Inside information: Meriaura Group’s board has conditionally decided to sell Meriaura’s minority ownership to Meriaura Invest to rearrange the group’s financing

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Meriaura Group Plc
Company announcement, Inside information                                                    25 April 2024 at 8.30 (CEST)

Inside information: Meriaura Group’s board has conditionally decided to sell Meriaura’s minority ownership to Meriaura Invest to rearrange the group’s financing

To rearrange the group’s overall financing situation, the board of Meriaura Group Plc has made a conditional decision to sell Meriaura Ltd’s minority stake to Meriaura Invest Ltd. This would settle Meriaura Invest’s EUR 4.4 million loan receivable from Meriaura Group. The decision is still conditional upon approval by the new board to be elected at the Meriaura Group’s shareholders’ meeting on 3 May 2024.

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Meriaura Group has borrowed a total of EUR 2.7 million from Meriaura Invest in 2023 and EUR 2.8 million in the current year, primarily to finance the operations of its subsidiary, Meriaura Energy Ltd. These loans have facilitated the delivery of the Bad Rappenau project and covered ongoing operating expenses. The loans have been agreed upon as long-term loans with a 6% annual interest rate and are unsecured.

The decision to resort to insider lending was made because Meriaura Energy’s business has not been financially viable due to historical losses in the business area. Additionally, collateral arrangements have been challenging, as renewable energy construction projects lack the natural collateral found in, for example, ship investments. However, there has been a need for project financing due to received orders. The financing offered by Meriaura Group’s majority shareholder, Meriaura Invest, has been the most financially efficient way to manage the company’s finances.

The transaction is intended to be structured with a dismantling clause, allowing Meriaura Group to repurchase Meriaura’s shares at their original purchase price by the end of 2024. Additionally, a shareholders’ agreement will be drafted between Meriaura Group and Meriaura Invest regarding the ownership rules applicable to Meriaura. As part of the arrangement, Meriaura Invest also commits to guaranteeing project financing for Meriaura Energy.

As this would be an insider transaction, the board of Meriaura Group has obtained expert opinions on the feasibility of the arrangement and the valuation of Meriaura, and has analyzed the risks of the transaction with the company’s advisors to fulfill its duty of care.

The transaction strengthens the group’s balance sheet and improves the possibility of expanding its funding base in the future. The arrangement also supports the just-announced ship investment by Meriaura, ensuring compliance with the ownership permanence requirement (‘change of control’) for its financing.

The purpose of the ownership permanence requirement is to ensure that the majority shareholders maintain a sufficient ownership stake in the company even in times of change. The proposed transaction would strengthen Meriaura Invest’s ownership stake in Meriaura since the ownership would be direct rather than indirect, as it is currently. Compliance with the ownership permanence requirement is important also from the group point of view, as using Meriaura Group’s listed shares as a trading instrument in a merger or other arrangement would require maintaining the current owners’ ownership stake. If the ownership stake of the current owners were diluted as a result of the planned arrangement, the risk of breaching the requirement could complicate the implementation of that arrangement.

MERIAURA GROUP PLC

Further information:

CEO Kirsi Suopelto

Tel: +358 505 602 349

Email: [email protected]

Meriaura Group Plc discloses the information provided herein pursuant to the EU Market Abuse Regulation. The information was submitted for publication 25 April 2024 at 8.30 (CEST) by the aforementioned person.

Meriaura Group in brief

Meriaura Group has two business areas: Marine Logistics and Renewable Energy.

Marine Logistics business is carried out by Meriaura Ltd, which is a major provider of transport for bulk cargo and demanding project deliveries in Northern Europe, especially in the Baltic Sea and North Sea regions. The company provides its customers with competitive and low-emission marine transport services, based on long-term affreightment agreements, modern fleet, and active development of its operational sustainability. In addition, Meriaura has a strong market position in the marine logistics in renewable energy construction projects.

The Marine Logistics business also includes VG-EcoFuel Ltd which produces biofuels from bio-oils and recycled oils generated as industrial by-products.

The Renewable Energy business focuses on comprehensive clean energy systems. Meriaura Energy Ltd designs and delivers clean energy production systems as comprehensive deliveries for industrial use and district heating. The energy production is based on large-scale solar thermal systems implemented using high-performance solar thermal collectors manufactured by the company. The Renewable Energy business also includes Rasol Ltd, specialised in delivering high-quality solar power systems for real estates, companies and solar parks.

Meriaura Group’s share is listed on Nasdaq First North Growth Market Sweden as MERIS and on Nasdaq First North Growth Market Finland as MERIH.

www.meriauragroup.com

The Company’s Certified Adviser is Augment Partners AB, [email protected], tel.  +46 8 604 22 55.

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