Cloudberry Clean Energy Annual report 2020

Cloudberry Annual report 2020 Financial statements 82 Note 5 Business combinations and other transactions Founding Cloudberry Group and assessment of the Business Combination Overview On 15 February 2020 Cloudberry Asset Management AS (now Cloudberry Clean Energy AS, “Cloudberry”) acquired Scanergy AS (now Cloudberry Develop AS), and CB Nordic Renewable and Infrastructure Fund I AS (now Cloudberry Production AS) through a capital increase. The transaction was 100% settled with shares in Cloudberry. Cloudberry was shortly after (2 April 2020) listed on the Oslo Børs, Merkur Market (Euronext Growth). The transaction was initiated and carried out by the management in Cloudberry. The management’s intention and plans were to establish a listed, Nordic renewable industrial Group which was capitalized to both develop and own renewable projects. A strong management in Cloudberry with key employees, should grow and coordinate all financing, marketing, reporting and other corporate activities for the whole group. Determining an acquirer To determine which of the combining entities that was the acquiring part, required a significant use of judgement. It could be argued that other than Cloudberry Clean Energy AS was the acquirer, but the total weight of the arguments was assessed in favour of the conclusion made. Below is a summary of the arguments that were subject to judgement. Determining which of the combining entities is the acquiring entity, requires significant use of judgement. Cloudberry Clean Energy AS has been identified as the acquirer based on an assessment of different factors. The main elements in this consid- eration are based on detailed assessments, of which the following factors are forming the conclusion; · the composition of senior management of the combined entity. 4 out of 5 members of senior management was the original management team in Cloudberry, and hence Cloudberry dominates the management of the combined entity. · the combination involved more than two entities, and the entire combination was initiated by the management and owners of Cloudberry, · the management and owners of Cloudberry planned, initiated and formed the structure for the transaction, · the composition of the Board of Directors after the business combination - a majority is from Cloudberry, · Cloudberry issued the equity interests to complete the combination, and · shortly after the combination Cloudberry became a listed entity, and the plan set by owners and management of Cloudberry was finalised. Cloudberry acquires CB Nordic Renewable and Infrastructure Fund I AS On 15 February 2020, Cloudberry Clean Energy AS acquired 100% of the voting shares in CB Nordic renewable and infrastructure fund I AS today Cloudberry Production AS (CBP). CBP is a limited company located in Oslo, Norway. CBP was acquired for NOK 83.5 million. The acquisition was financed by issuing shares at fair value of NOK 10.74 per share. 7.775 million shares in Cloudberry Clean Energy AS were issued to the former CBP shareholders at a nominal value NOK 0.25 per share (share capital increased by NOK 1.94 million). The fair value of the shares was set at observed market prices with comparable market transactions. CBP owns two powerplant companies and has entered into a contract for the purchase of two addi- tional power plants. Røyrmyra Vindpark is situated in Hå muncipality in Rogaland. The annual production is 8 GWh. Finnesetbekken Kraftverk is situated in Nesbyen muncipality in Viken. The annual production is 4 GWh. The contract for purchase is Nessakraft (34 GWh), situated in Balestrand municipality, and Bjørgelva Kraftverk (7 GWh), situated in Sørreisa. Cloudberry acquired Scanergy AS On 15 February 2020, Cloudberry Clean Energy AS acquired 100% of the voting shares in Scanergy AS (today Cloudberry Develop AS, “CBD”). CBD is a limited company located in Oslo, Norway. CBD was acquired for NOK 132.8 million.