Cloudberry Annual report 2022 Financial statements 108 technical and commercial, and finance and accounting services to renewable energy projects in the Nordics. Captiva Digital Solutions AS with subsidiaries, delivers digital services to renewable energy projects with operational intelligence, visualization, compliance and reporting solutions. Kraftanmelding AS, operates as a power trade agent and delivers services related to power trade on behalf of power producers. Captiva Energi AS with subsidiaries, delivers development projects within renewable hydro energy. Captiva Energi has realized 11 hydro projects over the past 5 years. The Captiva Group represented a new business segment for the Group, “Operations”, established in 2022. The agreed enterprise value was NOK 160 million on a cash and debt free basis, taken into account normalized working capital (100% basis). At completion the Company has paid a preliminary purchase price of NOK 101m. 50% of the preliminary purchase price was settled with Cloudberry shares, this was 3.484.041 shares of par value NOK 0.25 and a fair value of NOK 14.50 per share (share capital increase with NOK 0.87m). The remaining 50% was settled by cash payment of NOK 50.5m. The purchase price was subject to adjustments after audited completion accounts, the settlement amounted to NOK 0 million. Net acquired assets is in the completion accounts NOK 37.3 million (based on 100%, including non-controlling interests). The transaction is accounted as a business combination and the Captiva Group was consolidated in the Group accounts from 7 January 2022. Cloudberry is currently a 60% owner of Captiva with a call option to purchase the remaining share up to 100% of the business by 2025 at fixed terms (the remaining 40% is owned by the previous sellers). Acquisition of 26% of Enestor AS On June 1 Captiva Asset Management AS called an option to acquire further 26% of the shares in Enestor AS bringing the ownership to a total of 51%. The acquisition price was fixed at NOK 4.6m and paid in cash. The transaction is accounted as a business combination and Enestor was consolidated in the Group accounts from 1 June 2022. Acquisition Production Acquisition of 100% of Tinnkraft AS On 1 February 2022 Cloudberry Production AS completed the acquisition of 100% of the shares in Tinnkraft AS, “Tinnkraft”. Tinnkraft is a producing hydro power plant located in Tinn municipality, in the attractive NO 2 price area. The annual average power production is 6.3 GWh. The total purchase price was NOK 27.7m and was paid with cash settlement. The transaction is accounted as a business combination as Tinnkraft is a producing powerplant and established business. Tinnkraft was consolidated in the Group accounts from 1 February 2022. Acquisition of 100% of Bøen Kraft AS On 9 June 2022, Cloudberry Production AS completed the acquisition of 100% of the shares of Bøen Kraft AS “Bøen Kraft”. Bøen Kraft consists of two hydro power plants “Bøen 1” and “Bøen 2”, which both are producing hydro power plants located in Hjelmeland Municipality in Rogaland County and have an expected annual production (normalized) of total 17 GWh. The plants are in NO2 price area. In addition to the operating plants, a third license application is under prepararation, “Bøen 3” will if approved be built with a dam adding also flexibility to “Bøen 1” and “Bøen 2”. “Bøen 3” is planned with expected annual production of 5 GWh. The total purchase price was NOK 102m, of which NOK 85m was paid in cash and NOK 16m was settled with Cloudberry shares, this was 935.020 shares of par value NOK 0.25 and a fair value of NOK 17.32 per share (share capital increase with NOK 0.234m). The acquisition is accounted as a business combination as Bøen Kraft consists of two producing power plants and is an established business. Bøen Kraft was consolidated in the Group accounts from 9 June 2022.
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