The prospectus for the share exchange between Rush Factory Plc and Sunborn International Holding Oy has been published; The prospectus contains previously undisclosed pro forma information

28.3.2025 16:30:00 EET | Rush Factory Oyj | Company Announcement

Company release
Rush Factory Plc
28.3.2025 at 16:30

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 Plc (“Rush Factory”) announced on December 5, 2024, that Rush Factory, Sunborn Oy, PM Ruukki Oy, Jerovit Investment Oy and Oy Haapalandia Invest Ltd have signed a share exchange agreement, according to which it will acquire Sunborn International Holding Oy (“SBIH”) through a share exchange (the “Share Exchange”) to form a combined group (the “Sunborn International Group”).

The Share Exchange will result in a signiﬁcant change in Rush Factory’s operations, as a result of which Rush Factory has prepared a prospectus (“Prospectus”) in accordance with the rules of the Nasdaq First North Growth Market Finland (“First North”) marketplace operated by Nasdaq Helsinki Oy (“Nasdaq Helsinki”), which has been reviewed by Nasdaq Helsinki. The company prospectus is published on Sunborn International Plc's website at Company Prospectus 28.03.2025 - English translation

The estimated date of the share exchange is April 16, 2025 and trading in the shares of the Sunborn International Group First North will commence as soon as possible after the completion of the Share Exchange, on or about 17 April 2025. The Prospectus contains the following previously undisclosed or speciﬁed information in relation to the Share Exchange (capitalised terms not deﬁned in this announcement have the same meaning as in the Prospectus):

Share Exchange

In contrast to the announcement on 5 December 2024, approximately 562,068,565 Consideration Shares (previously 562,072,165) will be allocated to SBIH shareholders, bringing the total number of Rush Factory shares to 568,596,697 shares (previously 568,600,297). The change in the number of shares will not aﬀect the exchange ratio used in the Share Exchange, as the changes are due to rounding and the fact that fractional shares are not issued. After the Share Exchange is completed, Sunborn Oy will own a new approximately 47.8 percent of the corporate entity, Saga Palvelut Oy approximately 15.1 percent, PM Ruukki Oy approximately 9.9 percent, Jerovit Investment Oy approximately 5.5 percent, Oy Haapalandia Ltd approximately 5.1 percent, Nordic Credit Opportunities S.A., SICAV-RAIF approximately 3.6 percent, Nordic Credit Partners S.A., SICAV-RAIF Umbrella approximately 3.4 percent, Ilmarinen Mutual Pension Insurance Company approximately 1.0 percent and Rush Factory's current shareholders approximately 0.6 percent. The ownership interests are presented assuming that the Share Exchange and the directed share issues of Rush Factory and the ownership arrangements of SBIH made in connection with the Share Exchange are implemented as planned. The Niemen family would own a total of approximately 62.8 percent of the new corporate entity through their holdings Sunborn Oy and Saga Palvelut Oy.

As a result of the implementation of the Share Exchange, Sunborn Oy and Saga Palvelut Oy are obliged to implement a mandatory tender oﬀer. Sunborn Oy and Saga Palvelut Oy intend to submit an application for an exemption from the mandatory tender oﬀer obligation.

According to the Share Exchange Agreement, the execution of the Share Exchange is subject to a permanent exemption from the mandatory tender oﬀer obligation granted by the Financial Supervisory Authority in accordance with Chapter 11, Section 26 of the Securities Markets Act (746/2012, as amended). According to the Financial Supervisory Authority's regulations and guidelines 9/2013, unless the position of minority shareholders has been suﬃciently secured in another way, in such cases, the condition for an exemption from the tender obligation is that shareholders who are not independent of the arrangement decide on the arrangement at the target company's general meeting. In such cases, the target company must disclose suﬃcient information about the planned arrangement before the general meeting. At the general meeting deciding on the arrangement, shareholders who are not independent of the arrangement must support the arrangement by at least a two-thirds majority of the votes cast. Invitation to Rush Factory's extraordinary general meeting has been published in a company release on 26.3.2025, and the extraordinary general meeting will be held on 16.4.2025.

The above-mentioned ownership shares diﬀer from the announcement on 5.12.2024. The changes are due to the sale of shares in SBIH by Sunborn Oy. At the time of signing the share exchange agreement on 5.12.2024, Sunborn Oy owned the entire share capital of SBIH. After signing the share exchange agreement and before the implementation of the share exchange, Sunborn Oy has sold and will sell part of its ownership in SBIH.

In addition, SBIH will make a directed share issue to its ﬁnancial advisor Origo Partners Oy, which has aﬀected the number of shares to be directed in SBIH's other share issues and the distribution of ownership. However, there has been no impact on SBIH's valuation or the exchange ratio used in the Share Exchange. After the Share Exchange is completed, Origo Partners Oy will receive a fee of EUR 480,000, of which EUR 200,000 will be paid in SBIH shares using the valuation and exchange ratio agreed in the Share Exchange Agreement.

Immediately prior to the implementation of the Share Exchange, 803,722 of SBIH's own shares will be issued to Origo Partners Oy, which, in accordance with the exchange ratio of the Share Exchange, entitle it to 1,310,931 Consideration Shares.

Business Model

The Sunborn International Group’s business model is based on six pillars (previously ﬁve pillars): 1) acquiring and managing ﬂoating project sites; 2) designing and building; 3) owning yacht hotels; 4) operating the hotel business; 5) providing technical support and maintenance for yacht hotels; and 6) designing, building, developing and operating new types of ﬂoating hotel and event properties.

Strategy

The Sunborn International Group speciﬁes its strategy as follows: Sunborn International Group aims to be the global market leader in ﬂoating accommodation, tourism and event properties.

Key ﬁnancial information for Yacht Hotels for the ﬁnancial year 2024

Currently, SBIH owns and operates two yacht hotels, located in London and Gibraltar.

In 2024, Sunborn London Yacht Hotel had a turnover of £10,598 thousand (2023: £10,548 thousand) and an EBITDAR of £3,589 thousand (2023: £3,652 thousand). In the ﬁrst six months of 2024, turnover was £4,994 thousand (H1/2023: £5,282 thousand) and in the second six months, £5,604 thousand (H2/2023: £5,266 thousand). Of the 2024 revenue, 58 percent came from hotel operations (59 percent in 2023), 35 percent from food and beverage sales (34 percent in 2023) and 6 percent from other sales (7 percent in 2023). The book value of the Sunborn London Yacht Hotel as of 31 December 2024 was EUR 6.7 million at acquisition cost in accordance with the rules and regulations governing the preparation of ﬁnancial statements in Finland (“Finnish Accounting Practice”), less accumulated depreciation. According to the valuation report prepared by Altum Marine in March 2025, the value of the Sunborn London Yacht Hotel was EUR 50 million (EUR 49 million according to the previous valuation report prepared in October 2023).

In 2024, Sunborn Gibraltar Yacht Hotel had a turnover of £10,653 thousand (2023: £10,171 thousand) and an EBITDAR of £2,357 thousand (2023: £2,263 thousand). In the ﬁrst six months of 2024, turnover was £4,840 thousand (H1/2023: £4,761 thousand) and in the second six months, £5,814 thousand (H2/2023: £5,410 thousand). Of the turnover in 2024, 68 percent came from hotel operations (67 percent in 2023), 26 percent from food and beverage sales (26 percent in 2023) and 6 percent from other sales (7 percent in 2023). The carrying amount of Sunborn Gibraltar Yacht Hotel as of 30 June 2024 was EUR 90.5 million at cost less accumulated depreciation under IFRS. According to the valuation report prepared by Altum Marine in February 2025, the value of Sunborn Gibraltar Yacht Hotel was USD 136 million (USD 144 million in the previous valuation report prepared in May 2023).

New Projects

The strategy for Sunborn London Yacht Hotel is to continue its operations in London until the completion of a new, larger yacht hotel in London by the end of 2026. After this, Sunborn London Yacht Hotel will move to Seville, where it will continue its operations. Sunborn International Group has negotiated a 30-year berth lease with an option to extend in Seville. Sunborn International Group updates the timetable for signing the ﬁnal Seville lease. Sunborn International Group estimates that it will sign the ﬁnal lease during the ﬁrst half of 2025, once Sunborn International Group has approved the technical implementation plan for the project with the Seville Port Authority.

The construction contract for the new London Yacht Hotel can be signed once the Spanish Export Credit Agency CESCE has approved the agreement. The ﬁnancing required for the construction contract requires a self-ﬁnancing portion, after which the Sunborn International Group estimates that CESCE will approve the construction contract during the ﬁrst half of 2025. The Sunborn International Group intends to cover the self-ﬁnancing portion with funds raised in the directed share issues in connection with the Share Exchange.

As of the date of this press release, the Sunborn International Group has a total hotel capacity of 327 rooms, and with the construction of the new Evolution series yacht hotels, the hotel capacity would increase by a total of 450 rooms. The Sunborn International Group plans to build over 3,500 hotel rooms according to the new Evolution series model over the next 5–10 years, and in addition, the Sunborn International Group is planning new types of ﬂoating structures that are more suitable for diﬀerent types of sites than yacht hotels. Development projects are underway in London, Vancouver and Seville, in addition to which there are active projects in Ireland, Iceland, China, the Middle East and Oceania, among others.

Pro Forma Financial Information

The Prospectus contains unaudited pro forma ﬁnancial information (“Pro Forma Information”), which is presented for illustrative purposes only to illustrate the ﬁnancial eﬀects of the Share Exchange. The Pro Forma Information is presented for illustrative purposes only. By its nature, the Pro Forma Information shows what would have been the hypothetical eﬀect if the Share Exchange had occurred at an earlier date and is therefore not indicative of what the actual results of operations or ﬁnancial position of the Sunborn International Group would have been. The Pro Forma Information is not intended to be a forecast of what the results of operations or ﬁnancial position of the Sunborn International Group will be in the future. The Pro Forma information included in the prospectus is attached in its entirety as Appendix 1 to this release.

The unaudited pro forma income statements for the years ended December 31, 2024 and December 31, 2023 have been prepared assuming that the Share Exchange would have been completed on January 1, 2023. The unaudited pro forma balance sheet as of December 31, 2024 has been prepared assuming that the Share Exchange would have been completed on January 1, 2023. The Pro Forma information presented in the prospectus is based on ﬁnancial information derived from the unaudited ﬁnancial information of SBIH's separate companies and subgroup companies for the ﬁnancial year ended 31 December 2024 and the audited ﬁnancial statements, the unaudited balance sheet of Sunborn Gibraltar (Holdings) Ltd and the unaudited ﬁnancial statements of Sunborn International Oy for the ﬁnancial year ended 31 December 2023. SBIH is a subgroup of Sunborn Oy and no oﬃcial, audited, published subgroup ﬁnancial statements have been prepared pursuant to the exception of Chapter 6, Section 1, Subsection 4 of the Accounting Act. In addition, the ﬁgures have been derived from Rush Factory's unaudited ﬁnancial information for the ﬁnancial year ended 31 December 2024 and the audited consolidated ﬁnancial statements for the ﬁnancial year ended 31 December 2023. The Pro Forma information has been prepared in accordance with Annex 20 to Commission Delegated Regulation (EU) 2019/980 and the accounting policies that Sunborn International Group will apply in its consolidated ﬁnancial statements following the Share Exchange, which will be prepared in accordance with Finnish Accounting Standards.

In preparing the Pro Forma information, adjustments have been made to the historical ﬁnancial information in order to reﬂect the pro forma impact of the events resulting from the Share Exchange. Reclassiﬁcations and adjustments have been made to Rush Factory's historical ﬁnancial information. Rush Factory's subsidiaries Funrun Finland Oy have been declared bankrupt, Funrun Events UK Ltd has been placed in voluntary liquidation and the share capital of VE Volkslauf Events GmbH has been sold to a third party, as a result of which the ﬁgures of the subsidiaries have been written down in Rush Factory's income statements for the ﬁnancial years ended 31 December 2024 and 31 December 2023 and in the balance sheet as of 31 December 2024. In addition, the historical ﬁnancial information of SBIH's separate companies has been combined with the SBIH Group. The pro forma adjustments are based on available information and assumptions, which are described in the notes. There is no assurance that the assumptions used in preparing the Pro Forma information will prove to be correct. In addition, the allocation of the acquisition cost has been made on a preliminary basis, as a result of which the ﬁnal result of the Share Exchange will diﬀer from this Pro Forma information. The pro forma adjustments do not include estimated synergies or the eﬀects of possible future restructurings and/or personnel reductions.

Unaudited pro forma key ﬁgures and alternative key ﬁgures

The key pro forma key ﬁgures of the Sunborn International Group presented in the Company Prospectus are net sales, proﬁt (loss) before taxes and balance sheet total, and the pro forma alternative key ﬁgures presented in this Company Prospectus are EBITDA and its relative share of net sales, operating proﬁt (loss) (EBIT) and its relative share of net sales, proﬁt (loss) before taxes and its relative share of net sales, liquidity and equity ratio. In addition, the Sunborn International Group presents the average daily rate (ADR), revenue per available room (RevPAR) and room occupancy rate as key alternative key ﬁgures typical for the industry.

EBITDA represents the Sunborn International Group's operating result excluding planned depreciation and amortization of goodwill, ﬁnancial items and taxes. Operating proﬁt (EBIT) describes the Sunborn International Group's proﬁt before interest, taxes and taxes.

The balance sheet total describes the total amount of assets available to the company, i.e. the total amount of assets and liabilities. Liquidity describes the company's ability to meet short-term expenses and obligations. The equity ratio describes the company's capital structure.

Occupancy rate (%) is calculated by dividing the number of rooms sold by the number of all available rooms. This indicator measures the utilization rate of the Sunborn International Group's available room capacity.

The indicator describing the average daily rate (ADR) is calculated by dividing the turnover of hotel rooms by the number of rooms sold in a given period. ADR describes the average room rate received from Sunborn International Group's hotels in a given period.

Revenue per room (RevPAR) describes the turnover of hotel rooms divided by the total number of available rooms in a given period. RevPAR represents the unit-speciﬁc revenue generated by Sunborn International Group's hotel rooms during diﬀerent ﬁnancial periods.

The hotel room revenue used in ADR and RevPAR measures does not include other revenue generated by Sunborn International Group's hotels, such as food and beverage sales.

Some of the Sunborn International Group's pro forma ﬁnancial measures presented in the following table are alternative performance measures. Alternative performance measures should not be viewed separately from the performance measures calculated on the basis of ﬁnancial statements prepared in accordance with Finnish Accounting Standards. These ﬁgures do not represent the historical performance of Sunborn International Group. Not all companies calculate alternative performance measures in a consistent manner, which is why the alternative performance measures may not be comparable with the performance measures presented by other companies with similar names.

The following table provides a summary of key performance measures related to the Pro Forma information, as stated at the dates and periods indicated.

Pro forma key ﬁgures	1.1.–31.12.
Thousand euros	2024	2023
	(unaudited)
Net sales	25 101	23 820
EBITDA (1	4 730	4 371
% of net sales (1	19 %	18 %
Operating proﬁt (loss) (EBIT) (1	-4 196	-4 601
% of net sales (1	-17 %	-19 %
Proﬁt (loss) before taxes	-9 655	-11 210
% of net sales (1	-38 %	-47 %
Balance sheet total (2	175 183
Current ratio, % (1, (2	23 %
Equity ratio, % (1, (2	42 %

Euros
Average daily price (ADR) (1	194,3	192,5
Revenue per room (RevPAR) (1	132,3	126,0
Occupancy rate, % (1	68 %	65 %

Alternative measure.
The Pro Forma information includes only the pro forma balance sheet as of December 31, 2024, and therefore the balance sheet-based measures are not presented as of December 31, 2023.

In addition, Sunborn International Group presents certain key SBIH measures that are derived from SBIH’s consolidated historical data and therefore apply only to SBIH without taking into account Rush Factory’s ﬁgures.

SBIH’s pro forma revenue in 2024 was EUR 25.1 million (EUR 23.8 million in 2023) and its pro forma operating EBITDA was EUR 5.5 million (22 percent of pro forma revenue) (EUR 5.5 million and 23 percent of pro forma revenue in 2023).

SBIH's pro forma current ratio as of December 31, 2024 was 24 percent and its pro forma equity ratio was 19 percent.

Advisors

Origo Partners Oy acts as SBIH's ﬁnancial advisor, Borenius Attorneys Oy as SBIH's legal advisor and Burson Finland Oy as SBIH's communications advisor.

For more information:
Mika Metsämäki; CEO
Rush Factory Oyj
mika@rushfactory.ﬁ
+358 44 5544 894

Approved advisor: Nordic Certiﬁed Adviser AB, tel. +46 70 551 67 29

Distribution:

Nasdaq Helsinki
Key media
www.rushfactory.ﬁ

Rush Factory Oyj

Rush Factory is an international experience factory that develops and implements unique event and experience concepts. Based in Rauma, Rush Factory's international wellness-focused sports and experience event tours have provided fun and unforgettable experiences to over 400,000 customers since 2015. Rush Factory's growth and business are supported by the Company's business model, which challenges the industry's traditional operating models by solving typical problem areas in event production and implementation, e.g. by reducing the risks and costs of outsourcing, and by being independent of the venue or performer. In addition, the mobile nature of Rush Factory's business and its ability to bring unique event experiences to where customers are, allows it to be independent of market cycles.

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

Important Notice

The release or distribution of this press release may be restricted by law, and persons into whose possession this press release or any documents or other information referred to in this press release come should inform themselves of and comply with such restrictions. The information contained in this press release is not intended for release or distribution, in whole or in part, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Japan, Hong Kong, Singapore, South Africa or any other jurisdiction where its release or distribution would violate applicable laws or regulations or would require the preparation of additional documents or registration or other measures in addition to those required by Finnish law. Failure to comply with these restrictions may result in a violation of the securities laws of such jurisdictions. This press release is not directed to or intended for distribution to or use by any person or entity who is a citizen of, or resides in, or is located in, any place, state, country or other jurisdiction in which such distribution, disclosure, availability or use would be unlawful or would require any registration or permit in such jurisdiction.

The information contained in this press release does not constitute an oﬀer for sale of securities in the United States, and no securities may be oﬀered or sold in the United States, and no information is intended for distribution in or into the United States or any other jurisdiction in which such distribution would be unlawful. The securities referred to in this press release are not intended to be registered in the United States or oﬀered to the public in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”) and may not be oﬀered, sold or delivered in or into the United States except pursuant to an applicable exemption or in a transaction to which the U.S. securities laws do not apply.

This announcement is made for informational purposes only and does not constitute an oﬀer or solicitation of an oﬀer to purchase any securities by or on behalf of Rush Factory, SBIH or any other person.

This announcement is not a notice of a special meeting of shareholders or a prospectus. All decisions regarding the Exchange should be based solely on the information contained in the notice of the special meeting of shareholders, the prospectus relating to the Exchange and an independent analysis of the information contained therein. Investors are advised to consult the prospectus for more detailed information on SBIH, the Post-Share Exchange business and the Share Exchange. The review of the prospectus by Nasdaq Helsinki should not be construed as an endorsement of the securities to which the prospectus relates. No agreement, commitment or investment decision should be made in reliance on any part of this announcement or information from its distribution and should not be relied upon in connection with any agreement, commitment or investment decision. The information contained in this announcement has not been independently veriﬁed and is not claimed to be complete or complete and is subject to change. No express or implied representations or warranties are made as to the fairness, accuracy, completeness or correctness of any information or views given in this announcement and such reliance should not be placed on such information or views. Neither Rush Factory, SBIH nor any of their aﬃliates, advisors or representatives, nor any other party shall be liable for any damages (whether in tort or otherwise) arising out of or in connection with the use of this announcement or its contents or otherwise in connection with this announcement. Each party must rely on its own investigation and analysis of Rush Factory, SBIH, their securities and the Share Exchange, including the beneﬁts and risks associated therewith. The Transaction may have tax consequences for SBIH shareholders, who should obtain their own tax advice.

Rush Factory has not authorised the oﬀering of securities to the public in the United Kingdom or any Member State of the European Economic Area other than Finland. With the exception of Finland, no steps have been taken or will be taken in the United Kingdom or any Member State of the European Economic Area to which the Prospectus Regulation applies (each a “Relevant Member State”) to oﬀer securities to the public in a manner that would require the publication of a prospectus in a Relevant Member State. As a result, securities may only be oﬀered in the Relevant Member States (a) to legal persons who meet the criteria for sophisticated investors as deﬁned in the Prospectus Regulation or (b) in any other situation as deﬁned in Article 1(4) of the Prospectus Regulation. In this paragraph, the expression “oﬀer securities to the public” means a communication addressed to persons in any form and by any means, which provides suﬃcient information about the terms of the oﬀer and the securities to be oﬀered to enable an investor to make a decision whether to purchase or subscribe for those securities. The term “Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council, as amended (in the case of the United Kingdom as part of the domestic law of the United Kingdom pursuant to the European Union (Withdrawal) Act 2018).

The information contained in this press release is directed only at (i) persons outside the United Kingdom or (ii) persons who have professional investment experience within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Regulations 2005 (the “Regulation”) and (iii) high net worth entities within the meaning of Regulation 49(2) or other persons to whom the document may lawfully be served (all of the foregoing persons together, the “Relevant Persons”). All investment activities related to this announcement are only available to and will only be undertaken with Relevant Persons. No person who is not a Relevant Person should act on or rely on this announcement.

The company prospectus is published on Sunborn International Plc's website at Company Prospectus 28.03.2025 - English translation

This press release contains “forward-looking statements” that are based on current plans, estimates, forecasts and expectations and are not guarantees of future results. They are based on certain currently reasonable expectations and assumptions that may prove to be incorrect. Shareholders should not place reliance on these forward-looking statements. Numerous factors could cause the actual results of operations or ﬁnancial position of the Sunborn International Group to diﬀer materially from those expressed or implied by the forward-looking statements. Rush Factory, SBIH or any of their aﬃliates, advisors or representatives or any other party undertakes no obligation to review, conﬁrm or publish any revisions to any forward-looking statements to reﬂect events or circumstances after the date of this press release. In addition, there can be no assurance that the Share Exchange will be completed in the manner and on the schedule described in this release, or at all.

This release contains pro forma ﬁnancial information regarding SBIH’s business and assets. This pro forma ﬁnancial information has not necessarily been audited, reviewed or conﬁrmed by an independent accounting ﬁrm. Some of the ﬁnancial information included in this release consists of “alternative performance measures”. These alternative performance measures, as determined by Rush Factory and SBIH, may not be comparable to similar performance measures presented by other companies and should not be considered an alternative to historical ﬁnancial results or other measures of cash ﬂows in accordance with the rules or regulations governing the preparation of SBIH’s ﬁnancial statements in Finland. Although the management of Rush Factory and SBIH use alternative performance measures to assess ﬁnancial position, performance and liquidity, and although investors often use such measures, they are signiﬁcantly limited as analytical tools and should not be viewed separately from or as a substitute for SBIH’s ﬁnancial position or performance as reported in accordance with the laws or regulations governing the preparation of ﬁnancial statements in Finland.

Origo Partners Oy is acting solely as a ﬁnancial advisor to SBIH and to no other person outside the United States in the matters referred to in this press release. Origo Partners Oy is not responsible to anyone other than SBIH by virtue of its client relationship and does not provide advice on the Arrangement or any matter referred to in this press release.

Appendix 1 – Unaudited Pro Forma Financial Information

General

This Prospectus contains unaudited pro forma ﬁnancial information (“Pro Forma Information”) reﬂecting the eﬀects of the combination of Rush Factory and SBIH (including the separate entities and sub-group companies Sunborn International (UK) Limited, Sunborn London Corporation, Sunborn International Oy, Sunborn (Gibraltar) Ltd, Sunborn (Gibraltar) Resort Ltd and Sunborn (Gibraltar) Holdings Ltd) on the ﬁnancial information of the Sunborn International Group. Sunborn London Corporation is a sub-group of SBIH, which includes the separate entity Sunborn London Admin Oy of the sub-group. The information of Sunborn Spain SLU, OÜ Sunborn Marine, Sunborn Evolution Ltd and Sunborn Vancouver Holding Ltd, which are part of the SBIH Group, has not been combined with the Pro Forma information, as Sunborn Spain SLU, OÜ Sunborn Marine and Sunborn Evolution Ltd do not have active business operations as of the date of the Prospectus and Sunborn Vancouver Holding Ltd was established in January 2025 and no historical ﬁnancial information is available for it.

The Pro Forma information is presented to illustrate the ﬁnancial impact of the proposed Share Exchange. This Pro Forma information is presented for illustrative purposes only. By its nature, the Pro Forma information shows what would have been the hypothetical impact if the Share Exchange had been completed at an earlier date and therefore does not reﬂect what the actual operating results or ﬁnancial position of the Sunborn International Group would have been. The Pro Forma information is not intended to predict what the operating results or ﬁnancial position of the Sunborn International Group would be in the future.

The pro forma adjustments are based on available information and assumptions, which are described in the notes to the ﬁnancial statements. There can be no assurance that the assumptions used in preparing the pro forma information will prove to be correct. In addition, the allocation of the acquisition cost has been made on a preliminary basis, as a result of which the ﬁnal result of the Share Exchange will diﬀer from this pro forma information. The pro forma adjustments do not include estimated synergies or the eﬀects of possible future restructurings and/or personnel reductions.

The Pro Forma information has been derived from the combined unaudited ﬁgures of SBIH and Rush Factory for the ﬁnancial year ended 31 December 2024, and the audited ﬁgures of Rush Factory's consolidated ﬁnancial statements for the ﬁnancial year ended 31 December 2023, and the audited ﬁnancial statements of SBIH's separate entities and sub-group companies, the unaudited balance sheet of Sunborn (Gibraltar) Holdings Ltd[1] and the unaudited ﬁnancial statements of Sunborn International Oy for the ﬁnancial year ended 31 December 2023. SBIH is a subgroup of Sunborn Oy and has not been the subject of oﬃcial, audited and published subgroup ﬁnancial statements pursuant to the exception of Chapter 6, Section 1, Subsection 4 of the Accounting Act (1336/1997, as amended, “Accounting Act”), but the audited ﬁnancial statements of SBIH and its separate companies have been consolidated into the consolidated ﬁnancial statements of Sunborn Oy. The ﬁgures of the individual companies have been audited and have been directly consolidated with Sunborn Oy. Sunborn Oy is not part of the Sunborn International Group created in the Share Exchange, but only a future shareholder of the Company upon the completion of the Share Exchange.

The pro forma information has been prepared to describe the operations of the Sunborn International Group, and the main focus of the operations is on the operations that will become part of the Sunborn International Group as a result of the Share Exchange. The Sunborn International Group will be listed on First North in connection with the Share Exchange.

The pro forma information includes the income statement for the ﬁnancial years ended December 31, 2024 and December 31, 2023, and the balance sheet as of December 31, 2024.

Accounting principles

The Pro Forma information has been prepared in accordance with Annex 20 to Commission Delegated Regulation (EU) 2019/980 and the accounting principles that Sunborn International Group will apply in its consolidated ﬁnancial statements after the Share Exchange, which will be prepared in accordance with Finnish Accounting Standards. The basis for the Pro Forma information is the consolidated ﬁnancial statements of SBIH’s separate entities and the consolidated ﬁnancial statements of Rush Factory, prepared in accordance with Finnish Accounting Standards. In preparing the Pro Forma information, adjustments have been made to historical data to reﬂect the pro forma eﬀect of the events mentioned and which are substantiated by the facts. The pro forma adjustments are based on available information, such as agreements made with external experts and calculations based on these, and certain assumptions that SBIH’s management believes are reasonable in the prevailing circumstances.

SBIH and Rush Factory have performed a preliminary analysis of their accounting policies. Based on the preliminary analysis, the companies have not been aware of any diﬀerences in accounting policies that could have a material impact on the Pro Forma information. Once the Share Exchange is completed, the Sunborn International Group may identify diﬀerences in accounting policies that were not identiﬁed in the preliminary analysis.

The independent assurance report on the compilation of the Pro Forma information included in this Prospectus is attached as Appendix B to the Prospectus.

Exchange Rates Used

The following table sets forth the exchange rates used to convert the ﬁgures of the special purpose entities, which have been applied to the applicable items as of the dates set out below:

Financial period 1.1.–31.12.2024	EUR/GBP - exchange rate	Exchange rate date
Income statement	0,84662	1.1.–31.12.2024 average exchange rate
Balance sheet	0,82918	31.12.2024

Financial period 1.1.–31.12.2023	EUR/GBP - exchange rate	Exchange rate date
Income statement	0,86979	1.1.–31.12.2023 average exchange rate
Balance sheet	0,86905	29.12.2023

Pro forma adjustments

Adjustments have been made to Rush Factory's unaudited income statement for the ﬁnancial year ended 31 December 2024 and to the audited income statement for the ﬁnancial year ended 31 December 2023 and to the unaudited balance sheet for the ﬁnancial year ended 31 December 2024 in order to prepare pro forma information. Of Rush Factory's subsidiaries, Funrun Finland Oy has been declared bankrupt, Funrun Events UK Ltd has been placed in voluntary liquidation and the share capital of VE Volkslauf Events GmbH has been sold to a third party, as a result of which write-downs have been made to the ﬁgures of the subsidiaries. As a result, the combined eﬀect of the companies' release from liabilities and the derecognition of assets has been recorded in retained earnings.

Rush Factory's adjustments to the income statement relate to the Group's net sales, materials and services, personnel expenses, other operating income and expenses, depreciation and amortization, and ﬁnancial income and expenses. The adjustments to the balance sheet mainly relate to ﬁxed and current assets, equity and short-term liabilities.

The adjustments to Rush Factory are disclosed in more detail in pro forma note 1.

Adjustments have been made to SBIH’s consolidated balance sheet and income statement to prepare the Pro Forma information presented in this Company Prospectus.

Internal eliminations have been made to SBIH’s consolidated pro forma balance sheet and income statement, which are derived from the unaudited ﬁnancial information and audited ﬁnancial statements of SBIH’s separate entities and group companies. The adjustments to the pro forma income statements for the years 1 January–31 December 2024 and 1 January–31 December 2023 relate to rental income and expenses, ﬁnancial income and expenses, change in depreciation diﬀerence and change in deferred taxes. The adjustments to the pro forma balance sheet as of December 31, 2024 relate to group receivables and liabilities. (Pro forma note 2.)

The historical ﬁnancial statements of SBIH’s separate entities and group companies have been reclassiﬁed to comply with Finnish Accounting Standards in order to form the combined pro forma balance sheet and income statement of SBIH. The diﬀerences related to the diﬀerent accounting policies of the separate entities and group companies have been classiﬁed to comply with Finnish Accounting Standards. (Pro forma note 3.)

Adjustments have also been made to SBIH’s pro forma balance sheet as of December 31, 2024, regarding the completed directed share issues, the conversion of loans into equity and previously unrecognized interest expenses according to the updated debt agreement.

Adjustments have been made to SBIH's pro forma income statement for the period 1 January–31 December 2023 to improve the comparability of accounting principles with the ﬁnancial period 1 January–31 December 2024. (Pro forma note 4.)

In addition, adjustments have been made to the pro forma balance sheet of Sunborn International Group for the period 31 December 2024 and the pro forma income statements for the ﬁnancial periods 1 January–31 December 2024 and 1 January–31 December 2023 regarding the eﬀects of the Rush Factory and SBIH Share Exchange. (Pro forma note 5.)

The SBIH Group's separate companies Sunborn London Oyj and Sunborn (Gibraltar) Ltd own the Yacht Hotels related to SBIH's business. In the ﬁnancial statements of the separate companies, the Yacht Hotels are presented as investment properties, but in SBIH's pro forma balance sheet, the holdings are presented as ﬁxed assets. Due to the hotel operations, the Yacht Hotels are used in connection with SBIH's own business operations and therefore do not constitute investment property operations in accordance with IFRS and IAS 40, where the asset is held solely for capital appreciation or rental income. Chapter 5, Section 2 b of the Accounting Act requires the application of IAS 40 in Finnish Accounting Practice if the assets are presented as investment property.

SBIH's adjustments are described in more detail in pro forma notes 2, 3 and 4.

Merger of SBIH and Rush Factory through a share exchange

Rush Factory, Sunborn Oy, PM Ruukki Oy, Jerovit Investment Oy and Oy Haapalandia Invest Ltd signed a Share Exchange Agreement on 5 December 2024, according to which Rush Factory will acquire the entire share capital of SBIH through a share exchange. In the Share Exchange, the Sellers will transfer the entire share capital of SBIH to Rush Factory in consideration for 562,068,565 new shares in Rush Factory. The total number of Shares in the Sunborn International Group after the Share Exchange is 568,596,697. The Share Exchange is conditional on the approval of Rush Factory’s extraordinary general meeting to be held on 16 April 2025. The conditions for the implementation of the Share Exchange contained in the Share Exchange Agreement are set out in the section “Share Exchange and Share Exchange Agreement – Conditions of the Share Exchange Agreement”. As a result of the share exchange, SBIH will become a wholly owned subsidiary of Rush Factory and SBIH shareholders will become shareholders of the listed Sunborn International Group. The notional value of SBIH's share capital is determined in the Share Exchange Agreement to be EUR 86.1 million, assuming that the total ﬁnancing round of EUR 11.8 million planned by SBIH prior to the implementation of the Share Exchange is fully realized, and the value of Rush Factory's share capital is determined in the Share Exchange to be EUR 1 million. The share exchange is estimated to be realized on April 16, 2025, provided that all conditions for implementation are met.

The share exchange will be recorded in Rush Factory's accounting as an acquisition, where the acquisition price consists of the value of the SBIH shares received in kind. The acquisition price will be recorded in the invested unrestricted equity fund. The diﬀerence between the acquisition price and the SBIH Group's equity at the time of acquisition will be recorded in goodwill, which will be amortized over 10 years. The merger through a share exchange is described in more detail in the section “Share Exchange and Share Exchange Agreement”.

Prior to and in connection with the Share Exchange, ownership arrangements will be implemented in both Rush Factory and SBIH, further details of which are presented in the section “Share Exchange and Share Exchange Agreement – Ownership Arrangements Related to the Share Exchange”.

Unaudited Combined Pro Forma Income Statements

The following table presents the unaudited combined pro forma income statement for the ﬁnancial year ended 31 December 2024:

Unaudited Sunborn International Group Pro Forma Income Statement 1.1.–31.12.2024
Thousands of euros	Rush Factory Plc	Rush Factory Plc	SBIH	SBIH	SBIH	Sunborn International Group	Sunborn International Group
	Consolidated Income Statement	Total adjustments	Determined consolidated income statement	IFRS reversal adjustments	Total adjustments after the ﬁnancial period	Eﬀect of share exchange	Consolidated Pro Forma Income Statement
		Note 1	Note 2	Note 3	Note 4	Note 5

Revenue	831	-831	25 101	-	-	-	25 101

Other operating income	218	-193	42	-	-	-	67

Materials and services	-385	378	-4 613	-	-	-	-4 620

Personnel expenses	-372	115	-8 719	-	-	-	-8 976

Other operating expenses	-855	297	-6 104	-181	-	-	-6 842

EBITDA	-562	-234	5 707	-181	-	-	4 730

Depreciation	-40	39	-2 561	165	-	-6 530	-8 926

Proﬁt (loss) before taxes	-602	-195	3 146	-16	-	-6 530	-4 196

Interest and other ﬁnancial income	24	-24	3 221	-	-	-	3 221
Interest expenses and other ﬁnancial expenses	-557	483	-8 639	33	-	-	-8 680

Proﬁt (loss) before taxes	-1 135	264	-2 272	17	-	-6 530	-9 655

Change in deferred taxes	-	-	59	3	-	-	62
Taxes	-	-	-24	-	-	-	-24

Result for the period	-1 135	264	-2 238	21	-	-6 530	-9 617

Katso Pro Forma -tietojen liitetiedot jäljempänä.

Seuraavassa taulukossa esitetään tilintarkastamaton yhdistetty pro forma -tuloslaskelma 31.12.2023 päättyneeltä tilikaudelta:

Unaudited pro forma income statement of Sunborn International Group 1.1.–31.12.2023
Thousands of euros	Rush Factory Plc	Rush Factory Plc	SBIH	SBIH	SBIH	Sunborn International Group	Sunborn International Group
	Consolidated Income Statement	Total adjustments	Determined consolidated income statement	IFRS reversal adjustments	Total adjustments after the ﬁnancial period	Eﬀect of share exchange	Consolidated Pro Forma Income Statement
		Note 1	Note 2	Note 3	Note 4	Note 5

Revenue	3 213	-3 213	23 820	-	-	-	23 820

Other operating income	70	-70	-	-	-	-	-

Materials and services	-1 277	1 277	-3 025	-	-1 296	-	-4 321

Personnel expenses	-443	146	-8 144	-	-	-	-8 441

Other operating expenses	-1 473	591	-6 956	-145	1 296	-	-6 687

EBITDA	90	-1 269	5 695	-145	-	-	4 371

Depreciation	-89	87	-2 564	123	-	-6 530	-8 972

Proﬁt (loss) before taxes	1	-1 181	3 131	-22	-	-6 530	-4 601

Interest and other ﬁnancial income	4	-2	1 423	-	-	-	1 424
Interest expenses and other ﬁnancial expenses	-77	35	-7 777	32	-246	-	-8 033

Proﬁt (loss) before taxes	-73	-1 149	-3 223	10	-246	-6 530	-11 210

Change in deferred taxes	-	-	9	-2	-	-	7
Taxes	-	-	-16	-	-	-	-16

Result for the period	-73	-1 149	-3 230	8	-246	-6 530	-11 219

See Pro Forma Notes below.

Unaudited Pro Forma Combined Balance Sheet

The following table sets forth the unaudited pro forma combined balance sheet as of December 31, 2024:

Unaudited pro forma balance sheet of Sunborn International Group 31.12.2024
Thousands of euros	Rush Factory Plc	Rush Factory Plc	SBIH	SBIH	SBIH	Sunborn International Group	Sunborn International Group
	Consolidated Income Statement	Total adjustments	Determined consolidated income statement	IFRS reversal adjustments	Total adjustments after the ﬁnancial period	Eﬀect of share exchange	Consolidated Pro Forma Income Statement
		Note 1	Note 2	Note 3	Note 4	Note 5

ASSETS

Non-current assets
Intangible rights	-	-	-	-	-	-	-
Goodwill	-	-	-	-	-	52 237	52 237
Other intangible assets	-	-	-	-	-	-	-
Land and water areas	113	-	-	-	-	-	113
Buildings and structures	-	-	1 033	-756	-	-	277
Machinery and equipment	30	-30	104 130	-	-	-	104 130
Advance payments and construction in progress	1 301	-	518	-	-	-	1 819
Shares in subsidiaries	-	-	-	-	-	-	-
Deferred tax assets	-	-	-	-	-	-	-
Other non-current receivables	-	-	-	-	-	-	-
Total non- current assets	1 444	-30	105 681	-756	-	52 237	158 576

Current assets
Inventories	17	-17	322	-	-	-	322
Trade receivables	17	-17	835	-	-	-	835
Loan receivables	24	-24	-	-	-	-	-
Other receivables	198	-179	1 470	-	-	-	1 488

Accrued income	380	-380	558	-	-	-299	259
Receivables from other companies	-	-	-	-	-	-	-
Investments	-	-	3	-	-	-	3
Other shares and participations	-	-	-	-	-	-	-
Cash and cash equivalents	48	144	2 208	-	11 300	-	13 699
Total current assets	684	-474	5 396	-	11 300	-299	16 607

Total assets	2 128	-503	111 077	-756	11 300	51 938	175 183

ASSETS

Equity
Share capital	250	-	-	-	-	-	250
Invested unrestricted equity fund	1 874	809	500	-	26 290	59 310	88 783
Translation diﬀerences reserve	-93*	90	6 144	5	-	-6 149	-3
Retained earnings	-3 029*	1 539	-7 180	-	-246	897	-8 020
Proﬁt (loss) for the ﬁnancial year	-1 135	264	-2 238	21	-	-4 312	-7 400
Equity loan	352	-352	-	-	-	-	-
Total equity	-1 781	2 351	-2 774	25	26 044	49 745	73 611

Non-controlling interests	-	-	-	-	-	-	-

Liabilities

Non-current liabilities
Long-term bonds	-	-	23 125	-	-	-	23 125
Long-term loans from ﬁnancial institutions	158	-	-	-	-	-	158
Long-term liabilities to other companies	-	-	4 037	-	-	-	4 037
Other long-term liabilities	-	-	509	-509	-	-	-
Deferred tax liabilities	-	-	1 193	-3	-	-	1 190
Total non- current liabilities	158	-	28 864	-513	-	-	28 509


Current liabilities
Short-term bonds	-	-	58 700	-	-	-	58 700
Short-term loans from ﬁnancial institutions	-	-	1 809	-	-	-	1 809
Advance payments received	885	-885	1 497	-	-	-	1 497
Trade payables	1 055	-924	1 918	-	-	-	2 049
Other current liabilities	1 665	-1 031	18 750	-269	-14 990	-	4 124
Accrued expenses	146	-15	2 312	-	246	2 193	4 883
Total current liabilities	3 751	-2 854	84 987	-269	-14 744	2 193	73 063

Total equity and liabilities	3 909	-2 854	113 851	-782	-14 744	2 193	101 572

Total equity and liabilities	2 128	-503	111 077	-756	11 300	51 938	175 183
* In Rush Factory’s ﬁnancial statement release for the ﬁnancial year ended 31 December 2024, the translation diﬀerences reserve is included within retained earnings. In the pro forma information, the translation diﬀerences reserve is presented as a separate component of equity; accordingly, Rush Factory’s retained earnings diﬀer from those presented in the ﬁnancial statement release.

See the notes to the Pro Forma information below.

Notes to the Pro Forma information

The following unaudited pro forma adjustments have a continuing impact on the results and ﬁnancial position of the Sunborn International Group, unless otherwise stated. The pro forma information is unaudited.

Note 1 – Rush Factory pro forma adjustments

Adjustments have been made to Rush Factory’s unaudited income statement for the year ended 31 December 2024 and to the audited income statement for the year ended 31 December 2023 and to the unaudited balance sheet for the year ended 31 December 2024 to prepare pro forma information. One of Rush Factory’s subsidiaries, Funrun Finland Oy, has been declared bankrupt. Funrun Events UK Ltd has been placed into voluntary liquidation and the share capital of VE Volkslauf Events GmbH has been sold to a third party, resulting in write- downs of the subsidiary ﬁgures. As a result, the combined eﬀect of the companies’ debt relief and asset write-oﬀs has been recognised in retained earnings. The pro forma information does not show the impact of the subsidiaries’ business operations on the proﬁt and loss for the period 1 January 2023–31 December 2024, but this reversal adjustment adjusts retained earnings. The impact of the reversals and write-oﬀs on the Group’s pro forma income statement and balance sheet is described in more detail below.

The impact of the reversals of Funrun Events UK Ltd, which was placed in voluntary liquidation, and VE Volkslauf Events GmbH, which was sold to a third party, on Rush Factory’s pro forma result for the ﬁnancial year ended 31 December 2024 is a total loss of EUR 224 thousand. The impact of the reversals on the Group’s pro forma result for the ﬁnancial year ended 31 December 2023 is a total loss of EUR 1.7 million. The companies' assets of EUR 0.7 million and liabilities of EUR 2.6 million have been derecognized from the balance sheet on 31 December 2024. The combined eﬀect of the reversal of the result and the write-downs of balance sheet items on retained earnings on 31 December 2024 was EUR 2.0 million.

The eﬀect of the reversal of the bankrupt Funrun Finland Oy on Rush Factory's pro forma result for the ﬁnancial year ended 31 December 2024 is EUR 489 thousand. The eﬀect of the reversal on the Group's pro forma result for the ﬁnancial year ended 31 December 2023 is EUR 516 thousand. The reversal between equity items has no eﬀect on the Group's balance sheet total as of 31 December 2024.

On 28 October 2024, Rush Factory signed a conditional ﬁnancing agreement with PM Ruukki Oy, Jerovit Advisory Oy and Niemelän Markka & Ropo Oy (the “Financial Arrangement”). As part of the Financing Arrangement, PM Ruukki Oy and Jerovit Advisory Oy provided Rush Factory with a bridge ﬁnancing of EUR 200 thousand to secure its solvency and ProUp Oy provided a loan of approximately EUR 550 thousand to repay the bank loan and working capital loan for the Masku property owned by Rush Factory. Later, Rush Factory has received an additional EUR 43 thousand in debt ﬁnancing from PM Ruukki Oy and Jerovit Advisory Oy. As a signatory to the Financing Agreement, Rush Factory’s largest shareholder, Niemelän Markka & Ropo Oy, has committed to supporting the Financing Arrangement.

In addition, PM Ruukki Oy and Jerovit Advisory Oy are providing Rush Factory with equity ﬁnancing as part of the Financing Arrangement. In the ﬁnancing agreement, the parties agreed that Rush Factory would arrange a directed share issue, in which PM Ruukki Oy and Jerovit Advisory Oy would each receive, for a total investment of EUR 400 thousand, a 25 percent ownership and voting interest in all Rush Factory shares, taking into account the number of shares on the signing date of the ﬁnancing agreement and the directed share issue to the main owner of Rush Factory, thus a total of 50 percent. Part of the EUR 400 thousand investment would be paid by converting the bridge ﬁnancing received by Rush Factory into new shares in Rush Factory. In the amendment agreement to the ﬁnancing agreement, the parties agreed that the additional loan tranches approved in writing by the parties, including the EUR 43 thousand tranche, would be converted together with the bridge ﬁnancing into new shares in Rush Factory as part of the EUR 400 thousand investment. However, the investment will always be a maximum of EUR 400 thousand, in which case the additional loan tranches will reduce the share of the new equity ﬁnancing in the share issue.

As part of the Financing Arrangement and prior to the implementation of the directed share issue pursuant to the Financing Arrangement, the receivables of Rush Factory’s current creditors Niemelän Markka & Ropo Oy and Markus Niemelä that can be converted into Rush Factory shares shall, according to the terms of the arrangement, be converted into new shares at a subscription price of EUR 0.453 per share. Such receivables total EUR 409 thousand.

Rush Factory’s pro forma income statement

The following table presents the unaudited pro forma income statement of Rush Factory for the ﬁnancial year ended 31 December 2024:

Note 1 - Unaudited Pro Forma Income Statement of Rush Factory 1.1.–31.12.2024
Thousands of euros	Rush Factory Plc	Funrun Finland Oy	Funrun Events UK Ltd	VE Volkslauf Events GmbH	Directed share issue	Rush Factory Plc	Rush Factory Plc
	Consolidated income statement	Impact of subsidiary bankruptcy	Impact of subsidiary liquidation	Impact of sale of subsidiary	The impact of capital structuring	Total adjustments	Group after adjustments
						Note 1

Revenue	831	-164	0	-667	-	-831	-

Other operating income	218	-192	-	-1	-	-193	25

Materials and services	-385	147	-	231	-	378	-7

Personnel expenses	-372	115	-	-	-	115	-256

Other operating expenses	-855	68	13	216	-	297	-558

EBITDA	-562	-26	13	-221	-	-234	-796

Depreciation	-40	36	1	2	-	39	-1

Proﬁt (loss) before taxes	-602	10	14	-220	-	-195	-797

Interest and other ﬁnancial income	24	-1	-23	-	-	-24	0
Interest expenses and other ﬁnancial expenses	-557	479	4	-	-	483	-74

Proﬁt (loss) before taxes	-1 135	489	-5	-220	-	264	-870

Group contribution	-	-	-	-	-	-	-

Change in depreciation diﬀerence	-	-	-	-	-	-	-
Change in deferred taxes	-	-	-	-	-	-	-
Taxes	-	-	-	-	-	-	-

Result for the ﬁnancial year	-1 135	489	-5	-220	-	264	-870

The following table presents Rush Factory's unaudited pro forma income statement for the ﬁnancial year ended December 31, 2023:

Note 1 - Unaudited Pro Forma Income Statement of Rush Factory 1.1.–31.12.2023
Thousands of euros	Rush Factory Plc	Funrun Finland Oy	Funrun Events UK Ltd	VE Volkslauf Events GmbH	Directed share issue	Rush Factory Plc	Rush Factory Plc
	Consolidated income statement	Impact of subsidiary bankruptcy	Impact of subsidiary liquidation	Impact of sale of subsidiary	The impact of capital structuring	Total adjustments	Group after adjustments
						Note 1

Revenue	3 213	-351	-713	-2 149	-	-3 213	0

Other operating income	70	-0	-	-70	-	-70	-

Materials and services	-1 277	408	302	566	-	1 277	-0

Personnel expenses	-443	146	-	-	-	146	-297

Other operating expenses	-1 473	219	141	231	-	591	-882

EBITDA	90	422	-269	-1 421	-	-1 269	-1 179

Depreciation	-89	79	5	3	-	87	-2

Proﬁt (loss) before taxes	1	501	-264	-1 418	-	-1 181	-1 180

Interest and other ﬁnancial income	4	-2	-	-	-	-2	1
Interest expenses and other ﬁnancial	-77	18	17	-	-	35	-42
expenses

Proﬁt (loss) before taxes	-73	516	-247	-1 418	-	-1 149	-1 221

Group contribution	-	-	-	-	-	-	-

Change in depreciation diﬀerence	-	-	-	-	-	-	-
Change in deferred taxes	-	-	-	-	-	-	-
Taxes	-	-	-	-	-	-	-

Result for the ﬁnancial year	-73	516	-247	-1 418	-	-1 149	-1 221

Rush Factoryn pro forma -tase

Seuraavassa taulukossa esitetään tilintarkastamaton Rush Factoryn pro forma -tase 31.12.2024:

Note 1 - Unaudited pro forma balance sheet of Rush Factory 31.12.2024
Thousands of euros	Rush Factory Plc	Funrun Finland Oy	Funrun Events UK Ltd	VE Volkslauf Events GmbH	Directed share issue	Rush Factory Plc	Rush Factory Plc
	Consolidated balance sheet	Impact of subsidiary bankruptcy	Impact of subsidiary liquidation	Impact of sale of subsidiary	The impact of capital structuring	Total adjustments	Group after adjustments
						Note 1

ASSETS

Non-current assets
Intangible rights	-	-	-	-	-	-	-
Goodwill	-	-	-	-	-	-	-
Other intangible assets	-	-	-	-	-	-	-
Land and water areas	113	-	-	-	-	-	113
Buildings and structures	-	-	-	-	-	-	-
Machinery and equipment	30	-	-28	-2	-	-30	-
Advance payments and unﬁnished acquisitions	1 301	-	-	-	-	-	1 301
Subsidiary shares	-	-	-	-	-	-	-
Deferred tax assets	-	-	-	-	-	-	-
Other long-term receivables	-	-	-	-	-	-	-

Total non-current assets	1 444	-	-28	-2	-	-30	1 415

Current assets
Inventories	17	-	-17	-	-	-17	-
Trade receivables	17	-	-7	-10	-	-17	-
Loans receivables	24	-	-24	-	-	-24	-
Other receivables	198	-	-22	-158	-	-179	18
Prepaid expenses	380	-	-66	-314	-	-380	0
Debt receivables from other companies	-	-	-	-	-	-	-
Investments	-	-	-	-	-	-	-
Other shares and participations	-	-	-	-	-	-	-
Cash and cash equivalents	48	-	-6	-8	157	144	191
Total current assets	684	-	-141	-490	157	-474	210

Total assets	2 128	-	-169	-492	157	-503	1 625

LIABILITIES

Equity
Share capital	250	-	-	-	-	-	250
Invested unrestricted equity fund	1 874	-	-	-	809	809	2 683
Translation diﬀerence fund	-93*	-	90	-	-	90	-3
Retained earnings	-3 029*	-489	738	1 290	-	1 539	-1 490
Proﬁt	-1 135	489	-5	-220	-	264	-870
Equity loan	352	-	-	-	-352	-352	-
Total equity	-1 781	-	824	1 070	457	2 351	570

Minority interests	-	-	-	-	-	-	-

Accumulated depreciation diﬀerence	-	-	-	-	-	-	-

Debt capital

Long-term liabilities

Long-term bonds	-	-	-	-	-	-	-
Long-term loans from ﬁnancial institutions	158	-	-	-	-	-	158
Long-term liabilities to other companies	-	-	-	-	-	-	-
Other long-term liabilities	-	-	-	-	-	-	-
Deferred tax liability	-	-	-	-	-	-	-
Total long-term liabilities	158	-	-	-	-	-	158

Short-term liabilities
Short-term bonds	-	-	-	-	-	-	-
Short-term loans from ﬁnancial institutions	-	-	-	-	-	-	-
Advances received	885	-	-306	-579	-	-885	-
Trade payables	1 055	-	-526	-341	-57	-924	131
Other short-term liabilities	1 665	-	-141	-648	-243	-1 031	633
Accrued liabilities	146	-	-20	6	-	-15	132
Total short-term liabilities	3 751	-	-993	-1 562	-300	-2 854	897

Total liabilities	3 909	-	-993	-1 562	-300	-2 854	1 054

Total equity and liabilities	2 128	-	-169	-492	157	-503	1 625
* In Rush Factory’s ﬁnancial statement release for the ﬁnancial year ended 31 December 2024, the translation diﬀerences reserve is included within retained earnings. In the pro forma information, the translation diﬀerences reserve is presented as a separate component of equity; accordingly, Rush Factory’s retained earnings diﬀer from those presented in the ﬁnancial statement release.

Note 2 – SBIH Combined Historical Information SBIH Combined Statements of Proﬁt or Loss

The following table presents the unaudited combined pro forma statement of proﬁt or loss of SBIH for the ﬁnancial year ended 31 December

2024:

Note 2 – Unaudited SBIH Group Pro Forma Statement of Proﬁt or Loss 1.1.–31.12.2024
Thousands of euros	Sunborn International Holding Oy	Sunborn International (UK) Limited	Sunborn London Oyj	Sunborn International Oy	Sunborn (Gibraltar) Ltd	Sunborn (Gibraltar) Resort Ltd	Sunborn (Gibraltar) Holdings Ltd	Total intercompany eliminations	Pro forma consolidated statement of proﬁt or loss
	2a)							2b)	Note 2

Revenue	100	12 518	3 471	-	3 756	12 583	-	-7 327	25 101

Other operating income	-	-	-	42	-	-	-	-	42


Materials and services	-	-3 061	-	-	-	-1 552	-	-	-4 613

Personnel expenses	-298	-3 711	-	-	-	-4 710	-	-	-8 719

Other operating expenses	-410	-5 017	-288	-100	-242	-7 294	-	7 247	-6 104

EBITDA	-608	728	3 183	-58	3 514	-972	-	-80	5 707

Depreciation	-	-501	-293	-	-1 548	-218	-	-	-2 561

Proﬁt (loss) before taxes	-608	227	2 891	-58	1 966	-1 191	-	-80	3 146

Interest and other ﬁnancial income	49	23	2 319	535	2 985	-	-	-2 691	3 221
Interest expenses and other ﬁnancial expenses	-2 426	-33	-2 852	-133	-5 849	-118	-	2 771	-8 639

Proﬁt (loss) before taxes & appropriations	-2 985	218	2 357	345	-898	-1 309	-	0	-2 272

Group contribution	2 994	-	-2 650	-345	-	-	-	-	-

Change in depreciation diﬀerence	-	-	293	-	-	-	-	-293	-
Change in deferred taxes	-	-	-	-	-	-	-	59	59
Taxes	-2	-22	-	-	-	-	-	-	-24

Result for the ﬁnancial year	7	196	0	0	-898	-1 309	-	-234	-2 238

The following table presents the unaudited combined pro forma statement of proﬁt or loss of SBIH for the ﬁnancial year ended 31 December 2023:

Note 2 – Unaudited SBIH Group Pro Forma Statement of Proﬁt or Loss 1.1.–31.12.2023
Thousands of euros	Sunborn International Holding Oy	Sunborn International (UK) Limited	Sunborn London Oyj	Sunborn International Oy	Sunborn (Gibraltar) Ltd	Sunborn (Gibraltar) Resort Ltd	Sunborn (Gibraltar) Holdings Ltd	Total intercompany eliminations	Pro forma consolidated statement of proﬁt or loss
	2a)							2b)	Note 2


Revenue	129	12 127	3 223	10	5 461	11 694	-	-8 823	23 820

Other operating income	-	-	-	-	-	-	-	-	-

Materials and services	-	-1 611	-	-	-	-1 414	-	-	-3 025

Personnel expenses	-197	-3 536	-	-80	-	-4 332	-	-	-8 144

Other operating expenses	-339	-5 951	-293	-89	-299	-8 807	-	8 823	-6 956

EBITDA	-406	1 029	2 930	-160	5 162	-2 859	-	-	5 695

Depreciation	-	-405	-291	-	-1 650	-218	-	-	-2 564

Proﬁt (loss) before taxes	-406	624	2 638	-160	3 512	-3 078	-	-	3 131

Interest and other ﬁnancial income	12	-	2 169	430	1 308	-	-	-2 496	1 423
Interest expenses and other ﬁnancial expenses	-2 117	-69	-2 460	-	-5 536	-91	-	2 496	-7 777

Proﬁt (loss) before taxes & appropriations	-2 512	555	2 347	270	-716	-3 168	-	-	-3 223

Group contribution	2 512	-	-2 382	-194	-	-	-	64	-

Change in depreciation diﬀerence	-	-	34	-	-	-	-	-34	-
Change in deferred taxes	-	2	-	-	-	-	-	7	9
Taxes	-0	-	-	-16	-	-	-	-	-16

Result for the ﬁnancial year	0	557	0	60	-716	-3 168	-	36	-3 230

SBIH Combined Statement of Financial Position

The following table presents the unaudited combined pro forma statement of ﬁnancial position of SBIH as at 31 December 2024:

Note 2 – Unaudited pro forma balance sheet of SBIH Group 31.12.2024
Thousands of euros	Sunborn International Holding Oy	Sunborn International (UK) Limited	Sunborn London Oyj	Sunborn International Oy	Sunborn (Gibraltar) Ltd	Sunborn (Gibraltar) Resort Ltd	Sunborn (Gibraltar) Holdings Ltd	Total intercompany eliminations	Pro forma consolidated balance sheet
	2a)							2b)	Note 2

ASSETS

Non-current assets
Intangible rights	-	-	-	-	-	-	-	-	-
Goodwill	-	-	-	-	-	-	-	-	-
Other intangible assets	-	-	-	-	-	-	-	-	-
Land and water areas	-	-	-	-	-	-	-	-	-
Buildings and structures	-	1 033	-	-	-	-	-	-	1 033
Machinery and equipment	-	-	6 731	-	91 696	282	-	5 421	104 130
Advance payments and unﬁnished acquisitions	257	-	261	-	-	-	-	-	518
Subsidiary shares	77 520	-	-	72 549	-	-	18 825	-168 893	-
Deferred tax assets	-	-	-	-	-	-	-	-	-
Other long- term receivables	-	-	-	-	-	-	-	-	-
Total non- current assets	77 777	1 033	6 993	72 549	91 696	282	18 825	-163 473	105 681

Current assets
Inventories	-	153	-	-	-	169	-	-	322
Trade receivables	-	202	-	-	-	633	-	-	835
Loans receivables	-	-	-	-	-	-	-	-	-
Other receivables	179	562	5	-	355	370	-	-	1 470
Prepaid expenses	299	-	10	-	-	249	-	-	558
Debt receivables from other companies	36 711	1 272	25 150	3 797	5 267	2	2 906	-75 104	-

Investments	-	-	-	3	-	-	-	-	3
Other shares and participations	-	-	-	-	-	-	-	-	-
Cash and cash equivalents	463	920	9	10	641	164	-	-	2 208
Total current assets	37 651	3 109	25 174	3 810	6 263	1 588	2 906	-75 104	5 396

Total assets	115 428	4 142	32 166	76 358	97 958	1 870	21 731	-238 577	111 077

LIABILITIES

Equity
Share capital	-	181	80	3	4	2	2	-272	-
Invested unrestricted equity fund	69 483	-	600	2 036	41 733	-	18 819	-132 170	500
Translation diﬀerence fund	-	4	-	-	-19	-28	-	6 186	6 144
Retained earnings	2	534	350	2 239	-35 563	-8 285	-	33 542	-7 180
Proﬁt	7	196	0	0	-898	-1 309	-	-234	-2 238
Equity loan	-	-	-	-	-	-	-	-	-
Total equity	69 493	915	1 030	4 277	5 257	-9 619	18 821	-92 948	-2 774

Minority interests	-	-	-	-	-	-	-	-	-

Accumulated depreciation diﬀerence	-	-	5 960	5	-	-	-	-5 965	-

Debt capital

Long-term liabilities
Long-term bonds	-	-	23 125	-	-	-	-	-	23 125
Long-term loans from ﬁnancial institutions	-	-	-	-	-	-	-	-	-
Long-term liabilities to other companies	4 037	-	-	-	26 529	-	-	-26 529	4 037
Other long- term liabilities	-	509	-	-	-	-	-	-	509

Deferred tax liability	-	-	-	-	-	-	-	1 193	1 193
Total long- term liabilities	4 037	509	23 125	-	26 529	-	-	-25 336	28 864

Current liabilities
Current bonds	-	-	700	-	58 000	-	-	-	58 700
Current bank loans	-	-	-	-	-	1 809	-	-	1 809
Liabilities to other companies	25 180	-	1 272	72 028	6 362	6 577	2 910	-114 329	-
Advances received	-	1 015	-	-	-	482	-	-	1 497
Trade payables	751	274	29	12	158	694	-	-	1 918
Other current liabilities	15 943	904	-	37	69	1 798	-	-	18 750
Accruals	25	525	50	-	1 584	128	-	-	2 312
Total current liabilities	41 899	2 718	2 051	72 077	66 173	11 488	2 910	-114 329	84 987
Total liabilities	45 936	3 227	25 176	72 077	92 702	11 488	2 910	-139 664	113 851
Total equity and liabilities	115 428	4 142	32 166	76 358	97 958	1 870	21 731	-238 577	111 077

2a) Combined Historical Information

The Pro Forma information has been derived from the combined unaudited ﬁgures of each parent company and sub-group company of SBIH for the ﬁnancial year ended 31 December 2024, as well as from the audited ﬁgures from the ﬁnancial statements for the ﬁnancial year ended 31 December 2023. The combined ﬁgures of SBIH include the ﬁgures of the parent companies and sub-group companies Sunborn International (UK) Limited, Sunborn London Oyj, Sunborn International Oy, Sunborn (Gibraltar) Ltd, Sunborn (Gibraltar) Resort Ltd, and Sunborn (Gibraltar) Holdings Ltd. Sunborn London Oyj is a sub-group of SBIH, which includes the sub-group’s parent company Sunborn London Admin Oy. The information of Sunborn Spain SLU, OÜ Sunborn Marine, Sunborn Evolution Ltd, and Sunborn Vancouver Holding Ltd, which belong to the SBIH Group, has not been included in the Pro Forma information, as Sunborn Spain SLU, OÜ Sunborn Marine, and Sunborn Evolution Ltd have no active operations as of the date of the Company Prospectus, and Sunborn Vancouver Holding Ltd was established in January 2025 and therefore no historical ﬁnancial information is available.

The unaudited information of SBIH’s parent companies and sub-group companies for the ﬁnancial year ended 31 December 2024, the audited ﬁnancial statements, the unaudited balance sheet of Sunborn (Gibraltar) Holdings Ltd[1], and the unaudited ﬁnancial statements of Sunborn International Oy for the ﬁnancial year ended 31 December 2023 have been prepared in accordance with IFRS accounting standards, UK accounting practice (FRS 102, Financial Reporting Standards), and Finnish Accounting Standards. In order to compile the combined Pro Forma information, the ﬁnancial and accounting information of SBIH’s parent companies and group companies has been adjusted to comply with Finnish Accounting Standards.

2b) Internal Eliminations

Presented below are the eliminations of internal items between SBIH’s parent companies. Adjustments to the Unaudited Pro Forma Income Statement for 1 January–31 December 2024

Adjustments of EUR 7.3 million have been made to revenue and EUR 2.7 million to interest income and other ﬁnancial income. Corresponding oﬀsetting entries of EUR 7.2 million have been made to other operating expenses and EUR 2.8 million to interest expenses and other ﬁnancial expenses. The adjustments made to revenue and other operating expenses relate to internal transactions between Sunborn (Gibraltar) Ltd and Sunborn (Gibraltar) Resort Ltd, as well as between Sunborn London Oyj and Sunborn International (UK) Limited, consisting of revenue and premises rental between the companies. The adjustment is based on the fact that following the Share Exchange, such transactions will be eliminated as internal sales. The adjustments made to interest income and other ﬁnancial income, as well as to interest expenses and other ﬁnancial expenses, relate to internal ﬁnancing transactions between Sunborn International Holding Oy and Sunborn London Oyj, as well as between Sunborn International Oy and Sunborn (Gibraltar) Ltd.

Adjustments to the Unaudited Pro Forma Income Statement for 1 January–31 December 2023

Adjustments of EUR 8.8 million have been made to revenue and EUR 2.5 million to interest income and other ﬁnancial income. Corresponding oﬀsetting entries of EUR 8.8 million have been made to other operating expenses and EUR 2.5 million to interest expenses and other ﬁnancial expenses. The adjustments made to revenue and other operating expenses relate to internal transactions between Sunborn (Gibraltar) Ltd and Sunborn (Gibraltar) Resort Ltd, as well as between Sunborn London Oyj and Sunborn International (UK) Limited, consisting of revenue and premises rental between the companies. The revenue adjustment also includes an adjustment of EUR 139 thousand related to internal management services. The adjustments are based on the fact that following the Share Exchange, such transactions will be eliminated as internal sales. The adjustments made to interest income and other ﬁnancial income, as well as to interest expenses and other ﬁnancial expenses, relate to internal ﬁnancing transactions between Sunborn International Holding Oy, Sunborn International Oy, and Sunborn London Oyj.

Adjustments to the Unaudited Pro Forma Balance Sheet as at 31 December 2024

Invested unrestricted equity (total EUR 132.2 million), intra-group receivables (total EUR 75.1 million), and intra-group liabilities (total EUR 140.9 million) have been eliminated in the balance sheet, as a combined notional SBIH Group has been formed. In addition, SBIH’s subsidiary shares (total EUR 168.9 million) have been eliminated against the equity of the subsidiaries at the acquisition date.

Note 3 – SBIH IFRS Reversal Adjustments

Presented below are the IFRS reversal adjustments of the companies in the SBIH Group.

Diﬀerent accounting practices have been applied in the preparation of the ﬁnancial statements of SBIH’s parent companies and group companies. The ﬁnancial statements of Sunborn International Holding Oy and Sunborn International Oy have been prepared in accordance with Finnish Accounting Standards; the ﬁnancial statements of Sunborn London Oyj, Sunborn London Admin Oy, Sunborn (Gibraltar) Ltd, and Sunborn International (UK) Limited have been prepared in accordance with IFRS accounting standards; and the unaudited balance sheets of Sunborn (Gibraltar) Holdings Ltd and the ﬁnancial statements of Sunborn (Gibraltar) Resort Ltd have been prepared in accordance with UK accounting practice (FRS 102, Financial Reporting Standards).

In order to compile the combined Pro Forma ﬁgures of SBIH, the ﬁnancial statements of subsidiaries prepared in accordance with IFRS have been converted to comply with Finnish Accounting Standards, so that the combined Pro Forma ﬁgures of SBIH are fully consistent and comparable. These adjustments aﬀect the equity of the SBIH Group and therefore also aﬀect the Pro Forma goodwill of the group formed in the Share Exchange.

IFRS reversal adjustments have been made to lease accounting entries in Sunborn International (UK) Limited in accordance with IFRS 16, so that the ﬁgures are consistent with Finnish Accounting Standards.

As a result of IFRS reversal adjustments related to leases made to the Pro Forma income statement, for the ﬁnancial year ended 31 December 2024, interest expenses and other ﬁnancial expenses decreased by EUR 33 thousand, depreciation decreased by EUR 165 thousand, other operating expenses increased by EUR 181 thousand, and deferred tax expenses decreased by EUR 3 thousand. As a result of the above adjustments, proﬁt for the ﬁnancial year increased by EUR 21 thousand.

As a result of IFRS reversal adjustments related to leases made to the Pro Forma income statement, for the ﬁnancial year ended 31 December 2023, interest expenses and other ﬁnancial expenses decreased by EUR 32 thousand, depreciation decreased by EUR 123 thousand, other operating expenses increased by EUR 145 thousand, and deferred tax expenses increased by EUR 2 thousand. As a result of the above adjustments, proﬁt for the ﬁnancial year increased by EUR 8 thousand.

As a result of IFRS reversal adjustments related to leases made to the Pro Forma balance sheet, as at 31 December 2024, buildings and structures decreased by EUR 756 thousand, other non-current liabilities decreased by EUR 509 thousand, other current liabilities decreased by EUR 269 thousand, deferred tax liabilities decreased by EUR 3 thousand, and the translation reserve increased by EUR 5 thousand.

Note 4 – SBIH Post-Balance Sheet Adjustments

Presented below are the post-balance sheet adjustments made to the SBIH Group’s Pro Forma balance sheet after 31 December 2024, as well as post-balance sheet adjustments made to the income statement for the ﬁnancial year ended 31 December 2023.

Post-balance sheet adjustments have been made to the ﬁgures of the SBIH Group’s Pro Forma balance sheet relating to ownership arrangements completed prior to the Share Exchange. Further information on SBIH’s ownership arrangements is presented in the section “Share Exchange and Share Exchange Agreement – Ownership Arrangements Related to the Share Exchange – Ownership Arrangements of SBIH in Connection with the Share Exchange.” In addition, post-balance sheet adjustments have been made to the Pro Forma income statement for the ﬁnancial year 1 January–31 December 2023 to improve comparability of accounting principles between the ﬁnancial years 1 January–31 December 2023 and 1 January–31 December 2024.

PM Ruukki Oy, Jerovit Investment Oy, Oy Haapalandia Invest Ltd, Sunborn Oy, and SBIH signed an investment agreement on 5 December 2024, pursuant to which SBIH may raise equity ﬁnancing of at least EUR 11 million from PM Ruukki Oy, Jerovit Investment Oy, Oy Haapalandia Invest Ltd, and other parties that have provided irrevocable subscription commitments. PM Ruukki Oy, Sunborn Oy, and SBIH also signed an investment agreement on 5 December 2024, under which PM Ruukki Oy will invest EUR 800 thousand in SBIH. The directed share issue under the investment agreement of at least EUR 11 million will be implemented immediately prior to completion of the Share Exchange. PM Ruukki Oy’s investment will be made in three tranches, of which the ﬁrst was completed on 20 December 2024, the second on 10 March 2025, and the third will be completed prior to the completion of the Share Exchange. The directed share issues will be recorded in the invested unrestricted equity reserve.

The principal amount of a loan of EUR 15.0 million between SBIH and Saga Palvelut Oy, owned by the Niemi family oﬃce, will be converted into SBIH’s equity. The loan has been a proﬁt-participating loan agreement between SBIH and Saga Palvelut Oy, under which realization of interest accrued on the principal was dependent on a future event that had not occurred at the time of entering into the loan. Accordingly, the loan did not bear interest, and the loan principal has been converted into equity without any impact on the company’s balance sheet total or result for the ﬁnancial year.

SBIH and Sunborn Oy updated a EUR 3.8 million debt agreement on 1 December 2024 and agreed that the debt would bear annual interest of 6.5%, which SBIH has recognized in the income statement for the ﬁnancial year 1 January–31 December 2024 and capitalized to the loan principal as at 31 December 2024 in the amount of EUR 246 thousand. The interest expense of EUR 246 thousand recognized in the income statement has also been adjusted to the ﬁnancial year 1 January–31 December 2023.

A total adjustment of EUR 1,296 thousand resulting from reclassiﬁcation has been made to materials and services and other operating expenses in the income statement of Sunborn International (UK) Limited for the ﬁnancial year 1 January–31 December 2023, in order to make the income statement comparable with that of the ﬁnancial year 1 January–31 December 2024. The adjustment has no impact on proﬁt, as the reclassiﬁcation increases materials and services and decreases other operating expenses by an equal amount.

Note 5 – Eﬀects of the Share Exchange

The following Pro Forma adjustments describe the impact of the Share Exchange on the Pro Forma information.

The Pro Forma adjustments related to the Share Exchange relate to the acquisition cost calculation prepared based on the ﬁgures of SBIH as the acquisition target. In determining goodwill under the acquisition cost calculation, the above-mentioned combination in Note 1 as well as the adjustments in Notes 2, 3, and 4 have been taken into account. Goodwill has been calculated as if the acquisition date had been 31 December 2024, at which time the acquired equity under the acquisition cost calculation equals SBIH’s combined equity as at the end of the ﬁnancial year ended 31 December 2024. The income statement eﬀects of the acquisition are presented as if the acquisition had taken place on 1 January 2023.

The Pro Forma balance sheet adjustments consist of eliminations of the following equity items: invested unrestricted equity reserve, translation reserve, retained earnings from previous ﬁnancial years, and proﬁt for the ﬁnancial year. An adjustment of EUR 86.1 million has been made to the invested unrestricted equity reserve in accordance with the purchase price. As a diﬀerence between the purchase price and SBIH’s equity at the acquisition date, goodwill of EUR 65.3 million has arisen and is presented in the Pro Forma balance sheet as at 31 December 2024, taking into account accumulated amortization during the ﬁnancial years 1 January–31 December 2023 and 1 January–31 December 2024. Transfer tax arising from the acquisition in the amount of EUR 1.3 million (at a transfer tax rate of 1.5%) has been recorded in accrued liabilities. Transaction costs are estimated to amount to approximately EUR 1.4 million in total, of which EUR 1.2 million has been recorded in the acquisition cost of the share exchange and in accrued liabilities. An amount of EUR 200 thousand of the costs is planned to be paid in shares without income statement impact. In addition, SBIH had capitalized EUR 299 thousand of accrued transaction costs in the balance sheet as at 31 December 2024 under accrued receivables. In connection with the Share Exchange, this item will be reversed from SBIH’s balance sheet and included in the acquisition cost of the share exchange.

The Pro Forma income statement adjustments relate to amortization of goodwill arising from the share issue carried out in connection with the Share Exchange. Goodwill has been amortized over a period of 10 years and is presented in the income statement under “depreciation and amortization.” For the ﬁnancial year ended 31 December 2024, goodwill amortization amounted to a total of EUR 6.5 million, and for the ﬁnancial year ended 31 December 2023 also to a total of EUR 6.5 million.

Unadjusted Information for Future Financial Years

Unadjusted management and administrative expenses of the Sunborn International Group are expected to increase by approximately EUR 211 thousand during the next ﬁnancial year. The estimate is based on the assumption of the workload and its increase required from a company listed on First North.

In addition, SBIH and Sunborn Oy, which at the time of signing the agreement was SBIH’s sole shareholder, entered into an agreement on 1 November 2024 regarding the SUNBORN and SUNBORN YACHT HOTEL trademarks and the Sunborn logo. Under the agreement, SBIH will pay Sunborn Oy ﬁxed royalty fees of EUR 100 thousand per year, in addition to which the ﬁxed royalty fee will be increased by EUR 50 thousand for each new SBIH development project, such as new companies and vessels or properties. The ﬁxed royalty fee of EUR 100 thousand will be adjusted annually in accordance with the Finnish Consumer Price Index. The agreement may be terminated by either party with a notice period of 360 days.

[1] In accordance with Gibraltar accounting regulations, Sunborn (Gibraltar) Holdings Ltd has prepared only an unaudited balance sheet.

Alternative languages

Rush Factory Oyj:n ja Sunborn International Holding Oy:n osakevaihtoa koskeva yhtiöesite on julkaistu; yhtiöesite sisältää aiemmin julkistamattomia pro forma -tietoja

Subscribe to our company announcements

Keep up to date with our company announcements by subscribing.

Visit our pressroom and see more company announcements from us.

Our pressroom