Cloudberry Annual report 2022 Financial statements 158 Name of Entity Accouned as Place of business Ownership intrest Part of Group from date Segment Øvre Kvemma Kraftverk AS Subsiduary Norway 100% H1-2024 Production Acquired companies in 2023 Entities with acquisition close after 1 January 2023 is included in secured portfolio, but not included in the table. Se note 29 Subsequent events. Note 29 Subsequent events Signed SPA Odin portfolio On 10 February the Group signed a sale and purchase agreement with Skovgaard Energy A/S (“Skovgaard”), a Danish renewable energy developer. The agreement secured Cloudberry a majority stake in a portfolio consisting of up to 51 high-quality wind turbines in production, with 47 turbines located in Denmark and additional 4 turbines in southern Sweden. Cloudberry will acquire 80% ownership in the newly established company Odin Energy P/S (“Odin”) while Skovgaard will keep a 20% ownership. Thisadds a total capacity of 106 MW (~311 GWh) net to Cloudberry. The turbines are high quality Vestas and Siemens turbines with an average expected remaining lifetime of about 23 years. The agreed enterprise value for 80% of Odin Energy is DKK 1,488 million. The final purchase price will be reduced with the cash flow generation between 1 January 2023 to Closing, potential pre-emptive rights in Tranche 2 (as described below) and adjustments related to net debt and net working capital. As part of the transaction and included in the enterprise value, Odin will also purchase the land associated with 44 (~95%) of the Danish turbines and certain rights to new wind and solar projects through a development agreement with Skovgaard. The transaction will be divided into two tranches, where Tranche 1 includes all entities which are wholly owned and partially owned entities without pre-emptive rights (approx. 247 GWh). Tranche 2 covers entities which are partially owned with pre-emptive rights (approx. 64 GWh). For the entities included in Tranche 2, the existing co-owners have certain shareholder rights (such as inter alia right of first refusal) which may be triggered by the transaction. Consequently, the exact size of the portfolio to be transferred in relation to Tranche 2 is subject to changes. The acquisition of the portfolio will be fully financed by existing cash and the existing bank facility available to Cloudberry by Nordic banks (approx. 50% equity and 50% debt). With the expected cash flow generation from the enlarged producing portfolio and a low levered balance sheet, Cloudberry has capacity to fund further growth such as assets in the development portfolio. The transaction is inter alia subject to approval from Danish authorities with Closing estimated in latter part of Q2 2023. Increased backlog with signed option to two projects in Sweden Cloudberry has increased its backlog to 480 MW by securing exclusive rights to the wind projects Ulricehamn Vindpark and Söderköping Vindpark both in the attractive SE-3 region.
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