# of Shares
Board of Directors
Martin Nes
(1)
(Chairman)
2 000 000
Øystein Stray Spetalen
(2)
198 391 799
Yvonne Litsheim Sandvold
(3)
1 082 000
Group Management
Bjørn Simonsen
(4)
, CEO from Dec 2020
17 618 667
Espen Lundaas
(5)
, CEO/CFO from Dec 2020
2 000 000
Tore Jakob Berg, CFO/CAO from Dec 2020
500 000
Total number of shares held by Board members, Group management and related parties
221 592 466
Total number of shares held by Board members, Group management and related parties in % of total
outstanding shares
50.46 %
(1)
Holdings through Hanekamb Invest AS
(2)
Including holdings through Tycoon Industrier AS
(3)
Holdings through Yls Næringseiendom AS
(4)
Holdings through Simonsen Invest AS
(5)
Holdings through El Investment AS.
Shares and stock options by Board members and Group management
The CEO holds 15,000,000 stock options rights under vesting. Other non-managerial employees holds 12,000,000 stock option rights under
vesting. References are made to note 11 regarding subsequent events.
Note 8 –Risks
The risk exposure of Saga Pure ASA is considered to be similar as the risks described for the Saga Pure Group. References are made to note 15
in the Saga Pure Group consolidated accounts. The sensitivity analysis for the equity instruments in the consolidated accounts will not be
applicable to the Company's accounts, due to differences in accounting principles.
Annual Report 2021 Saga Pure ASA
55
Note 9 – Shares and Other Financial Assets
NOK 1000
2021
2020
On 1 January
67 138
172 626
Addition
154 598
62 551
Disposals
-92 702
-168 039
On 31 December
129 033
67 138
Shares and other financial assets include the following
NOK 1000
2021
2020
Listed shares
39 433
67 138
Non-listed shares
89 600
-
Total
129 033
67 138
The financial assets are denominated in NOK and are measured at cost.
Note 10 – Associates
NOK 1000
2021
Bergen Carbon
Solutions AS
IC Technology AS
Hyon AS
TOTAL
On 1 January 2021
30 003
-
-
30 003
Acquisitions in 2021
44 997
30 000
572
75 569
Disposals in 2021
-15 213
-
-
-15 213
On 31 December 2021
59 787
30 000
572
90 359
NOK 1000
2020
Bergen Carbon Solutions AS
On 1 January 2020
-
Acquisition 21,43% December 2020
30 003
On 31 December 2020
30 003
NOK 1000
31 December 2021
Name
Country of
incorporation
Assets
Liabilities
Revenues*
Profit*
% of interest
held
Bergen Carbon Solution AS
Norway
122 547
4 269
874
-30 732
23.98 %
IC Technology AS
Norway
29 917
1 639
840
-4 347
32.61%
Hyon AS
Norway
1 662
3 574
-
-4 036
28.67%
NOK 1000
31 December 2020
Name
Country of
incorporation
Assets
Liabilities
Revenues*
Profit*
% of interest
held
Bergen Carbon Solution AS
Norway
43 697
4 850
-
-
21.43 %
* Revenues and profit are measured as from time of acquisition. Bergen Carbon Solution AS as of 31.12.20. IC Technology AS as of 31.03.21 and Hyon AS as of
30.06.21
Note 11 – Subsequent Events
References are made to note 21 Subsequent Events in the Group financial statements, as the same events will apply here.
Statsautoriserte revisorer
Ernst & Young AS
Dronning Eufemias gate 6a, 0191 Oslo
Postboks 1156 Sentrum, 0107 Oslo
Foretaksregisteret: NO 976 389 387 MVA
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www.ey.no
Medlemmer av Den norske Revisorforening
A member firm of Ernst & Young Global Limited
INDEPENDENT AUDITOR'S REPORT
To the Annual Shareholders' Meeting of Saga Pure ASA
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Saga Pure ASA (the Company) which comprise the financial
statements of the Company and the consolidated financial statements of the Company and its
subsidiaries (the Group). The financial statements of the Company comprise the statement of financial
position as at 31 December 2021 and the income statement and cash flow statement for the year then
ended and notes to the financial statements, including a summary of significant accounting policies. The
consolidated financial statements of the Group comprise the statement of financial position as at 31
December 2021, the statements of comprehensive income, cash flow and changes in equity for the year
then ended and notes to the financial statements, including a summary of significant accounting policies.
In our opinion
• the financial statements comply with applicable legal requirements,
• the financial statements give a true and fair view of the financial position of the Company as at 31
December 2021 and its financial performance and cash flows for the year then ended in
accordance with the Norwegian Accounting Act and accounting standards and practices
generally accepted in Norway,
• the consolidated financial statements give a true and fair view of the financial position of the
Group as at 31 December 2021 and its financial performance and cash flows for the year then
ended in accordance with International Financial Reporting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the board of directors.
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 financial statements section of our report. We are independent of the Company and the Group in
accordance with the requirements of the 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.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit
Regulation (537/2014) Article 5.1 have been provided.
We have been the auditor of the Company for 5 years from the election by the extraordinary general
meeting of the shareholders on 21 December 2017 for the accounting year 2017.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements for 2021. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. For each matter below, our description of how our audit addressed the matter is
provided in that context.
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Independent auditor's report - Saga Pure ASA 2021
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We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial
statements section of our report, including in relation to these matters. Accordingly, our audit included the
performance of procedures designed to respond to our assessment of the risks of material misstatement
of the financial statements. The results of our audit procedures, including the procedures performed to
address the matters below, provide the basis for our audit opinion on the financial statements.
Classification of investments in associates
Basis for the key audit matter
As of December 2021, the Group has recorded
investments in associates of NOK 82.5 million in
the consolidated statement of financial position.
The classification and measurement of the
Group’s investments are, among other,
dependent on the evaluation of whether the
Group has significant influence.
We identified the classification of investments in
associates as a key audit matter because auditing
the assessment of significant influence includes a
higher degree of judgment. The judgment was
due to the Group’s ownership in certain
associated companies being close to 20%
throughout 2021. Further, an inappropriate
classification can have a material effect on the
financial statements.
Our audit response
Our audit procedures included, among others,
evaluating management’s assessment of
significant influence in the associated companies
against the requirements within IAS 28, including
economic ownership, purchase option agreement,
shareholder structure and the composition of the
board. We verified the Group’s ownership by
reconciling any share purchases or disposals to
underlying documentation. Furthermore, we
evaluated the initial and subsequent accounting
treatment in accordance with the equity method.
We assessed the adequacy of the Group’s
disclosures around investments in associates.
Refer to note 4 in the consolidated financial
statements.
Other information
Other information consists of the information included in the annual report other than the financial
statements and our auditor’s report thereon. Management (the board of directors and the chief executive
officer) is responsible for the other information. Our opinion on the financial statements does not cover the
other information, and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information,
and, in doing so, consider whether the board of directors’ report, the statement on corporate governance
and the statement on corporate social responsibility contain the information required by applicable legal
requirements and whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information or
that the information required by applicable legal requirements is not included, we are required to report
that fact.
We have nothing to report in this regard, and in our opinion, the board of directors’ report, the statement
on corporate governance and the statement on corporate social responsibility are consistent with the
financial statements and contain the information required by applicable legal requirements.
Responsibilities of management for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements of the
Company in accordance with the Norwegian Accounting Act and accounting standards and practices
generally accepted in Norway and of the consolidated financial statements of the Group in accordance
with International Financial Reporting Standards as adopted by the EU, and for such internal control as
management determines is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
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Independent auditor's report - Saga Pure ASA 2021
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In preparing the financial statements, management is responsible for assessing the Company’s and the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management either intends to liquidate the
Company or the Group, or to cease operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements 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 the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
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 financial statements, whether due to
fraud or error, 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.
• 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 and the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company’s and the Group’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Company and the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group audit.
We remain solely responsible for our audit opinion.
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.
We also provide the board of directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the board of directors, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
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Independent auditor's report - Saga Pure ASA 2021
A member firm of Ernst & Young Global Limited
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirement
Report on compliance with regulation on European Single Electronic Format (ESEF)
Opinion
As part of our audit of the financial statements of Saga Pure ASA we have performed an assurance
engagement to obtain reasonable assurance whether the financial statements included in the annual
report, with the file name 5967007LIEEXZXG0Z404-2021-12-31-en, has been prepared, in all material
respects, in compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815
on the European Single Electronic Format (ESEF Regulation) and regulation given with legal basis in
Section 5-5 of the Norwegian Securities Trading Act, which includes requirements related to the
preparation of the annual report in XHTML format and iXBRL tagging of the consolidated financial
statements.
In our opinion, the financial statements included in the annual report have been prepared, in all material
respects, in compliance with the ESEF Regulation.
Management’s responsibilities
Management is responsible for the preparation of an annual report and iXBRL tagging of the consolidated
financial statements that complies with the ESEF Regulation. This responsibility comprises an adequate
process and such internal control as management determines is necessary to enable the preparation of
an annual report and iXBRL tagging of the consolidated financial statements that is compliant with the
ESEF Regulation.
Auditor’s responsibilities
Our responsibility is to express an opinion on whether, in all material respects, the financial statements
included in the annual report have been prepared in accordance with the ESEF Regulation based on the
evidence we have obtained. We conducted our engagement in accordance with the International
Standard for Assurance Engagements (ISAE) 3000 – “Assurance engagements other than audits or
reviews of historical financial information”. The standard requires us to plan and perform procedures to
obtain reasonable assurance that the financial statements included in the annual report have been
prepared in accordance with the ESEF Regulation.
As part of our work, we performed procedures to obtain an understanding of the company’s processes for
preparing its annual report in XHTML format. We evaluated the completeness and accuracy of the iXBRL
tagging and assessed management’s use of judgement. Our work comprised reconciliation of the iXBRL
tagged data with the audited financial statements in human-readable format. We believe that the
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Oslo, 21 April 2022
ERNST & YOUNG AS
The auditor's report is signed electronically
Jon-Michael Grefsrød
State Authorised Public Accountant (Norway)
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Annual Report 2021 Saga Pure ASA
57
Title: Saga Pure Annual Report
Saga Pure ASA
Published date:
22 April 2022
info@sagapure.com
Sjølyst plass 2
0278, Oslo, Norway
The publication can be downloaded on
sagapure.com