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 per
SDSD share (the "Offer Price").
The Norwegian Financial Supervisory Authority (the "NFSA") has, in its capacity
as take-over authority of Norway, pursuant to Section 6-16 (4) of the Norwegian
Securities Trading Act decided that the Company's statement pursuant to Section
6-16 of the Norwegian Securities Trading Act (the "Statement") shall be issued
by the independent directors George Crystallis and Konstantinos Pantelidis
jointly on behalf of the Board (the "Board"). Consequently, Chairman Martin Nes,
who is also the chairman of the Offeror, has not participated in the assessment
of the Offer nor in the issue of the Statement.
The Board has diligently reviewed the Offer and considered factors that the
Board deems material and relevant for the assessment of whether the Offer should
be accepted by the shareholders of SDSD, including the trading update set out
below 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 considered
material for the assessment of whether or not the Offer should be accepted by
the shareholders of SDSD.
In conclusion, based on, inter alia, the various circumstances disclosed in the
Statement, including Fearnley's assessment of the Offer from a financial point
of view, it is the Board's overall recommendation that shareholders should not
accept the Offer. The Board's conclusion is unanimous.
Each shareholder of the Company should however independently and carefully
consider whether or not to tender its Shares into the Offer in light of the
factors set out herein, such as shareholder's investment outlook, their
ownership interest, their investment risk appetite, as well as other relevant
information, including balancing the Offer Price and any impact of potential
reduced future liquidity in the shares of the Company.
The full Statement from the Board and the Fairness Opinion are attached hereto.
Acceptances from primary insiders
The Board has been informed that the Chairman of the Company's Board of
Directors Martin Nes, Espen Lundaas a consultant to the Company and the
Management member Espen Landmark Fjermestad, all of whom hold shares in the
Company, have not yet concluded whether or not to accept the Offer.
Trading update
In the offer document for the Offer, the Offeror states that it considers that
the shares of the Company traded at a discount compared to underlying values, as
the net asset value per SDSD Share at 31 December 2024 was NOK 2.53, while the
Offer Price is NOK 1.90 per share. In March 2025, SDSD divested all of its
shares and shareholder loan in Dolphin Drilling AS, resulting in a loss of
approximately USD 18 million.
The Board has been informed by the Company's management that the net asset value
per SDSD share as of the date hereof is approximately NOK 2.24, and that the
development is primarily due to realized and non-realized results from
short-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 Section
5-12 and 6-16 of the Norwegian Securities Trading Act. This stock exchange
announcement was published by Espen Lundaas, Consultant, at the time and date
provided.