Correction: Inside Information: Sunborn International Holding Oy has signed a conditional agreement on a joint venture project and the sale of a majority stake in the Gibraltar vessel

Company Announcement
Rush Factory Plc 
25 March 2025 at 19:00 

Rush Factory Plc corrects the company announcement it published on 25 March 2025 regarding the conditional agreement signed by Sunborn International Holding Oy concerning a joint venture project and the sale of a majority stake in the Gibraltar vessel. The original company announcement lacked the final completion date of the arrangement as well as a more detailed description of the conditionality of the arrangement. In the corrected company announcement, this information can be found under “Key terms and preliminary timetable of the arrangement”. The corrected company announcement is reproduced in full below. 

Sunborn International Holding Oy (“SBIH”), which is planning a share exchange and merger with Rush Factory Plc (“Rush Factory”), has signed a conditional agreement relating to a joint venture project and the sale of a majority stake in the Gibraltar vessel. Upon completion of the transaction, ownership of the vessel would be transferred to a Singaporean joint venture company, of which SBIH will own 42%. The total value of the arrangement is USD 155 million. 

SBIH, which is planning a share exchange and merger with Rush Factory, and Sunborn (Gibraltar) Ltd, an SBIH subsidiary that owns the Gibraltar vessel, have signed a conditional agreement concerning a joint venture project with the Singaporean company XNS Holdings PTE. LTD. (“XNS”). A significant owner and financier of XNS is the Australian investor Wilson Hui Xiong Xue. As part of the joint venture project, ownership of the Gibraltar vessel is intended to be transferred to XNS. Following completion of the arrangement, SBIH would own 42% of the share capital of XNS. The shareholders of XNS have signed a shareholders’ agreement relating to XNS. 

The purpose of the arrangement is to strengthen SBIH’s capital structure, repay the EUR 58 million bond issued by Sunborn (Gibraltar) Ltd, and carry out major refurbishment works on the vessel. 

Key facts about the Sunborn Gibraltar yacht hotel 

The Sunborn Gibraltar yacht hotel is a five-star hotel offering luxury, high-end accommodation, a variety of food and beverage services, and meeting services. The vessel has 189 rooms, 22 of which are suites. In addition, the vessel includes an event space for 400 people, conference facilities for up to 250 people, several restaurants, a gym, and a spa. 

The lease agreement for the vessel’s berth located at Ocean Village Marina in Gibraltar is valid until 15 August 2028. SBIH’s strategy is to seek to continue hotel operations in Gibraltar when the current berthing agreement expires. SBIH is negotiating a new 140–160-room hotel vessel to be built in Gibraltar, the design of which will take into account operating data collected in Gibraltar over more than ten years as well as the latest assumptions regarding the development of and demand for hotel rooms and restaurant services in the coming years. 

In 2024, the vessel owned by Sunborn (Gibraltar) Ltd generated rental income of approximately GBP 3.18 million (GBP 4.75 million in 2023), corresponding to approximately EUR 3.76 million (approximately EUR 5.46 million in 2023). The book value of the vessel as at 31 December 2024 was approximately GBP 76 million, i.e. approximately EUR 91.7 million. According to a valuation report prepared by Altum Marine in February 2025, the value of the vessel was approximately USD 136 million, corresponding to approximately EUR 130.5 million. 

Key terms and preliminary timetable of the arrangement 

The total value of the arrangement is USD 155 million, of which USD 90 million will be paid in cash and USD 65 million in XNS shares. The consideration will be paid in three instalments. The first portion of the cash consideration, USD 9 million, will be paid by 30 May 2025. The second portion of the consideration consists of USD 72 million in cash and XNS shares with a value of USD 65 million. The third portion of USD 9 million will be deposited into an escrow account in connection with payment of the second portion, and these funds will be released to Sunborn (Gibraltar) Ltd upon completion of the arrangement. 

Under the shareholders’ agreement relating to XNS, XNS would distribute as dividends at least 70% of the profit for the financial year, through which SBIH aims to receive annual dividend income from its jointly owned vessel. SBIH does not provide any forecasts regarding future dividend income. 

In addition, technical arrangements and refurbishment works to be carried out on the vessel have been agreed in connection with the arrangement. 

Completion of the arrangement is conditional upon payment of all portions of the consideration, including implementation of XNS’s directed share issue as well as making the escrow deposit and releasing the funds deposited in escrow. In addition, completion is conditional upon finalization of the technical arrangements and refurbishment works to be carried out on the vessel and certain other customary conditions. In order to complete the arrangement, Sunborn (Gibraltar) Ltd must continue the vessel’s ordinary course of business until completion. 

The arrangement must be completed by the end of June 2025. 

Estimated financial effects of the arrangement 

The total value of the arrangement of USD 155 million will be paid partly in cash and partly in XNS shares. The book value of the Sunborn Gibraltar yacht hotel as at 31 December 2024 was EUR 91.7 million, and upon completion of the arrangement it will be derecognized from the balance sheet against the total consideration. The cash consideration will be used to repay the EUR 58 million bond issued by Sunborn (Gibraltar) Ltd maturing on 4 July 2025, related interest and costs, as well as a EUR 1.8 million bank loan. SBIH’s interest-bearing debt as at 31 December 2024 was EUR 28.7 million, adjusted for the repayment of the above-mentioned EUR 58 million bond and the EUR 1.8 million bank loan, as well as the conversion of the profit-participating loan between SBIH and Saga Palvelut Oy, which was announced on 5 December 2024. In addition, the cash consideration will cover costs arising from the technical arrangements and refurbishment works. The USD 65 million consideration paid in XNS shares will constitute the acquisition cost of SBIH’s new associate and will be recognized in the balance sheet. 

The arrangement enables the current ship hotel business to continue in Gibraltar for the time being and supports planning for the potential construction of a new hotel in Gibraltar. If the arrangement is not completed, the vessel will continue its operations as normal under the ownership of Sunborn (Gibraltar) Ltd. In such a situation, or if completion of the arrangement is delayed, SBIH aims to arrange repayment of the EUR 58 million bond through bridge financing. 

If the current yacht hotel were to be relocated, management estimates that, once operations have stabilized, relocating the current yacht hotel could achieve an annual increase of approximately EUR 2–5 million in SBIH’s operating EBITDA in the medium term. The estimate is based on the yacht hotel’s current revenue and costs as well as a market analysis conducted by management. 

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