Saga Pure
Annual Report
2023
Annual Report 2023 Saga Pure ASA
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2023 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 ............................................................................................................................................................................................................ 38
PARENT COMPANY INCOME STATEMENT ..................................................................................................................................................................................40
PARENT COMPANY STATEMENT OF FINANCIAL POSITION ................................................................................................................................................. 41
PARENT COMPANY CASH FLOW STATEMENT .......................................................................................................................................................................... 42
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENT ............................................................................................................................................. 43
AUDITOR’S REPORT ............................................................................................................................................................................................................................... 52
Contents
Annual Report 2023 Saga Pure ASA
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Saga Pure is an investment Group with a broad investment mandate.
2023 HIGHLIGHTS
The Group has during the year realised all its non-
current financial investments related to the former
limited investment mandate, with a loss of MNOK
76.6. The Group’s investment in the associated
company Heimdall Power AS, was impaired with
MNOK 69.7 to reflect the current market conditions.
Heimdall is per end of 2023 the only remaining
investment related to the former investment
mandate.
The Group also established a new trading portfolio
in accordance with the broadened investment
mandate. The trading portfolio generated a profit
of MNOK 21 for the year.
The Group is cautious and selective in the search
for new investment opportunities.
FINANCIAL RESULTS 2023
(GROUP)
The Group reported a loss before tax for 2023 of
MNOK 136.9, a decline from the loss in 2022 of MNOK.
The Group had a gross income for 2023 of MNOK 0.1
compared to 2022 MNOK 1.8. The income was
generated by the former employed industry
experts within the renewable segment.
Total operating expenses for 2023 were MNOK 76.4,
including a net loss on financial investments of
MNOK 55.6. In 2022 the operating expenses were
MNOK 41.9 including net loss of MNOK 3.2. The
decline in operating expenses, excluded losses on
financial investment, is a result of the restructuring
of the operations of the Group that took place in
the first half of 2023.
Net operating loss for 2023 was MNOK 157.1,
compared to a loss of MNOK 27.2 in 2022. The
increased loss was a result of Impairment of
associated investment and net loss on financial
investments
Operating profit before interest, taxes,
depreciation, and amortization (EBITDA) for 2023
was MNOK -157.1 compared to MNOK -27.2 in 2022.
The EBITDA can be derived as described directly
and unadjusted from the statement of income. Net
financial items for 2023 were NOK 20.2 million
compared to MNOK 3.5 in 2022. The increased
income is a result of interest income from
investments in bonds and loans, and increased
interest from bank deposits.
Basic- and Diluted Earnings per share for 2023 were
NOK -0.28 (2022: NOK -0.05), based on the net loss to
shareholders of MNOK 136.9 (2022: Net loss MNOK
23.7).
As of year-end, the Company had 7,430
shareholders and 484,878,423 shares outstanding.
The average number of shares outstanding
throughout the year was 482,721,830. The
Company’s 20 largest shareholders controlled
about 60.81 % of the total number of shares
outstanding at year-end.
LIQUIDITY AND CASH FLOW
The cash balance as of 31 December 2023 was
MNOK 696.0, (2022: MNOK 787.1). The change in cash
over the year was MNOK -91.0 (2022: MNOK +9.0). Of
the change in cash in 2023, MNOK -43.1 was from
issuance of short-term loan, and MNOK -49.0 from
net financial investment.
FINANCIAL POSITION
As of 31 December 2023, the Group’s total assets
amounted to MNOK 871.4 (2022: MNOK 1,007.1). Total
equity to shareholders of parent company was
MNOK 865.7 (2022: MNOK 996.5).
It is the opinion of the Board of Directors that the
Group is in a sound financial position with an equity
ratio of about 99.3 % (2022: 98.9 %).
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, liquidity risk, credit risk
and legal risk.
BOARD OF DIRECTORS’ REPORT
Annual Report 2023 Saga Pure ASA
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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.
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.
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 is
exposed to credit risk through its short-term loans,
and investments in bonds. The Group assess its
counterpart’s solidity, and the risk level is evaluated
towards the return in form of interest. 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.
Legal risk
The Group is exposed to legal risk within what
would be expected for a listed company. This will
include, but not limited to, regulatory, compliance
and contractual risk. The Group is not aware of any
anomalies within this area.
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 14.
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 2023.
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 2023 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 Groups updated Transparency Report will be
published on the Groups website in June 2024.
FINANCIAL RESULTS OF
PARENT COMPANY
Saga Pure ASA (the Parent Company) reports a
net loss for 2023 of MNOK 100.9 (2022: net profit
MNOK 21.6).
Gross revenues for 2023 were MNOK 8.4
(2022 MNOK 86.8).
Total operating expenses for 2023 were MNOK 46.8,
including net loss on financial assets of MNOK 26.0
(2022: MNOK 38.7, with no loss on financial assets).
Operating loss before interest, taxes, depreciation,
and amortization (EBITDA) for 2023 was MNOK 38.4
(2022: operating profit of MNOK 48.1).
Net financial items for 2023 were MNOK -62.5 (2022:
MNOK -26.5).
The Board of Directors proposes that the net loss
for 2023 of MNOK 100.9. is attributed to
accumulated losses.
Annual Report 2023 Saga Pure ASA
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INVESTMENT IN SHARES
All the non-currents financial investment as made
in accordance with the former investment
mandate, restricted to the renewable space, was
liquidated though 2023. New investments adherent
to the new broadened investment mandate has
been made during the year, all classified as Market
shares.
SUBSEQUENT EVENTS
The Group has evaluated subsequent events, and
determined that there have been no events that
have occurred that would require disclosure.
GOING CONCERN AND
DIVIDEND
The Group is currently in a sound position with a net
book equity ratio of 99.3 % 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 IFRS Accounting
Standards, 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, 22 April 2024
The Board of Directors
Øystein Stray Spetalen
Board Member
Martin Nes
Chairman
Yvonne Litsheim Sandvold
Board Member
Espen Lundaas
CEO
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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 2023 amounted to NOK 865.7 million, and cash of NOK 696.0 million. The Board deems this to be
adequate for the Group’s strategy and risk profile.
CORPORATE
GOVERNANCE
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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 2,394,392.11,
corresponding to 239,439,211 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
annual general meeting in May 2022 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 authorization was approved by an annual general meeting
in May 2022 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.
Authorization to distribute dividends
The Board was granted an authorization to resolve dividend distributions at the annual general meeting in May
2023. The authorization is valid until the annual general meeting in 2024. 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 issue convertible bonds
The Company does not hold any authorization to issue convertible bonds.
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 2023 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 that options issued through the
employee incentive option program were exercised.
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 2023 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.
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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 2023 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 has no deviations from the Code of Practice with regards to this section of the Code of Practice.
8. Board of directors: composition and independence
8.1. The composition of the Board should ensure that the Board can attend to the common interests of all
shareholders and meets the Company’s need for expertise, capacity and diversity. Attention should
be paid to ensuring that the Board can function effectively as a collegiate body.
8.2. The composition of the Board should ensure that it can operate independently of any special
interests. The majority of the shareholder-elected members of the Board should be independent of the
Company's executive personnel and material business contacts. At least two of the Board members
elected by shareholders should be independent of the Company's main shareholder(s).
8.3. The Board should not include executive personnel. If the Board does include members of the executive
personnel, the Company should provide an explanation for this and implement consequential
Annual Report 2023 Saga Pure ASA
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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.
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.
Annual Report 2023 Saga Pure ASA
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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.
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.
Annual Report 2023 Saga Pure ASA
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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 2023 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.
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 2023.
Annual Report 2023 Saga Pure ASA
12
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 2023 Saga Pure ASA
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Annual Report 2023 Saga Pure ASA
14
For the period 01.01.2023 – 31.12.2023
NOK 1000
Note
2023
2022
Operating income
Other income 3 106 1819
Gross income
Operating expenses
Employee benefit expenses 5 10 118 23 447
Other operating expenses 5 10 674 15 269
Net loss from financial investments
3
Total operating expenses
Share of profit/loss (-) from associates 4 -80 827 12 840
Net operating profit/loss (-)
-157 103
-27 219
Financial income/expenses (-)
Interest income
Interest expense
-3 040
-238
Net foreign exchange gain/loss (-)
-7 763
-2 290
Net financial income/expenses (-)
Net profit before tax
-136 920
-23 716
Taxes 10 -
Net profit/loss for the year (-)
-136 920
-23 716
Items that may be subsequently reclassified to profit or loss
Other comprehensive income
Total comprehensive income
-136 920
-23 716
Basic earnings per share NOK
-0.28
-0.05
Diluted earnings per share NOK
-0.28
-0.05
Average number of shares in the period
Number of shares outstanding at period end
The notes on pages 19 to 37 are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
Annual Report 2023 Saga Pure ASA
15
As of 31.12.2023
NOK 1000
Note
31 Dec 2023
31 Dec 2022
ASSETS
Non-current assets
Associates 4 35 215 116 042
Non-current financial investments 14, 16 - 101 940
Total non-current assets
Current assets
Trade receivables and other receivables 8 43 156
Other current assets 7 46 739 1 306
Current financial investments 93 354 545
Cash and equivalents 6, 14 696 041 787 082
Total current assets
Total assets
The notes on pages 19 to 37 are an integral part of these consolidated financial statements
CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
Annual Report 2023 Saga Pure ASA
16
As of 31.12.2023
NOK 1000
Note
31 Dec 2023
31 Dec 2022
EQUITY AND LIABILITIES
Equity
Share capital 11 4 849 4 799
Other paid in equity 11 1 079 616 1 073 498
Total paid-in-capital
Accumulated losses -218 759 -81 840
Total equity
LIABILITIES
Non-current liabilities
Other non-current liabilities 17 - 368
Total non-current liabilities
Current liabilities
Tax payable - -
Trade and other payables 420 2 173
Other current liabilities and accruals 9 5 268 8 073
Total current liabilities
Total liabilities
Total equity and liabilities
The notes on pages 19 to 37 are an integral part of these consolidated financial statements.
Oslo, 22 April 2024
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 2023 Saga Pure ASA
17
For the period 01.01.2023 – 31.12.2023
NOK 1000
Note
2023
2022
Net profit before tax
-136 920
-23 716
Options and share program
17
-200
Profit share from associates 4 80 827 -12 840
Net loss/gain from financial investments (-) 3 55 590 3 161
Net divestment/investment trading (-) -74 350 26 516
Increase/decrease receivables and prepayments (-) -184 1 294
Increase/decrease payables and accruals (-) -4 558 3 162
Short-term loan 13 -43 086 -
Interest received -2 375 -
Net cash flow from operating activities
-125 256
Investment in associates 4 - -42 717
Investment in non-current financial assets 16 - -38 998
Divestment in non-current financial assets 16 25 322 184 073
Net cash flow from investing activities
Share issue – gross 11 6 000 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
-93 933
Cash and equivalents at beginning of period
Net foreign exchange differences (unrealised)
Cash and equivalents at end of period
The notes on pages 19 to 37 are an integral part of these consolidated financial statements.
CONSOLIDATED CASH FLOW STATEMENT
Annual Report 2023 Saga Pure ASA
18
For year ended 31.12.2023
2023
Paid in capital
Other capital
Total
NOK 1000
Share capital
Other paid in
capital
Accumulated
losses
Equity as of 1 January 2023
-81 840
Net profit/(-loss) -
-136 920
-136 920
Total comprehensive income
-136 920
-136 920
Share issue 50
Options and share program (note 17) - 168
Equity per ending balance 31 December 2023
-218 759
2022
Paid in capital
Other capital
Total
NOK 1000
Share capital
Other paid in
capital
Accumulated
losses
Equity as of 1 January 2022
-58 123
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
Share issue costs - -1 287
-1 287
Options and share program (note 17) - 8 113
Equity per ending balance 31 December 2022
-81 840
The notes on pages 19 to 37 are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
Annual Report 2023 Saga Pure ASA
19
NOTES TO CONSOLIDATED FINANCIAL
STATEMENT
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We confirm, to the best of our knowledge, that the financial statements for the period from 1 January 2023 to 31
December 2023 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, 22 April 2024
The Board of Directors
Øystein Stray Spetalen
Board Member
Martin Nes
Chairman
Yvonne Litsheim Sandvold
Board Member
Espen Lundaas
CEO
RESPONSIBILITY STATEMENT
Annual Report 2023 Saga Pure ASA
39
Saga Pure ASA Parent Company
Financial Statements 2023
Annual Report 2023 Saga Pure ASA
40
For the period 01.01.2023 – 31.12.2023
NOK 1000
Note
2023
2022
Operating income
Net gain on financial assets - 84 981
Income from subsidiaries 6 8 315 -
Other income 2 106 1 819
Total operating income
8 421
86 799
Operating expenses
Net loss on financial assets 10 26 023 -
Employee benefit expenses 3 10 118 23 447
Other operating expenses 3 10 630 15 214
Total operating expenses
46 771
38 661
Net operating profit/loss (-)
-38 350
48 138
Financial income/expenses (-)
Interest income
14 868
6 030
Interest expense
-172
-238
Impairment of financial assets
11
-74 301
-30 040
Net foreign exchange gain/loss (-)
-2 948
-2 290
Other financial income/expenses (-) 7 -
Net financial income/expenses (-)
-62 546
-26 537
Net profit before tax
-100 896
21 601
Taxes 4 -
-
Net profit/loss (-) for the year
-100 896
21 601
Attributable to
Accumulated losses
-100 896
21 601
PARENT COMPANY INCOME STATEMENT
Annual Report 2023 Saga Pure ASA
41
At 31.12.2023
NOK 1000
Note
31 Dec 2023
31 Dec 2022
ASSETS
Non-current assets
Shares and other financial assets 10 - 72 368
Shares in subsidiaries 6 4 000 4 000
Associated companies 11 35 215 109 517
Total non-current assets
39 215
185 885
Current assets
Intercompany receivables
12
8 417 496 101
Receivables
5
42 527
-
Other current assets 1 644 1 306
Trade receivables 43 156
Market shares
10
93 354 545
Cash and equivalents 6 683 586 287 013
Total current assets
829 571
785 122
Total assets
868 787
971 007
EQUITY AND LIABILITIES
Equity
Share capital 8 4 849 4 799
Other paid in equity 8 1 082 264 1 076 146
Total paid-in-capital
1 087 113
1 080 945
Accumulated losses 8 -221 445 -120 548
Total equity
865 668
960 396
LIABILITIES
Non-current liabilities
Other non-current liabilities - 368
Total non-current liabilities
-
368
Current liabilities
Trade and other payables
420 2 172
Public duties payable
1 101
2 561
Other current liabilities 1 597 5 509
Total current liabilities
3 119
10 242
Total liabilities
3 119
10 610
Total equites and liabilities
868 787
971 007
Oslo, 22 April 2024
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 2023 Saga Pure ASA
42
For the period 01.01.2023 – 31.12.2023
NOK 1000
Note
2023
2022
Profit before tax -100 896 21 601
Option and share program -200 4 902
Loss/gain on sale financial asset (-) 26 023 -84 980
Impairment charge 11 74 301 30 040
Income tax paid 4 - -
Increase/decrease receivables and prepayments -8 540 -806
Increase/decrease payables and accruals -7 124 3 160
Net cash flow from operating activities
-16 436
-26 083
Investment in Financial assets non-current 10 - -31 798
Divestment in Financial assets non-current
10
25 322
2 591
Net divestment/investment trading (-) -71 786 26 517
Investment in associates - -24 917
Divestment in associates - 156 481
Group contribution from subsidiaries 496 000 -
Investment in subsidiaries - -500 000
Loans 5 -42 527 2 000
Net cash flow from investing activities
407 009
-369 126
Share issue net of cost 6 000 13
Dividends and repayment of shareholders - -95 876
Net cash flow from financing activities
6 000
-95 863
Net change in cash and cash equivalents
396 573
-491 072
Cash and equivalents at beginning of period
287 013
778 085
Net foreign exchange differences (unrealised)
-
-
Cash and equivalent at end of period
683 586
287 013
PARENT COMPANY CASH FLOW STATEMENT
Annual Report 2023 Saga Pure ASA
43
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 improves, 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 2023 Saga Pure ASA
44
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 improves, 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 improves, 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
2023
2022
Employee benefit expenses
Salaries
7 589
14 807
Options -200 4 902
Board and election committee fees 735 823
Social security costs 1 885 2 493
Pension expenses 64 173
Other personal expenses 44 251
Total employee benefit expenses
10 118
23 447
Number of employees 2 6
Other operating expenses
Consultancy fees 4 299 5 004
Office rent 3 132 2 801
Other operating expenses 3 199 7 409
Total other operating expenses
10 630
15 214
Annual Report 2023 Saga Pure ASA
45
Fees to the Group’s auditors are included in administration expenses.
NOK 1000
2023
2022
Audit fees including VAT
Audit services 621 755
Other attestation services 219 94
Tax services - -
Other non-audit services 31 65
Total
871
914
Remuneration to the Board of Directors and executive management for the period 01.01.23 – 31.12.23
2023
NOK 1000
Name
Position
Salary
Bonus
Vesting options
Other benefit
Pension cost
Director’s fee
Bjørn Simonsen CEO*** 380 - - 1 7 -
Espen Lundaas CEO/CFO*** 1 595 2 000 - 12 15 -
Tore Jakob Berg CFO*** 637 1 200 - 8 15 -
Martin Nes Chairman - - - - - 250
Øystein Stray Spetalen Board member - - - - - 200
Yvonne Litsheim Sandvold Board member - - - - - 200
Gøril Andreassen Board member** - - - - - 50
Total remuneration
2 611
3 200
-
21
36
700
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 Andreassen Board member* - - - - - 117
Total remuneration
5 165
1 300
823
24
37
850
* In May 2022, Gøril Andreassen joined the Board, and Christine Spiten left the Board.
** Andreassen left the Board in March 2023
*** In January 2023, Bjørn Simonsen left the Group. He was replaced by former CFO Espen Lundaas, and Tore Jakob Berg stepped up as
new CFO.
The Group had no outstanding loans or guarantees in favour of any member of the Board of Directors or company
management in 2023.
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.
A bonus of TNOK 2,000 to the CEO, and TNOK 1,200 for the CFO has been granted for the year 2023. “
Statement on the
determination salary and other remuneration for senior executives”
will be presented at the annual general meeting
and made available on the Company’s webpage.
Stock options program to Board members and Company employees
Annual Report 2023 Saga Pure ASA
46
The Company had as of 31 December 2023 issued 3,500,000 stock options, with an authorization to issue further 8,000,000
stock options.
Note 4 – Income Tax
NOK 1000
2023
2022
Current tax expense - -
Deferred tax expense - -
Tax effect of group contribution - -
Tax expense
- -
Reconciliation of tax expense
Net income before tax -100 896 21 601
Tax expense based on nominal tax rate 22% -22 197 4 752
Tax effect of permanent differences
25 594
-13 266
Net recognized deferred tax assets -3 397 8 514
Tax expense
- -
Reconciliation of deferred tax (-)/deferred tax assets
Tangible assets - -
Payables
-
-81
Net tax loss carried forward* 32 257 35 573
Net deferred tax assets
32 257
35 491
Net deferred tax assets not recognized -32 257 -35 491
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 2023 are limited to office rent
including mutual costs, deliverance of strategic management services, and services rendered regarding support for
financial reporting.
The company has during 2023 provided a loan of TUSD 3 960 to Ferncliff Opportunities AS. Ferncliff Opportunities is
controlled by a board member, and the Company's largest shareholder. The loan has an interest of 12 % p.a. and has a
book value including interest of TNOK 41 513 at year end.
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 2023 Saga Pure ASA
47
Related Party Transactions
2023
Sales to
related
parties
Purchase
from related
parties
Amounts
owed by
related
parties
Amounts
owed to
related
parties
NOK 1000
Tycoon Industrier AS* - 3 394 - 169
Ferncliff Holding AS* - 3 000 - 250
Bravo Opportunities AS*** - - 8 417 -
Total
-
6 394
8 417
419
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 - - -
Bravo Opportunities AS*** - - 496 101 -
Total
1 819
5 752
496 101
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
*** Group contribution from subsidiary
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
2023
Net book
value 31
December
2022
Bravo Opportunities AS
Norway
100.0%
2021
3 000
4 000
4 000
Total
3 000
4 000
4 000
Income from subsidiaries relates to group contribution.
Note 7 – Cash and Cash Equivalents
The Company’s cash and cash equivalents are denominated in the following currencies:
NOK 1000
31 Dec 2023
31 Dec 2022
US Dollars* -71 597 416
GB Pounds 1 1
Euro -3 380 6
Norwegian kroner 758 562 286 590
Total cash and cash equivalents
683 586
287 013
Restricted cash
Employee tax accounts 2 002 1 819
* The USD and Euro accounts are 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 2023 Saga Pure ASA
48
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 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
Net profit/loss (-) for the year 2023
-
-
-100 896
-100 896
Share option program
-
168
-
168
Share issue
5 000 000
5 000 000
50
5 950
-
6 000
Equity per 31 December 2023
484 878 423
484 878 423
4 849
1 082 264
-221 445
865 669
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 2023 authorization to issue up to 239,439,211 new shares, The authorization may be
utilised on one or several occasions. The authorization will expire 30. May 2024.
Power of attorney to repurchase own shares
The Board held authorization to repurchase own shares as per 31 December 2023 limited to 47,887,842 shares. The
authorization will expire 30. May 2024.
Stock option arrangements
The Company had as of 31 December 2023 issued 3,500,000 stock options, with an authorization to issue further 8,000,000
stock options.
As of 31 December 2023, the Company had 7,430 shareholders.
Annual Report 2023 Saga Pure ASA
49
Overview of the largest shareholders as per 31 December 2023
Name
Shares
Of total shares
1
Øystein Stray Spetalen
(1)
172 841 799
35,65 %
2
Tycoon Industrier AS
(1)
28 550 000
5,89 %
3
Clearstream Banking S.A. 13 655 994
2,82 %
4
Simonsen Invest AS 11 000 000
2,27 %
5
Steinar Grønland 7 856 729
1,62 %
6
Atle Sandvik Pedersen 7 120 000
1,47 %
7
Nordnet Livsforsikring AS 6 465 024
1,33 %
8
Injektor AS 6 200 000
1,28 %
9
Active Pro AS 5 900 000
1,22 %
10
Ola Stormyr Holding AS 5 407 063
1,12 %
11
Melcher Holding As
5 000 000
1,03 %
12
Bjørn Simonsen 4 000 000
0,82 %
13
Frøiland Invest AS 3 454 554
0,71 %
14
Tonor Holding AS 3 000 000
0,62 %
14
Løren Holding AS 3 000 000
0,62 %
16
Nordnet Bank AB 2 540 404
0,52 %
17
Hanekamb Invest AS
(2)
2 300 000
0,47 %
17
El Investment AS
(3)
2 300 000
0,47 %
19
Hege Bakken 2 211 580
0,46 %
20
Bjørn Håvard Brænden 2 050 000
0,42 %
Total
294 853 147
60,81 %
Total outstanding shares
484 878 423
100,00 %
(1)
Board member/controlled by Board member Øystein Stray Spetalen
(2)
Controlled by Martin Nes, Chairman of the Board
(3)
Controlled by Espen Lundaas, CEO of Saga Pure
Annual Report 2023 Saga Pure ASA
50
Shares owned by the Board, Management, and their Related Parties
2023
# 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
Espen Lundaas
(5)
, CEO
2 300 000
Tore Jakob Berg, CFO
566 979
Total number of shares held by Board members, Group management and related parties
207 640 778
Total number of shares held by Board members, Group management and related parties
in % of total outstanding shares
42.82 %
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 %
(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.
Shares and stock options by Board members and Group management
The Management and Board member holds no share options. 3,500,000 share options are held by former employees, all
fully vested.
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 2023 Saga Pure ASA
51
Note 10 – Investments
Current Market
shares
Non-current shares
and other financial
assets
Total
NOK 1000
Book-value 2022 545 72 368
72 913
Book-value 2023
93 354
-
93 354
Profit and loss 2023
Realized gain/(loss) 23 580 -47 046
-23 465
Unrealized gain/(loss) -2 557 -
-2 557
Gain/(loss)
21 023
-47 046
-26 023
Current market shares are valued at fair value. References are made to note 11 regarding impairment of financial assets
Note 11 – Associates
NOK 1000
2023
IC Technology
AS
Heimdall
Power AS
Total
On 1 January 2023
-
109 517
109 517
Impairment in 2023
-
-74 301
-74 301
On 31 December 2023
-
35 215
35 215
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
-
-
-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
*In addition, an impairment of TNOK 40 was med to shares in Bravo Opportunities AS
NOK 1000
31 December 2023
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 29 063 8 226 4 448 -11 096 22.05%
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%
* IC Technology failed to raise new equity in 2022 and was thereby impaired to nil. The company is however still in operation.
Note 12 – Intercompany receivables
All intercompany receivables are towards the wholly owned subsidiary Bravo opportunities AS. The majority of the
receivable per year end relates to group contribution for 2023.
Note 13 – Subsequent Events
The Group has evaluated subsequent events and determined that there have been no events that have occurred that
would require disclosure.
Annual Report 2023 Saga Pure ASA
52
Statsautoriserte revisorer
Ernst & Young AS
Stortorvet 7, 0155 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 2023 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 2023, the statements of comprehensive income, cash flows and changes in equity for the year
then ended and notes to the financial statements, including material accounting policy information.
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 2023 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 2023 and its financial performance and cash flows for the year then
ended in accordance with IFRS Accounting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the Board of Directors.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of
the financial statements section of our report. We are independent of the Company and the Group in
accordance with the requirements of the relevant laws and regulations in Norway and the International
Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants
(including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit
Regulation (537/2014) Article 5.1 have been provided.
We have been the auditor of the Company for 7 years from the election by the general meeting of the
shareholders on 21 December 2017 for the accounting year 2017.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements for 2023. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
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Independent auditor's report - Saga Pure ASA 2023
A member firm of Ernst & Young Global Limited
opinion on these matters. For each matter below, our description of how our audit addressed the matter is
provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial
statements section of our report, including in relation to these matters. Accordingly, our audit included the
performance of procedures designed to respond to our assessment of the risks of material misstatement
of the financial statements. The results of our audit procedures, including the procedures performed to
address the matters below, provide the basis for our audit opinion on the financial statements.
Valuation of investments in Heimdall Power AS (associated company)
Basis for the key audit matter
As of 31 December 2023, the Group has
recorded investment in the associated company
Heimdall Power AS (“Heimdall”) of NOK 35.2
million in the consolidated statement of financial
position. Heimdall have experienced operating
losses and has initiated strategic initiatives to
obtain additional financing, which has not been
completed as of 31 December 2023. Based on
this an impairment assessment was performed
and the Group recorded impairment of NOK 69.7
million.
Performing an impairment assessment require
judgement. In determining the recoverable
amount of the investment in Heimdall,
Management considered, among other, the
preliminary pre-money valuation of Heimdall in
an anticipated equity offering as well as
uncertainty in completion of the equity offering.
We consider the impairment evaluation a key
audit matter due to the judgement involved and
the significant impairment recorded.
Our audit response
We assessed Management’s evaluation of
impairment indicators, and we re-calculated the
recorded impairment. Further, we corroborated
Managements assessments towards other
information, we inquired and had discussion with
Group Management and the auditor in Heimdall
and we inspected public registers for any equity
transactions in Heimdall throughout 2023 and up
to the date of this report.
We assessed the adequacy of the Group’s
disclosures around investments in associates.
Refer to note 4 in the consolidated financial
statements.
Other information
Other information consists of the information included in the annual report other than the financial
statements and our auditor’s report thereon. Management (the board of directors and the chief executive
officer) is responsible for the other information. Our opinion on the financial statements does not cover the
other information, and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information,
and, in doing so, consider whether the board of directors’ report, the statement on corporate governance
and the statement on corporate social responsibility contain the information required by applicable legal
requirements and whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the
work we have performed, we conclude that 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
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Independent auditor's report - Saga Pure ASA 2023
A member firm of Ernst & Young Global Limited
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 of the financial statements of the Company that give a
true and fair view in accordance with the Norwegian Accounting Act and accounting standards and
practices generally accepted in Norway, and for the preparation of the consolidated financial statements
of the Group that give a true and fair view in accordance with IFRS Accounting Standards as adopted by
the EU. Management is responsible 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.
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
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Independent auditor's report - Saga Pure ASA 2023
A member firm of Ernst & Young Global Limited
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 5967007LIEEXZXG0Z404-2023-12-31-en.zip, have 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.
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
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Independent auditor's report - Saga Pure ASA 2023
A member firm of Ernst & Young Global Limited
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, 22 April 2024
ERNST & YOUNG AS
The auditor's report is signed electronically
Jon-Michael Grefsrød
State Authorised Public Accountant (Norway)
Annual Report 2023 Saga Pure ASA
54
Title: Saga Pure Annual Report
Saga Pure ASA
Published date:
22 April 2024
info@sagapure.com
Sjølyst plass 2
0278, Oslo, Norway
The publication can be downloaded on
sagapure.com