Reference is made to the ongoing mandatory offer made by Saga Pure ASA (the"Offeror") for all outstanding shares in S.D. Standard ETC Plc (the "Offer")("SDSD" or the "Company") not held by the Offeror, for a price of NOK 1.90 perSDSD share (the "Offer Price").
The Norwegian Financial Supervisory Authority (the "NFSA") has, in itscapacityas take-over authority of Norway, pursuant to Section 6-16 (4) of theNorwegianSecurities Trading Act decided that the Company's statement pursuant toSection6-16 of the Norwegian Securities Trading Act (the "Statement") shall be issuedby the independent directors George Crystallis and Konstantinos Pantelidisjointly on behalf of the Board (the "Board"). Consequently, Chairman MartinNes,who is also the chairman of the Offeror, has not participated in theassessmentof the Offer nor in the issue of the Statement.
The Board has diligently reviewed the Offer and considered factors that theBoard deems material and relevant for the assessment of whether the Offershouldbe accepted by the shareholders of SDSD, including the trading update set outbelow and an independent valuation prepared by Fearnley Securities AS("Fearnley") (as recommended by the Norwegian Corporate Governance Code) (the"Fairness Opinion").
Board recommendation
The Board has reviewed the Offer Document and evaluated factors consideredmaterial for the assessment of whether or not the Offer should be accepted bythe shareholders of SDSD.
In conclusion, based on, inter alia, the various circumstances disclosed intheStatement, including Fearnley's assessment of the Offer from a financial pointof view, it is the Board's overall recommendation that shareholders should notaccept the Offer. The Board's conclusion is unanimous.
Each shareholder of the Company should however independently and carefullyconsider whether or not to tender its Shares into the Offer in light of thefactors set out herein, such as shareholder's investment outlook, theirownership interest, their investment risk appetite, as well as other relevantinformation, including balancing the Offer Price and any impact of potentialreduced future liquidity in the shares of the Company.
The full Statement from the Board and the Fairness Opinion are attachedhereto.
Acceptances from primary insiders
The Board has been informed that the Chairman of the Company's Board ofDirectors Martin Nes, Espen Lundaas a consultant to the Company and theManagement member Espen Landmark Fjermestad, all of whom hold shares in theCompany, have not yet concluded whether or not to accept the Offer.
Trading updateIn the offer document for the Offer, the Offeror states that it considers thatthe shares of the Company traded at a discount compared to underlying values,asthe net asset value per SDSD Share at 31 December 2024 was NOK 2.53, while theOffer Price is NOK 1.90 per share. In March 2025, SDSD divested all of itsshares and shareholder loan in Dolphin Drilling AS, resulting in a loss ofapproximately USD 18 million.
The Board has been informed by the Company's management that the net assetvalueper SDSD share as of the date hereof is approximately NOK 2.24, and that thedevelopment is primarily due to realized and non-realized results fromshort-term trading activities year to date 2025.
For further information, please contact:
Chief Financial Officer, Christos Neokleous at +357 99 53 1193
This information is subject to the disclosure requirements pursuant to Section5-12 and 6-16 of the Norwegian Securities Trading Act. This stock exchangeannouncement was published by Espen Lundaas, Consultant, at the time and dateprovided.
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