2 Saga Pure ASA
2
2022 Annual Report
BOARD OF DIRECTORS’ REPORT........................................................................................................................................................................................................ 3
CORPORATE GOVERNANCE ................................................................................................................................................................................................................ 6
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ............................................................................................................................................ 14
CONSOLIDATED STATEMENT OF FINANCIAL POSITION ....................................................................................................................................................... 15
CONSOLIDATED CASH FLOW STATEMENT ................................................................................................................................................................................. 17
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ........................................................................................................................................................ 18
NOTES TO CONSOLIDATED FINANCIAL STATEMENT ............................................................................................................................................................. 19
RESPONSIBILITY STATEMENT ............................................................................................................................................................................................................40
PARENT COMPANY INCOME STATEMENT .................................................................................................................................................................................. 42
PARENT COMPANY STATEMENT OF FINANCIAL POSITION ................................................................................................................................................ 43
PARENT COMPANY CASH FLOW STATEMENT ..........................................................................................................................................................................44
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENT ............................................................................................................................................. 45
AUDITOR’S REPORT ............................................................................................................................................................................................................................... 55
Contents
Annual Report 2022 Saga Pure ASA
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Saga Pure is an investment Group which during 2022 broadened its investment
mandate, after two years with focus purely on the renewable space.
2022 HIGHLIGHTS
The Group have during the year realised its
investment Bergen Carbon Solution. The Group
also liquidated its short-term trading portfolio.
During the year it became increasingly difficult to
identify attractive investment opportunities within
the renewable segment. As a consequence of this,
the investment mandate was broadened. The
possibility to invest within other segments will give
the Group more flexibility to deploy its capital.
FINANCIAL RESULTS 2022
(GROUP)
The Group reported a loss before tax for 2022 of
MNOK 23.7 (2021: MNOK 233.7 in profit), and a total
comprehensive income for 2022 of MNOK -23.7 (2021:
MNOK +233.7).
The Group had a gross income for 2022 of MNOK 1.8
(2021: MNOK 136.9).
Total operating expenses for 2022 were MNOK 41.9,
including a net loss on financial investments of
MNOK 3.2 (2021: MNOK 29.8).
Net operating loss (profit) for 2022 was MNOK -27.2
(2021: MNOK +231.6).
Operating profit before interest, taxes,
depreciation, and amortization (EBITDA) for 2022
was MNOK -27.2 (2021: MNOK 231.6). The EBITDA can
be derived as described directly and unadjusted
from the statement of income. Net financial items
for 2022 were NOK 3.5 million (2021: MNOK 2.1).
Basic Earnings per share for 2022 were NOK -0.05
(2021: NOK 0.49), based on the net profit to
shareholders of MNOK -23.7 (2021: MNOK 233.7).
Diluted Earnings per share for 2022 were NOK -0.05
(2021: NOK 0.47).
As of year-end, the Company had 8,505
shareholders and 479,878,423 shares outstanding.
The average number of shares outstanding
throughout the year was 479,482,819. The
Company’s 20 largest shareholders controlled
about 62.02 % of the total number of shares
outstanding at year-end.
LIQUIDITY AND CASH FLOW
The cash balance as of 31 December 2022 was
MNOK 787.1, (2021: MNOK 778.1). The change in cash
over the year was MNOK +9.0 (2021: MNOK +387.0). Of
the change in cash in 2022, MNOK +128.9 was from
the net divestment and MNOK -95.9 distribution of
dividends, corresponding to NOK 0.2 per share.
FINANCIAL POSITION
As of 31 December 2022, the Group’s total assets
amounted to MNOK 1,007.1 (2021: MNOK 1,118.6). Total
equity to shareholders of parent company was
MNOK 996.5 (2021: MNOK 1,107.9).
It is the opinion of the Board of Directors that the
Group is in a sound financial position with an equity
ratio of about 98.9 % (2021: 99.0 %).
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
BOARD OF DIRECTORS’ REPORT
Annual Report 2022 Saga Pure ASA
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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 2022.
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 2022 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.
The Transparency Act was passed by the
Norwegian Parliament with effect from 1. July 2022.
The purpose of this act is to promote Norwegian
enterprises’ respect for fundamental human rights
and decent working conditions in connection with
the production of goods and provision of services
and ensure general public access to information
regarding how enterprises address adverse
impacts on fundamental human rights and decent
working conditions.
The Act requires, amongst other things, the entities
which fall under the act, to carry out Integrity Due
Diligence assessments of its suppliers. The
outcome of this process is to be made public.
The Group is in progress of mapping all its suppliers
in accordance with the OECD Guidelines. The
Groups Transparency Report will be published on
the Groups website in June 2023.
FINANCIAL RESULTS OF
PARENT COMPANY
Saga Pure ASA (the Parent Company) reports a
net profit for 2022 of MNOK 21.6 (2021: net profit
MNOK 355.5).
Gross revenues for 2022 were MNOK 86.8
(2021 MNOK 389.3).
Total operating expenses for 2022 were MNOK 38.7
(2021: MNOK 35.9).
Operating profit before interest, taxes,
depreciation, and amortization (EBITDA) for 2022
was MNOK 48.1 (2021: MNOK 353.4).
Net financial items for 2022 were MNOK -26.5 (2021:
MNOK +2.1).
The Board of Directors proposes that the net profit
for 2022 of MNOK 26.6. is attributed to accumulated
losses.
Annual Report 2022 Saga Pure ASA
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INVESTMENT IN SHARES
The non-current financial investment with fair value
of NOK 101.9 million and current financial
investment with fair value of 0.5 million, were all
made within the renewable space. As per year end
no investment had been made yet in adherence of
the broadened investment mandate.
SUBSEQUENT EVENTS
As announced on the 22 December, Bjørn Simonsen
stepped down as CEO with effect from 15 January
2023. Espen Lundaas has been appointed as
interim CEO. Mr Lundaas previous position as CFO
has been filled by Tore Jakob Berg.
Saga has sold all its shares in Hyon AS , as well as
all other minor investments classified as non-
current financial assets at year end.
As a result of organizational reorganisation,
9,000,000 of the outstanding options has been
forfeited.
References are made to note 19 – Subsequent
events for further information.
GOING CONCERN AND
DIVIDEND
The Group is currently in a sound position with a net
book equity ratio of 98.9 % and surplus liquidity
available.
The Board of Directors and the management has
substantial experience and competence within
general business and financial tasks such as M&A,
transactions, business development, and IPOs.
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.
. 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, 20 April 2023
The Board of Directors
Øystein Stray Spetalen
Board Member
Martin Nes
Chairman
Yvonne Litsheim Sandvold
Board Member
Espen Lundaas
CEO
Annual Report 2022 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.
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 2022 amounted to NOK 996.5 million, and cash of NOK 787.1 million. The Board deems this to be
adequate for the Group’s strategy and risk profile.
CORPORATE GOVERNANCE
Annual Report 2022 Saga Pure ASA
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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 2,384,392.11,
corresponding to 238,439,211 shares which represents approximately 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 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
approximately 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
2022. The authorization is valid until the annual general meeting in 2023. 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 during the period from the annual general meeting in 2022 and until the
date of this Corporate Governance report, and the pre-emptive rights of the shareholders was deviated from.
The background for such deviations was that the issuance was related to call on options issued through the
employee incentive option program.
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 2022 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.
Annual Report 2022 Saga Pure ASA
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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
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 2022 and until the date of this Corporate Governance Report, no general meetings in the Company
have 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
Annual Report 2022 Saga Pure ASA
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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. One 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.
9.3. 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.
9.4. 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.
9.5. 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.
9.6. 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.
9.7. The Board should provide details in the annual report of any Board committees appointed.
9.8. 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.
Annual Report 2022 Saga Pure ASA
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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.
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.
Annual Report 2022 Saga Pure ASA
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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 2022 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 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.
Annual Report 2022 Saga Pure ASA
12
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 2022.
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 2022 Saga Pure ASA
13
Annual Report 2022 Saga Pure ASA
14
For the period 01.01.2022 – 31.12.2022
NOK 1000
Note
2022
Operating income
Gain from financial investments
3
-
Other income
3
1 819
Gross income
1 819
Operating expenses
Employee benefit expenses
5
23 447
Other operating expenses
5
15 269
Depreciation
-
Net loss from financial investments
3
3 161
Total operating expenses
41 877
Share of profit from associates
4
12 840
124 501
Net operating profit/loss (-)
-27 219
Financial income/expenses (-)
Interest income
6 030
Interest expense
-238
Net foreign exchange gain/loss (-)
-2 290
Other financial income/expenses (-)
-
Net financial income/expenses (-)
3 503
Net profit before tax
-23 716
Taxes
10
-
Net profit/loss for the year (-)
-23 716
Items that may be subsequently reclassified to profit or loss
Other comprehensive income
-
Total comprehensive income
-23 716
Basic earnings per share NOK
-0.05
Diluted earnings per share NOK
-0.05
Average number of shares in the period
479 482 819
Number of shares outstanding at period end
479 878 423
The notes on pages 19 to 39 are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
Annual Report 2022 Saga Pure ASA
15
As of 31.12.2022
The notes on pages 19 to 39 are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
NOK 1000
Note
31 Dec 2022
ASSETS
Non-current assets
Associates
4
116 042
Non-current financial investments
14, 16
101 940
Total non-current assets
217 982
Current assets
Trade receivables and other receivables
8
156
Other current assets
7
1 306
Current financial investments
545
Cash and equivalents
6, 14
787 082
Total current assets
789 089
Total assets
1 007 071
Annual Report 2022 Saga Pure ASA
16
As of 31.12.2022
NOK 1000
Note
31 Dec 2022
EQUITY AND LIABILITIES
Equity
Share capital
11
4 799
Other paid in equity
11
1 073 498
Total paid-in-capital
1 078 297
Accumulated losses
-81 840
Total equity
996 457
LIABILITIES
Non-current liabilities
Other non-current liabilities
17
368
Total non-current liabilities
368
Current liabilities
Tax payable
-
Trade and other payables
2 173
Other current liabilities and accruals
9
8 073
Total current liabilities
10 246
Total liabilities
10 614
Total equity and liabilities
1 007 071
The notes on pages 19 to 39 are an integral part of these consolidated financial statements.
Oslo, 20 April 2023
The Board of Directors
Øystein Stray Spetalen
Board Member
Martin Nes
Chairman
Yvonne Litsheim Sandvold
Board Member
Espen Lundaas
CEO
CONSOLIDATED STATEMENT OF FINANCIAL
POSITION (CONTINUED)
Annual Report 2022 Saga Pure ASA
17
For the period 01.01.2022 – 31.12.2022
NOK 1000
Note
2022
Net profit before tax
-23 716
Options and share program
4 902
Profit share from associates
-12 840
Depreciations
-
Net loss/gain from financial investments (-)
3 161
Net divestment/investment trading (-)
26 516
Increase/decrease receivables and prepayments (-)
1 294
Increase/decrease payables and accruals (-)
3 162
Net cash flow from operating activities
2 479
Investment in associates
4
-42 717
Divestment in associates
4
-
Investment in non-current financial assets
16
-38 998
Divestment in non-current financial assets
16
184 073
Net cash flow from investing activities
102 358
Share issue – gross
1 300
Share issue - costs
-1 287
Dividends and repayments to controlling interests
-95 876
Net cash flow from financing activities
-95 863
Net change in cash and cash equivalents
8 975
Cash and equivalents at beginning of period
778 108
Net foreign exchange differences (unrealised)
-
Cash and equivalents at end of period
787 082
The notes on pages 19 to 39 are an integral part of these consolidated financial statements.
CONSOLIDATED CASH FLOW STATEMENT
Annual Report 2022 Saga Pure ASA
18
For year ended 31.12.2022
2022
Paid in capital
Other capital
Total
NOK 1000
Share capital
Other paid in
capital
Accumulated
losses
Equity as of 1 January 2022
4 789
1 161 258
-58 123
1 107 924
Net profit/(-loss)
-
-
-23 716
-23 716
Total comprehensive income
-
-
-23 716
-23 716
Dividends to controlling interests
-
-95 876
-
-95 876
Share issue
10
1 290
-
1 300
Share issue costs
-
-1 287
-
-1 287
Options and share program (note 17)
-
8 113
-
8 113
Equity per ending balance 31 December 2022
4 799
1 073 498
-81 840
996 457
2021
Paid in capital
Other capital
NOK 1000
Share capital
Other paid in
capital
Accumulated
losses
Total
Equity as of 1 January 2021
4 391
1 059 771
-291 798
772 365
Net profit/(-loss)
-
-
233 675
233 675
Total comprehensive income
-
-
233 675
233 675
Dividends to controlling interests
-
-47 888
-
-47 888
Share issue
397
148 610
-
149 007
Share issue costs
-
-2 691
-
-2 691
Options and share program (note 17)
-
3 456
-
3 456
Equity per ending balance 31 December 2021
4 789
1 161 258
-58 123
1 107 924
The notes on pages 19 to 39 are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
Annual Report 2022 Saga Pure ASA
19
Note 1 – Corporate Information
Saga Pure ASA (former “Saga Tankers ASA”) (“the Company”) is a public limited liability company incorporated and
domiciled in Norway. The address of the head office is Sjølyst Plass 2, 0278 Oslo, 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.
In 2021 the listing was transferred to Oslo Børs (the main list).
The consolidated financial statements for the year ended 31 December 2022, were approved by the Board of Directors on
20 April 2023, and will be presented for approval at the Annual General Meeting on 25 May 2023.
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 2022 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.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENT
Annual Report 2022 Saga Pure ASA
20
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.
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 2022 Saga Pure ASA
21
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 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 2022 Saga Pure ASA
22
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 2022 Saga Pure ASA
23
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 2022 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 2022 Saga Pure ASA
24
Note 3 – Operating Segments
Investments are reported as one segment, while the “Other” segment currently consist of consulting services from
internal industry specialists, are monitored separately. Further segmentation might be applied as the business evolves.
Segment information
Investment
Other
Total
NOK 1000
2022
2021
2022
2021
2022
2021
Income
Net gain/loss on investments (-)
-3 161
136 190
-
-
- 3 161
136 190
Other income
-
-
1 819
687
1 819
687
Total income
-3 161
136 190
1 819
687
-1 342
136 877
Operation expenses - excluding loss in investments
38 716
29 796
-
-
38 716
29 796
Net operating profit/loss
-29 038
230 897
1 819
687
-27 219
231 584
Assets
1 007 071
1 118 586
-
-
1 007 071
1 118 586
Liabilities
10 614
10 622
-
-
10 614
10 622
There has not been any transaction across the different segments.
Annual Report 2022 Saga Pure ASA
25
Note 4 – Investment in Associates
Total associates
At year end, the Group had Heimdall Power as associated investment. The Group made its initial investment in Heimdall
Power in 2021 and acquired additional shares in the company in august 2022, reaching a total ownership of 22.05%
During the year the Group disposed of all its shares in Bergen Carbon Solutions.
Hyon conducted an equity issue related to its listing In January. Through this process the Groups ownership in Hyon was
diluted below significant influence.
IC Technology failed to raise new equity. The company is in the process of seeking debt arrangement with its creditors. It
is not anticipated any dividends for the shareholders, therefor the associate has been written off in 2022.
NOK 1000
Profit 2022
Profit 2021
Carrying value 2022
Carrying value 2021
Total associates
Heimdall Power
-3 945
-
116 042
-
Bergen Carbon
Solution
22 435
126 491
-
53 893
IC Technology
-28 583
-1 417
-
28 583
Hyon
22 932
-572
-
-
Total
12 839
124 501
116 042
82 475
Heimdall Power AS
The investment in Heimdall Power was classified as a non-current financial investment, until the Group acquired
additional shares, and gained significant influence in September 2022. The company is developing and distributing
sensors and software for surveillance and management of high-voltage power grids. As a solution, they deliver a
complete system for monitoring the capacity and condition of the power grid.
NOK 1000
31 Dec 2022
At last acquisition
1 September 2022
Carrying value
22.05 %
22.05 %
Current Assets
96 944
118 611
Non-current assets
77 187
71 387
Current liabilities
-33 405
-31 380
Non-current liabilities
-
-
Equity
140 726
158 618
Groups share of equity
31 029
34 973
Technology-based intangible
108 992
108 992
Deferred tax
-23 978
-23 978
Group’s carrying amount of investment
116 042
119 987
NOK 1000
2022
Net profit from associates
Revenues
4 004
Operating expenses
-23 437
Net finance income/(cost)
1 541
Profit before tax
-17 892
Income tax expenses
-
Profit for the year
-17 892
Group’s share of profit for the year (22.05 %)
-3 945
Net profit from investment in associate
-3 945
Annual Report 2022 Saga Pure ASA
26
Bergen Carbon Solutions
As per beginning of 2022, the Group had 23.98% ownership in Bergen Carbon Solutions (BCS). During the year, the Group
has disposed of all shares in BCS, and as of June the investment was no longer assessed to be an associate.
NOK 1000
31 Dec 2022
31 Dec 2021
Carrying value
0 %
23.98 %
Current Assets
-
108 246
Non-current assets
-
14 301
Current liabilities
-
-4 269
Non-current liabilities
-
-
Equity
-
118 278
Groups share of equity
-
28 362
Technology-based intangible
-
32 731
Deferred tax
-
-7 201
Group’s carrying amount of investment
-
53 893
NOK 1000
YTD May 2022
2021
Net profit from associates
Revenues
224
874
Operating expenses
-22 982
-31 687
Net finance income/(cost)
-417
81
Profit before tax
-23 174
-30 732
Income tax expenses
-
-
Profit for the year (per May in 2022)
-23 174
-30 732
Group’s share of profit for the year (per May in 2022)
-5 066
-6 986
Net profit from the Group’s realization of shares
27 502
133 477
Net profit from investment in associate
22 435
126 491
IC Technology AS
The Group has maintained its 32.61% share in IC Technology (ICT) throughout the year. In the fourth quarter of 2022, ICT
failed to raise additional equity. As a consequence of this, the Group has impaired the intangible assets related to this
investment and written of all remaining share of equity in ICT as of fourth quarter. ICT is still an active entity, but because
of the uncertainties related to the way forward, the investment is valued at nil in the Groups consolidated statements.
NOK 1000
31 Dec 2022
31 Dec 2021
Carrying value
32.61 %
32.61 %
Current Assets
N/A
26 362
Non-current assets
N/A
3 555
Current liabilities
N/A
-1 639
Non-current liabilities
N/A
-
Equity
N/A
28 279
Groups share of equity
N/A
9 221
Technology-based intangible
-
24 822
Deferred tax
-
-5 461
Group’s carrying amount of investment
-
28 583
NOK 1000
YTD Sep 2022
2021
Net profit from associates
Revenues
2 925
840
Operating expenses
-21 675
-5 190
Net finance income/(cost)
11
3
Profit before tax
-18 739
-4 347
Income tax expenses
-
-
Profit for the year
-18 739
-4 347
Group’s share of profit for the year (32.61 %)
-6 090
-1 417
Impairment of intangibles net of tax
-19 361
-
Write-off of residual value
-3 132
-
Net profit from investment in associate
-28 583
-1 417
Hyon AS
Annual Report 2022 Saga Pure ASA
27
Hyon was listed for trading on Euronext Growth in February. In connection to the listing, the Group was diluted to an
ownership of 17.64%. It was assessed that the Group no longer held significant influence in Hyon, and the investment was
classified as a financial investment as of February 2022.
NOK 1000
31 Dec2022
At 31 Dec2021
Carrying value
0 %
28.67 %
Current Assets
-
1 642
Non-current assets
-
20
Current liabilities
-
-3 574
Non-current liabilities
-
-
Equity
-
-1 912
Groups share of equity
-
-548
Negative goodwill
-
-
Share of negative goodwill excluded
-
548
Group’s carrying amount of investment
-
-
NOK 1000
Jan 2022
2021
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 reclassification to Financial Investment
22 932
-
Net profit from investment in associate
22 932
-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
2022
2021
Employee benefit expenses
Salaries
15 679
12 867
Social security costs
2 577
1 868
Pension expenses
173
155
Expenses option program
8 113
3 456
Reserves social security option program
-3 211
-2 343
Other personnel expenses
116
32
Total employee benefit expenses
23 447
16 035
Number of man-years
6
6
Other operating expenses
Consultancy fees
7 731
6 938
Travel expenses and membership fees
456
289
Other expenses
7 082
6 518
Total administrative expenses
15 269
13 745
Annual Report 2022 Saga Pure ASA
28
Remuneration to the Board of Directors and executive management – References made to note 19 Subsequent
events
2022
NOK 1000
Name
Position
Salary
Bonus
Vesting options
Other benefit
Pension cost
Director’s fee
Bjørn Simonsen
CEO***
3 578
-
823
12
30
-
Espen Lundaas
CFO
1 587
1 300
-
12
7
-
Martin Nes
Chairman
-
-
-
-
-
250
Øystein Stray Spetalen
Board member
-
-
-
-
-
200
Yvonne Litsheim Sandvold
Board member
-
-
-
-
-
200
Christine Spiten
Board member*
-
-
-
-
-
83
Gøril Andersen
Board member**
-
-
-
-
-
117
Total remuneration
5 165
1 300
823
24
37
850
2021
NOK 1000
Name
Position
Salary
Bonus
Vesting options
Other benefit
Pension cost
Director’s fee
Bjørn Simonsen
CEO
2 029
-
1 111
13
28
-
Espen Lundaas
CFO
1 518
1 000
-
9
-
-
Martin Nes
Chairman
-
-
-
-
-
205
Øystein Stray Spetalen
Board member
-
-
-
-
-
159
Yvonne Litsheim Sandvold
Board member
-
-
-
-
-
159
Christine Spiten
Board member*
-
-
-
-
-
145
Total remuneration
3 548
1 000
1 111
22
28
668
* Christine Spiten joined the Board in February 2021, and left the Board in May 2022
** Gøril Andersen joined the Board in May 2022
*** Including reserves made for six months severance pay. Reference to note 19 subsequent events
The Group had no outstanding loans or guarantees in favour of any member of the Board of Directors or company
management in 2022.
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 2022. Reference
is made to note 17 for further information regarding the equity settled option and share program towards certain key
employees.
Audit Fees
NOK 1000
2022
2021
Audit fees including VAT
Audit services
775
632
Other attestation services
111
78
Tax services
-
-
Other non-audit services
65
88
Total
950
798
Fees to the Group’s auditors are included in administrative expenses.
Annual Report 2022 Saga Pure ASA
29
Note 6 – Cash and Cash Equivalents
The Group's cash and cash equivalents are denominated in the following currencies:
NOK 1000
31 Dec 2022
31 Dec 2021
US Dollars*
416
-18 857
GB Pounds
1
479
Euro
6
546
Norwegian kroner
786 659
795 941
Total cash and cash equivalents
787 082
778 108
*The USD account is part of a multi-currency arrangement with a net deposit.
Restricted cash
Employee tax accounts
1 819
1 505
All cash deposits are held in financial institutions with a long-term credit rating of minimum A+ according to Standard &
Poor’s. Reference is made to note 14 for further information.
Deposits carries floating interest rates.
Note 7 – Other Current Assets
NOK 1000
31 Dec 2022
31 Dec 2021
Other receivables
-
2 014
Prepayments
1 306
54
Unbilled revenue
-
657
Total other current assets
1 306
2 726
Note 8 – Trade Receivables and Other Receivables
The outstanding amount of trade receivables on 31 December 2022 was TNOK 156 (31 December 2021 of TNOK 30).
Note 9 – Other Current Liabilities
NOK 1000
31 Dec 2022
31 Dec 2021
Public duties payable
2 726
2 010
Other current liabilities
5 348
4 126
Total other current liabilities
8 073
6 137
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 2022 Saga Pure ASA
30
Note 10 – Tax
NOK 1000
2022
2021
Current tax expense
-
-
Deferred tax expense
-
-
Tax expense
-
-
Reconciliation of tax expenses
Net profit before tax
-23 716
233 675
Tax expense based on nominal tax rate of 22%
-5 218
51 408
Permanent differences*
-3 308
-61 247
Change in not recognized deferred tax assets
8 526
9 839
Tax expense
-
-
Reconciliation of deferred tax (-)/deferred tax assets
Fixed and other assets
-
-
Payables
-81
-788
Net tax loss carried forward
35 589
26 357
Share in partnership
-
-
Deferred tax assets
35 508
25 570
Net deferred tax assets not recognized
35 508
25 570
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
2022
NOK 1000
Number of shares
Share capital
Other paid in capital
Opening balance 01.01.2022
478 878 423
4 789
1 161 258
Dividends
-95 876
Option and share program
8 113
Share issue
1 000 000
10
3
Ending balance 31.12.2022
479 878 423
4 799
1 073 498
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
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, and the share capital is denominated in NOK.
Annual Report 2022 Saga Pure ASA
31
As of 31 December 2022, the Company had 8,505 shareholders. Per 31 December 2022, The Company’s largest
shareholders are;
Overview of the largest shareholders as per 31 December 2022
Name
Shares
Of total shares
1
ØYSTEIN STRAY SPETALEN
(1)
172 841 799
36.02 %
2
TYCOON INDUSTRIER AS
(1)
28 550 000
5.95 %
3
SIMONSEN INVEST AS
(2)
20 000 000
4.17 %
4
CLEARSTREAM BANKING S.A.
15 778 375
3.29 %
5
DALLAS ASSET MANAGEMENT AS
9 187 461
1.91 %
6
NORDNET LIVSFORSIKRING AS
6 401 423
1.33 %
7
ATLE SANDVIK PEDERSEN
6 050 000
1.26 %
8
MELCHER HOLDING AS
5 800 000
1.21 %
9
OLA STORMYR HOLDING AS
5 510 413
1.15 %
10
FRØILAND INVEST AS
3 454 554
0.72 %
11
KVANTIA AS
3 045 000
0.63 %
12
LØREN HOLDING AS
3 000 000
0.63 %
13
Tonor Holding As
2 830 000
0.59 %
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
NORDA ASA
2 185 611
0.46 %
18
Nordnet Bank AB
2 141 947
0.45 %
19
BJØRN HÅVARD BRÆNDEN
2 050 000
0.43 %
20
SPAR KAPITAL INVESTOR AS
2 000 000
0.42 %
Total
297 638 163
62.02 %
Total outstanding shares
479 878 423
100.00 %
(1)
Board member/controlled by Board member Øystein Stray Spetalen
(2)
Controlled by Bjørn Simonsen, CEO of Saga Pure. Reference note 19 subsequent events
(3)
Controlled by Martin Nes, Chairman of the Board
(4)
Controlled by Espen Lundaas, CFO of Saga Pure. Reference note 19 subsequent events
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 2022 authorization to issue up to 238,439,211 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 2022 limited to 47,887,842 shares.
Authorization to raise convertible loans
The Board held no authorization to raise convertible bonds as per 31 December 2022.
Stock option arrangements
The Company have issued 27,500,000 stock options, with an authorization to the board to issue further 8,000,000 stock
option as of 31 December 2022. References are made to note 19 regarding subsequent events.
Annual Report 2022 Saga Pure ASA
32
Shares owned by the Board, Management, and their Related Parties
2022
# 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
47.32 %
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
47.54 %
(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. Bjørn Simonsen left the Group as of 15. January 2023.
(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 2022.
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. Net
loss will not be attributed to dilutive shares, hence diluted loss per share will be equal to loss per basic shares. Dilutive
shares related to option program for certain employees, see note 17.
Number of shares
NOK 1000
2022
2021
Net profit/(loss) attributable to the shareholders
-23 716
233 675
Number of shares
Weighted average number of ordinary shares outstanding
479 482 819
477 232 424
Weighted average number of shares outstanding, diluted
507 378 423
502 938 468
Number of shares outstanding at period end
479 878 423
478 878 423
NOK per share
Basic diluted earnings/(loss) per share
-0.05
0.49
Diluted earnings/(loss) per share
-0.05
0.47
Annual Report 2022 Saga Pure ASA
33
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.
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
2022
Sales to
related
parties
Purchase
from related
parties
Amounts
owed by
related
parties
Amounts
owed to
related
parties
NOK 1000
Tycoon Industrier AS*
-
3 002
-
812
Ferncliff Holding AS*
-
2 750
-
250
Hyon AS**
1 375
-
-
-
IC Technology AS**
180
-
-
-
Heimdall Power AS**
168
-
-
-
Bergen Carbon Solution AS**
96
-
-
-
Total
1 819
5 752
-
1 062
*
Entities directly or indirectly controlled by the Company’s largest shareholder Øystein Stray Spetalen,
which also is represented in the Board of Director’s.
** Companies that are, or have been – associated companies during 2022
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
Annual Report 2022 Saga Pure ASA
34
Note 14 – Financial Risk Management
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 116.6 million (2021: NOK 255.2 million).
On 31 December 2022, 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
2022
2021
Oslo Stock Exchange
-
-
Euronext Growth
5 300
6 091
Total
5 300
6 091
Decrease of 5 %:
NOK 1000
Impact on post-tax profit
Index
2022
2021
Oslo Stock Exchange
-
-
Euronext Growth
-5 300
-6 091
Total
-5 300
-6 091
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 Group had trade receivables, of NOK 0.2 million and bank deposits amounting to NOK
787.1 million are deposited at reputable banks and finance institution in Norway.
Concentration of credit risk exists to the extent that on December 31, 2022, all cash and cash equivalents, and restricted
cash, were held at one financial institution, with credit ratings according to Standard & Poor’s of AA-:
Annual Report 2022 Saga Pure ASA
35
NOK 1000
Counterparty
Rating
Geographical segment
2022
Cash and cash equivalents
DNB
AA-
Norway
787 082
Total
787 082
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 787,082 (2021: TNOK 778,108) and other liquid
assets of TNOK 156 (2021: TNOK 30) 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 +7,878. A decrease in the general interest level of one percentile would
impact the profit and loss accounts with TNOK -7,878.
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 2022 Saga Pure ASA
36
Note 15 – Financial Instruments
Set out below is a comparison by category for carrying amounts and fair values of all the Group's financial instruments
that are carried in the financial statements.
2022
NOK 1000
Carrying amount
Fair value
Fair value hierarchy
Loans and receivables
Cash and cash equivalents
787 082
787 082
1
Investments
Non-current financial investments
101 940
101 940
1 & 2
Current financial investments
545
545
2
Other financial assets
Trade receivables
156
156
2
Other financial liabilities
Other non-current liabilities
368
368
2
Trade payables
2 173
2 173
2
Other current liabilities
8 073
8 073
2
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
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 on 31 December
2022. The fair value of financial instruments does not significantly deviate from their carrying amount.
NOK 1000
Non-current financial investments (equity securities) in NOK
2022
2021
Listed shares (Level 1)
96 940
118 246
Non-listed shares Level 2)
5 000
100 070
Total
101 940
218 316
Annual Report 2022 Saga Pure ASA
37
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 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 16 – 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 2022
31 Dec 2021
On 1 January
218 316
276 447
Additions*
156 058
155 031
Unrealized gain/(loss)
-73 099
89 184
Disposals*
-199 335
-302 346
On 31 December
101 940
218 316
Less non-current portion
-101 940
-218 316
Current portion
-
-
Fair value hierarchy
31 Dec 2022
31 Dec 2021
Listed shares
Level 1
96 940
118 246
Non-listed shares
Level 2*
5 000
100 070
Total
101 940
218 316
* Additions and disposals include transfers to and from investments in associates.
Non-current financial investments include the following:
Equity securities
2022
2021
Horisont Energi AS, market price
82 430
115 309
Heimdall Power AS, transactions between independent parties*
-
95 070
Hyon AS, market price**
14 510
-
Other, market price/ transactions between independent parties
5 000
7 937
* Transferred to associated investments
** Transferred from associated investment
All the non-current financial investments shown above are denominated in NOK and are measured at fair value as of
year-end.
Annual Report 2022 Saga Pure ASA
38
Note 17 – Option and Share Program
An equity settled option and share program was initiated in 2020 towards certain key employees. During 2022, 1.5 million
new options were issued, and 1,0 million options were called. Total cost for the option in 2022 was NOK 4.9 million,
whereof 3.2 million in income from reduction of social security reserves. The current vesting periods of the program is
ending in the period between 15 February 2023 and 4 July 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
2022
2021
Expenses arising from equity-settled share-based payment transactions
8 113
3 456
Social security reserves for equity-settled share-based payment transactions*
-3 211
-2 343
Total expense arising from share-based payment transactions
4 902
1 113
* 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 2022:
03.01.22
Number of options granted (thousands)
1,500
Fair value at measurement date
1.02
Share price (spot) at grant date
3.41
Strike price (initial – ex dividends)
4.00
First exercise (months)*
6
Expiry (months)
42
Expected annualized volatility (weighted average of
peer group)
47 %
Asset drift (risk free interest rate)
1.0 %
Expected dividends
Not applicable
* The related employment agreement has been terminated.
The right to exercise the options has not been forfeited regardless of the termination.
Movements during the year:
2022
2022
2021
2021
Number
WAEP
Number
WAEP
Outstanding on 1 January
27 000 000
3.79
18 000 000
1.90
Granted during the year
1 500 000
3.80
9 000 000
7.57
Forfeited during the year
-
-
-
-
Exercised during the year
1 000 000
-
-
-
Expired during the year
-
-
-
-
Outstanding on 31 December
27 500 000
2.77*
27 000 000
3.79
Exercisable on 31 December
18 000 000
-
-
-
* The WAEP as per 31 December 2022 is adjusted for NOK 0.2.in dividends as distributed through 2022, as well as amendment of strike in
9.000.000 of previously granted options according to the table below.
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
The weighted average remaining vesting period for the options outstanding on 31 December was 0.21 years.
The weighted average remaining contractual life for the options outstanding on 31 December was 1.69 years.
The range of exercise price for the options outstanding on 31 December was 1.20 to 5.80 with a weighted average of 2.77.
All prices are adjusted for dividends.
Annual Report 2022 Saga Pure ASA
39
Note 18 – Dividends Paid and Proposed
The group has during 2022 distributed dividend of NOK 0.20 per share during the year, totalling 95.9 million. The board of
Directors has decided not to distribute any dividends in 2023 based on the financial year of 2022.
Note 19 – Subsequent Events
As announced on the 22 December, Bjørn Simonsen stepped down as CEO with effect from 15 January 2023. Mr Simonsen
received six months salary as severance pay, as a substitution to the contractual six months termination period. Espen
Lundaas has been appointed as interim CEO. Mr Lundaas previous position as CFO has been filled by Tore Jakob Berg.
Saga has sold all its shares in Hyon AS, as well as all other minor investments classified as non-current financial assets at
year end.
9.000.000 of the outstanding options has been forfeited in 2023 because of ending of employment.
Annual Report 2022 Saga Pure ASA
40
We confirm, to the best of our knowledge, that the financial statements for the period from 1 January 2022 to 31
December 2022 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, 20 April 2023
The Board of Directors
Øystein Stray Spetalen
Board Member
Martin Nes
Chairman
Yvonne Litsheim Sandvold
Board Member
Espen Lundaas
CEO
RESPONSIBILITY STATEMENT
Annual Report 2022 Saga Pure ASA
41
Annual Report 2022 Saga Pure ASA
42
For the period 01.01.2022 – 31.12.2022
NOK 1000
Note
2022
Operating income
Net gain on financial assets
84 981
Other income
2
1 819
Total operating income
86 799
Operating expenses
Employee benefit expenses
3
23 447
Other operating expenses
3
15 214
Depreciation
-
Total operating expenses
38 661
Net operating profit/loss (-)
48 138
Financial income/expenses (-)
Interest income
6 030
Interest expense
-238
Reversal of impairment/ (impairment of financial assets)
-30 040
Net foreign exchange gain/loss (-)
-2 290
Other financial income/expenses (-)
-
Net financial income/expenses (-)
-26 537
Net profit before tax
21 601
Taxes
4
-
Net profit/loss (-) for the year
21 601
Attributable to
Accumulated losses
21 601
PARENT COMPANY INCOME STATEMENT
Annual Report 2022 Saga Pure ASA
43
At 31.12.2022
NOK 1000
Note
31 Dec 2022
ASSETS
Non-current assets
Shares and other financial assets
10
72 368
Shares in subsidiaries
6
4 000
Associated companies
11
109 517
Total non-current assets
185 885
Current assets
Intercompany receivables
12
496 101
Other current assets
1 306
Trade receivables
156
Market shares
545
Cash and equivalents
6
287 013
Total current assets
785 122
Total assets
971 007
EQUITY AND LIABILITIES
Equity
Share capital
8
4 799
Other paid in equity
8
1 076 146
Total paid-in-capital
1 080 945
Accumulated losses
8
-120 548
Total equity
960 396
LIABILITIES
Non-current liabilities
Other non-current liabilities
368
Total non-current liabilities
368
Current liabilities
Trade and other payables
2 172
Public duties payable
2 561
Other current liabilities
5 509
Total current liabilities
10 242
Total liabilities
10 610
Total equites and liabilities
971 007
Oslo, 20 April 2023
The Board of Directors
Øystein Stray Spetalen
Board Member
Martin Nes
Chairman
Yvonne Litsheim Sandvold
Board Member
Espen Lundaas
CEO
PARENT COMPANY STATEMENT OF
FINANCIAL POSITION
Annual Report 2022 Saga Pure ASA
44
For the period 01.01.2022 – 31.12.2022
NOK 1000
Note
2022
Profit before tax
21 601
Depreciation
-
Option and share program
4 902
Loss/gain on sale financial asset (-)
-84 980
Impairment charge
30 040
Income tax paid
4
-
Increase/decrease receivables and prepayments
-806
Increase/decrease payables and accruals
3 160
Net cash flow from operating activities
-26 083
Investment in Financial assets non-current
10
-31 798
Divestment in Financial assets non-current
10
2 591
Dividends from Financial assets non-current
-
Net divestment/investment trading (-)
26 517
Investment in associates
-24 917
Divestment in associates
156 481
Dividends from subsidiaries
-
Divestment in subsidiaries
-
Investment in subsidiaries
-500 000
Loan to investments
2 000
Net cash flow from investing activities
-369 126
Share issue net of cost
13
Dividends and repayment of shareholders
-95 876
Net cash flow from financing activities
-95 863
Net change in cash and cash equivalents
-491 072
Cash and equivalents at beginning of period
778 085
Net foreign exchange differences (unrealised)
-
Cash and equivalent at end of period
287 013
PARENT COMPANY CASH FLOW STATEMENT
Annual Report 2022 Saga Pure ASA
45
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 2022 Saga Pure ASA
46
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 – Other income
The Company’s other income is fees for services rendered to the portfolio-companies by the Company’s industry
experts,
Note 3 – Specification of Expenses
The expenses for the financial years are specified below:
NOK 1000
2022
2021
Employee benefit expenses
Salaries
14 807
12 148
Options
4 902
7 257
Board fees
823
751
Social security costs
2 493
1 777
Pension expenses
173
155
Other personal expenses
251
90
Total employee benefit expenses
23 447
22 179
Number of employees
6
7
Other operating expenses
Consultancy fees
5 004
4 860
Other operating expenses
10 210
8 865
Total other operating expenses
15 214
13 725
Annual Report 2022 Saga Pure ASA
47
Fees to the Group’s auditors are included in administration expenses.
NOK 1000
2022
2021
Audit fees including VAT
Audit services
755
632
Other attestation services
94
78
Tax services
-
-
Other non-audit services
65
88
Total
914
798
Remuneration to the Board of Directors and executive management for the period 01.01.22 – 31.12.22
2022
NOK 1000
Name
Position
Salary
Bonus
Vesting options
Other benefit
Pension cost
Director’s fee
Bjørn Simonsen
CEO***
3 578
-
823
12
30
-
Espen Lundaas
CFO
1 587
1 300
-
12
7
-
Martin Nes
Chairman
-
-
-
-
-
250
Øystein Stray Spetalen
Board member
-
-
-
-
-
200
Yvonne Litsheim Sandvold
Board member
-
-
-
-
-
200
Christine Spiten
Board member*
-
-
-
-
-
83
Gøril Andersen
Board member**
-
-
-
-
-
117
Total remuneration
5 165
1 300
823
24
37
850
2021
NOK 1000
Name
Position
Salary
Bonus
Vesting options
Other benefit
Pension cost
Director’s fee
Bjørn Simonsen
CEO
2 029
-
1 111
13
28
-
Espen Lundaas
CFO
1 518
1 000
-
9
-
-
Martin Nes
Chairman
-
-
-
-
-
205
Øystein Stray Spetalen
Board member
-
-
-
-
-
159
Yvonne Litsheim Sandvold
Board member
-
-
-
-
-
159
Christine Spiten
Board member*
-
-
-
-
-
145
Total remuneration
3 548
1 000
1 111
22
28
668
* Christine Spiten joined the Board in February 2021, and left the Board in May 2022
** Gøril Andersen joined the Board in May 2022
*** Reference to note 13 subsequent events
The Company had no outstanding loans or guarantees in favour of any member of the Board of Directors or company
management in 2022.
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 1,300 to the CFO has been granted for the year
2022. No bonus has been granted for the CEO. The senior executive has a mutual six months termination period, and no
contractual agreements for severance compensation in case of termination of employment except for salary through
the termination period. A reserve for six months severance payments has been made for the CEO, however, this payment
substitutes the payment for contractual termination period. “
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.
Annual Report 2022 Saga Pure ASA
48
Stock options program to Board members and Company employees
The Company had issued 27,500,000 stock options, with an authorization to the board to issue further 8,000,000 stock
option as of 31 December 2022. References are made to note 11 regarding subsequent events.
Note 4 – Income Tax
NOK 1000
2022
2021
Current tax expense
-
-
Deferred tax expense
-
-
Tax effect of group contribution
-
-
Tax expense
-
-
Reconciliation of tax expense
Net income before tax
21 601
355 461
Tax expense based on nominal tax rate 22%
4 752
78 201
Tax effect of permanent differences
-13 266
-83 338
Net recognized deferred tax assets
8 514
11 137
Tax expense
-
-
Reconciliation of deferred tax (-)/deferred tax assets
Tangible assets
-
-
Payables
-81
-787
Net tax loss carried forward*
35 573
26 353
Net deferred tax assets
35 491
25 565
Net deferred tax assets not recognized
-35 491
-25 545
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 5 – Related Parties
Remuneration to executives is disclosed in note 3.
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:
Annual Report 2022 Saga Pure ASA
49
Related Party Transactions
2022
Sales to
related
parties
Purchase
from related
parties
Amounts
owed by
related
parties
Amounts
owed to
related
parties
NOK 1000
Tycoon Industrier AS*
-
3 002
-
812
Ferncliff Holding AS*
-
2 750
-
250
Total
-
5 752
-
1 062
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.
Note 6 - 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
incorporati
on
Ownership/
voting rights
Consolidated
in the Group
financial
statement
from
Share
capital
Net book
value 31
December
2021
Net book
value 31
December
2021
Saga Opportunities AS*
Norway
100.0%
2021
3 000
4 000
40
Total
3 000
4 000
40
* Changes its name from Saga Opportunities AS to Bravo Opportunities AS in November 2022
Note 7 – Cash and Cash Equivalents
The Company’s cash and cash equivalents are denominated in the following currencies:
NOK 1000
31 Dec 2022
31 Dec 2021
US Dollars*
416
-18 857
GB Pounds
1
479
Euro
6
546
Norwegian kroner
286 590
795 917
Total cash and cash equivalents
287 013
778 085
Restricted cash
Employee tax accounts
1 819
1 505
* 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 2022 Saga Pure ASA
50
Note 8 – 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 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 1 January 2022
478 878 423
478 878 423
4 789
1 163 906
-142 149
1 026 546
Net profit/loss (-) for the year 2022
-
-
21 601
21 601
Share option program
-
8 113
-
8 113
Dividends
-
-95 876
-
-95 876
Share issue
1 000 000
1 000 000
10
1 290
-
1 300
Share issue costs
-
-1 287
-
-1 287
Equity per 31 December 2022
479 878 423
479 878 423
4 799
1 076 146
-120 548
960 397
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 2022 authorization to issue up to 238,439,211 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 2022 limited to 47,887,842 shares.
Authorization to raise convertible loans
The Board held no authorization to raise convertible bonds as per 31 December 2022.
Stock option arrangements
The Company had issued 27,500,000 stock options, with an authorization to the board to issue further 8,000,000 stock
option as of 31 December 2022. References are made to note 11 regarding subsequent events.
As of 31 December 2022, the Company had 8,505 shareholders.
Annual Report 2022 Saga Pure ASA
51
Overview of the largest shareholders as per 31 December 2022
Name
Shares
Of total shares
1
ØYSTEIN STRAY SPETALEN
(1)
172 841 799
36.02 %
2
TYCOON INDUSTRIER AS
(1)
28 550 000
5.95 %
3
SIMONSEN INVEST AS
(2)
20 000 000
4.17 %
4
CLEARSTREAM BANKING S.A.
15 778 375
3.29 %
5
DALLAS ASSET MANAGEMENT AS
9 187 461
1.91 %
6
NORDNET LIVSFORSIKRING AS
6 401 423
1.33 %
7
ATLE SANDVIK PEDERSEN
6 050 000
1.26 %
8
MELCHER HOLDING AS
5 800 000
1.21 %
9
OLA STORMYR HOLDING AS
5 510 413
1.15 %
10
FRØILAND INVEST AS
3 454 554
0.72 %
11
KVANTIA AS
3 045 000
0.63 %
12
LØREN HOLDING AS
3 000 000
0.63 %
13
Tonor Holding As
2 830 000
0.59 %
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
NORDA ASA
2 185 611
0.46 %
18
Nordnet Bank AB
2 141 947
0.45 %
19
BJØRN HÅVARD BRÆNDEN
2 050 000
0.43 %
20
SPAR KAPITAL INVESTOR AS
2 000 000
0.42 %
Total
297 638 163
62.02 %
Total outstanding shares
479 878 423
100.00 %
(1)
Board member/controlled by Board member Øystein Stray Spetalen
(2)
Controlled by Bjørn Simonsen, CEO of Saga Pure. Reference note 11 subsequent events
(3)
Controlled by Martin Nes, Chairman of the Board
(4)
Controlled by Espen Lundaas, CFO of Saga Pure. Reference note 13 subsequent events
Annual Report 2022 Saga Pure ASA
52
Shares owned by the Board, Management, and their Related Parties
2022
# 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
47.32 %
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 %
(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 5,000,000 stock options rights under vesting, and 10,000,000 stock options fully vested. Other non-
managerial employees hold 4,500,000 stock option rights under vesting, and 8,000,000 stock options fully vested.
References are made to note 11 regarding subsequent events.
Note 9 –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 14 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 2022 Saga Pure ASA
53
Note 10 – Shares and Other Financial Assets
NOK 1000
2022
2021
On 1 January
129 033
67 138
Addition
32 370
154 598
Disposals
-89 035
-92 702
On 31 December
72 368
129 033
Shares and other financial assets include the following
NOK 1000
2022
2021
Listed shares
67 368
39 433
Non-listed shares
5 000
89 600
Total
72 368
129 033
The financial assets are denominated in NOK and are measured at cost.
Note 11 – Associates
NOK 1000
2022
Bergen Carbon
Solutions AS
IC Technology AS
Hyon AS
Heimdall
Power AS
Total
On 1 January 2022
59 787
30 000
572
-
90 359
Acquisitions in 2022
-
-
-
24 917
24 917
From/(to) Shares and Other financial Assets (note 9)
-
-
-572
84 600
84 028
Disposals in 2022
-59 787
-
-
-
-59 787
Impairment in 2022
-
-30 000
-
-
-30 000
On 31 December 2022
-
-
-
109 517
109 517
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
31 December 2022
Name
Country of
incorporation
Assets
Liabilities
Revenues*
Profit*
% of interest
held
IC Technology AS**
Norway
N/A
N/A
N/A
N/A
32.61%
Heimdall Power AS
Norway
38 394
7 365
4 004
-17 892
22.05%
* Revenues and profit are measured as from time of acquisition. For Heimdall Power AS, this would be as of 01.09.22
** IC Technology is currently seeking accept from its creditors for voluntary debt agreement. It is not anticipated any dividends for the
shareholders.
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%
* Revenues and profit are measured as from time of acquisition. For IC Technology AS this would be as of 31.03.21 and Hyon AS this would
be as of 30.06.21
Annual Report 2022 Saga Pure ASA
54
Note 12 – Intercompany receivables
All intercompany receivables are towards the wholly owned subsidiary Bravo opportunities AS. MNOK 496 of the
receivable per year end relates to group contribution for 2022.
Note 13 – Subsequent Events
References are made to note 21 Subsequent Events in the Group financial statements,
as the same events will apply here.
Annual Report 2022 Saga Pure ASA
55
Statsautoriserte revisorer
Ernst & Young AS
Dronning Eufemias gate 6a, 0191 Oslo
Postboks 1156 Sentrum, 0107 Oslo
Foretaksregisteret: NO 976 389 387 MVA
Tlf: +47 24 00 24 00
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 2022 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 2022, the statements of comprehensive income, cash flows 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 2022 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 2022 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 audit committee.
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 6 years from the election by the general meeting of the
shareholders on 21 December 2017 for the accounting year 2017.
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.
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Independent auditor's report - Saga Pure ASA 2022
A member firm of Ernst & Young Global Limited
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 the other information is materially inconsistent with the
financial statements, there is a material misstatement in this other information or that the information
required by applicable legal requirements is not included in the board of directors’ report, the statement
on corporate governance or the statement on corporate social responsibility, 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.
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.
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Independent auditor's report - Saga Pure ASA 2022
A member firm of Ernst & Young Global Limited
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
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 the audit of the financial statements of Saga Pure ASA we have performed an assurance
engagement to obtain reasonable assurance about whether the financial statements included in the
annual report, with the file name 5967007LIEEXZXG0Z404-2022-12-31-en (9), 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 pursuant to
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 the annual report in compliance with the ESEF
Regulation. This responsibility comprises an adequate process and such internal control as management
determines is necessary.
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Independent auditor's report - Saga Pure ASA 2022
A member firm of Ernst & Young Global Limited
Auditor’s responsibilities
Our responsibility, based on audit evidence obtained, 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. We conduct our work 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
about whether the financial statements included in the annual report have been prepared in accordance
with the ESEF Regulation.
As part of our work, we perform procedures to obtain an understanding of the company’s processes for
preparing the financial statements in accordance with the ESEF Regulation. We test whether the financial
statements are presented in XHTML-format. We evaluate the completeness and accuracy of the iXBRL
tagging of the consolidated financial statements and assess management’s use of judgement. Our
procedures include 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, 20 April 2023
ERNST & YOUNG AS
The auditor's report is signed electronically
Jon-Michael Grefsrød
State Authorised Public Accountant (Norway)
Annual Report 2022 Saga Pure ASA
57
Title: Saga Pure Annual Report
Saga Pure ASA
Published date:
21 April 2023
info@sagapure.com
Sjølyst plass 2
0278, Oslo, Norway
The publication can be downloaded on
sagapure.com
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