Rush Factory Oyj and Sunborn International Holding Oy are completing a share exchange; trading in shares on Nasdaq First North Growth Market Finland will begin on April 29, 2025

Company release

Rush Factory Plc

28.4.2025 at 15:00 

NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INTO THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE OR SOUTH AFRICA OR ANY OTHER STATE IN WHICH SUCH RELEASE OR RELEASE WOULD BE UNLAWFUL. ADDITIONAL INFORMATION IS SET FORTH BELOW IN THE “IMPORTANT NOTICE” SECTION. 

Rush Factory Corporation (“Rush Factory” or the “Company”) announced on December 5, 2024 that it had enter ed into a share exchange agreement, pursuant to which the Company will acquire Sunborn International Holding Oy (“SBIH”) thr ough a share exchange (the “Share Exchange”) to for m a combined group (the “Sunborn International Group”). 

The share exchange was conditional, among other things, on the exemption granted to Sunborn Oy by the Finnish Financial Supervisory Authority from the mandatory takeover bid obligation, the completion of SBIH’s EUR 11.8 million financing round, the completion of Rush Factory’s other directed share issues, the necessary decisions of Rush Factory’s extraordinary general meeting, the confirmation of the approval of the listing application, the accession to the Share Exchange Agreement by all persons who are shareholders of SBIH at the time of the Share Exchange and the fulfillment of other customary execution conditions. As all conditions for the Share Exchange have been met, Rush Factory and SBIH shareholders have today decided to implement the Share Exchange and signed the execution protocol, which implements the share exchange agreement entered into on 5 December 2024. 

Rush Factory, as authorized by the extraordinary general meeting held on 16 April 2025, has decided on a directed share issue related to the Share Exchange, in which Rush Factory has issued 562,068,565 new shares of the Company (the “Consideration Shares”). As a r esult of the implementation of the Share Exchange, Sunborn Oy will have approximately 47.8 percent of the voting rights and Saga Palvelut Oy will have approximately 15.1 percent of the voting rights of all the votes cast by the Company’s shares. 

The Niemi family will have a total of approximately 62.8 percent of the voting rights through their holdings of Sunborn Oy and Saga Palvelut Oy. Sunborn Oy and Saga Palvelut Oy have received permission from the Financial Supervisory Authority to deviate from the obligation to make a tender offer pursuant to the Securities Markets Act (746/2012, as amended) and are therefore not obliged to implement a mandatory tender offer. 

As a result of the directed share issue, the number of shares in the Company will increase to 568,596,697 shares, taking into account the directed share issue pursuant to the Rush Factory financing arrangement announced earlier today. The Consideration Shares have been registered in the Trade Register today, 28 April 2025. Trading in the Consideration Shares together with the old shares on the Nasdaq First North Growth Market Finland marketplace will commence on 29 April 2025 under the trading symbol “SBI”. 

As a result of the share exchange, the Company’s name has changed to Sunborn International Oyj. At the same time, other decisions regarding amendments to the Articles of Association made at the Company’s Extraordinary General Meeting held on 16 April 2025 have entered into force. 

Following the implementation of the share exchange, the Company's Board of Directors will consist of Jakob Eliasson, Jussi Majamaa, Hans Niemi and Xavier Valero. The Company's new Board of Directors has today, 28 April 2025, elected Hans Nieme as Chairman of the Board from among its members. The Board of Directors will consider making changes to the composition of the Board of Directors in connection with the Company's Annual General Meeting, which is expected to be held on 13 June 2025. 

The Company's new Board of Directors has today, 28 April 2025, approved the appointment of Hans Nieme as CEO of Sunborn International Group. The Sunborn International Group's Management Team has taken up its duties. The management team of Sunborn International Group, as described in the company prospectus published on 28 March 2025, includes: 

Hans Niemi, CEO 

Xavier Valero, Executive Vice President and General Counsel Jenni Saario, CFO 

Marc Skvorc, COO 

Karen Thomson, Country Manager, UK 

The company prospectus is available electronically on Sunborn International Plc's website at – SBI Company Prospectus - In English 28.3.2025 

Advisors: Origo Partners Oy acted as financial advisor to SBIH, Borenius Attorneys Oy as legal advisor to SBIH and Burson Finland Oy as communications advisor to SBIH. 

For further information, please contact: 

Hans Niemi, CEO Sunborn International Plc 

hans.niemi@sunborn.com 

+358 44 556 6132 

Certified Advisor: Nordic Certified Adviser AB, phone. +46 70 551 67 29

Distribution: 

Nasdaq Helsinki Key

media 

www.rushfactory.fi

Sunborn International

Sunborn International is an innovative developer, owner and operator of high-quality yacht hotels and other floating real estate with global operations. Yacht hotels and floating real estate offer an opportunity to utilise unused water space in city harbours and prestigious waterfront locations. 

Sunborn International currently owns two yacht hotels located in London and Gibraltar, which combine exclusive accommodation, restaurant services, conference and event venues. Sunborn International is an industry pioneer, with extensive experience in shipbuilding and vessel design as well as developing waterfront areas and harbours and tackling permitting processes in various countries. The company is actively expanding into new markets, with yacht hotel development projects in London, Vancouver and around the world. 

Further information: www.sbih.group