Insider Information: Rush Factory Oyj has signed a conditional share exchange agreement for the entire share capital of Sunborn International Holding Oy

Company Announcement Rush Factory Plc December 5, 2024 at 9:00

Insider Information: Rush Factory Oyj has signed a conditional share exchange agreement for the entire share capital of Sunborn International Holding Oy

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

Rush Factory Corporation (“Company” or “Rush Factory”) has today, on 5 December 2024, signed a conditional share exchange agreement with Sunborn Oy, PM Ruukki Oy, Jerovit Investment Oy and Oy Haapalandia Invest Ltd, pursuant to which it will acquire Sunborn International Holding Oy (“SBIH”) through a share exchange (the “Share Exchange Agreement”). SBIH is a hospitality company that develops and owns yacht hotels and other floating structures and provides hotel services therein.

Key Terms of the Transaction

 

Rush Factory will acquire all shares of SBIH through a transaction in which approximately 562,072,165 shares (the “Consideration Shares”) will be issued to the shareholders of SBIH in a directed share issue at a subscription price of approximately EUR 0.1532 per share. The subscription price of the shares will be paid in kind with SBIH shares (the “Share Exchange”). As a result of the Share Exchange and other directed share issues of Rush Factory to be carried out in connection with the Share Exchange, the total number of shares in the Company will increase from 2,360,798 shares to approximately 568,600,297 shares, assuming that Rush Factory’s other directed share issues are completed as planned.

The calculated equity value of SBIH in the Share Exchange has been set at EUR 86.1 million, assuming that certain individual and independent investors who refer to themselves as AktiiviOmistaja (the “Investors”) invest a total of EUR 11.8 million in SBIH prior to the completion of the Share Exchange, and that the equity value of Rush Factory has been set at EUR 1 million in the Share Exchange. In addition to the aforementioned total investments of EUR 11.8 million, SBIH is considering issuing new shares or using treasury shares in its possession in order to raise approximately EUR 3 million in gross proceeds prior to the completion of the Share Exchange.

Pursuant to the Share Exchange Agreement, the calculated equity value of SBIH will be adjusted on a euro-for-euro basis, and the number of Consideration Shares to be received by the sellers will be increased accordingly. Changes in the equity valuation and, consequently, in the number of Consideration Shares will also affect the post-Share Exchange shareholdings and the distribution of ownership. The calculated equity value of SBIH, the numbers of shares, and the distribution of ownership following the Share Exchange stated in this release do not include the effects of the approximately EUR 3 million directed share issue under consideration by SBIH.

SBIH operates in the accommodation sector and develops and owns yacht hotels and other floating structures, as well as provides hotel services in such facilities. Currently, SBIH owns and operates two yacht hotels located in London and Gibraltar. Yacht hotels are vessels purpose-built for hotel operations and moored in unused or underutilized waterfront areas of cities. In addition, SBIH is planning the world’s first carbon-neutral yacht hotels, the first of which is intended to be located in London by the end of 2026 and the second in North America during 2027.

Upon completion of the Share Exchange, Rush Factory will expand its business into SBIH’s operations. The merger with SBIH will provide Rush Factory with expertise in the design and construction of floating structures and event centers, significantly complementing and expanding Rush Factory’s business model. Admission to trading on the Nasdaq First North Growth Market Finland (“First North”) is a key part of SBIH’s growth strategy, as it enables more efficient capital raising to scale SBIH’s business. The Share Exchange will therefore create significant value for the shareholders of Rush Factory and SBIH in the group formed through the merger (the “Sunborn International Group”) by opening up expanded business opportunities. The Share Exchange and the directed share issues carried out in connection with it will stabilize and strengthen the financial position of the Sunborn International Group and provide capital for the construction of a new yacht hotel in London.

The objective of the Sunborn International Group is to achieve revenue of EUR 60 million and operational EBITDA of EUR 24 million by 2028. SBIH estimates its pro forma revenue for 2024 to be EUR 24–25 million and pro forma operational EBITDA to be EUR 5–6 million. SBIH’s pro forma revenue for 2023 was EUR 23.8 million and pro forma operational EBITDA was EUR 5.5 million.

The completion of the Share Exchange is subject to approval by an extraordinary general meeting by a two-thirds majority of the votes cast and shares represented. The extraordinary general meeting of Rush Factory deciding on the Share Exchange is expected to be held in February 2025. At the extraordinary general meeting, a new Board of Directors will also be appointed, after which a new management team will be appointed. In addition, it will be proposed that the Company’s Articles of Association be amended so that the Company’s name will be Sunborn International Plc, its domicile will be Helsinki, and its line of business will be expanded to include SBIH’s business activities.

If all conditions for completion are met, the Share Exchange is expected to be completed by the end of February 2025. Following completion of the Share Exchange, Sunborn Oy is expected to own approximately 53.7% of the new corporate group, Saga Palvelut Oy approximately 15.1%, PM Ruukki Oy approximately 9.9%, Nordic Credit Partners AB approximately 7.0%, Samuli Koskela through Jerovit Advisory Oy and Jerovit Investment Oy approximately 5.5%, Oy Haapalandia Invest Ltd approximately 4.6%, Mutual Pension Insurance Company Ilmarinen approximately 1.0%, and Rush Factory’s existing shareholders approximately 0.6%. The ownership percentages are presented assuming that the Share Exchange, the directed share issues of Rush Factory carried out in connection with the Share Exchange, and SBIH’s ownership arrangements are completed as planned. The Niemi family would own a total of approximately 68.7% of the new corporate group through its ownership of Sunborn Oy and Saga Palvelut Oy.

Mika Metsämäki, CEO of Rush Factory, commented:

“The planned share exchange with Sunborn International Holding Oy enables the continuation of Rush Factory’s story. Our financial position will stabilize, and Rush Factory’s business will expand into the hotel and floating structures markets, which offer attractive growth potential. I would like to thank the investors participating in the transaction as well as the owners of Sunborn International for making the continuation of our story possible.”

Markku Kankaala, CEO and Chairman of the Board of PM Ruukki, commented:

“We are circular economy entrepreneurs operating in a listed company. Through this transaction, we are bringing together an entrepreneur-led listed company that has encountered difficulties and a family-owned company seeking strong growth from international markets. What unites all three parties involved is entrepreneurship, which inevitably includes both ups and downs. The transaction between Rush Factory and Sunborn International now being announced represents one of the celebratory moments of entrepreneurship.”

Hans Niemi, CEO and Chairman of the Board of Sunborn International Holding Oy, commented:

“The business of the Sunborn International Group has been developed as part of our family group for two decades. We represent expertise within the Finnish maritime cluster in a business that is fully international and independent of individual market areas. Our objective is to grow our business significantly by introducing the first carbon-neutral yacht hotels to London and North America within just over two years. We are also continuously negotiating new locations for yacht hotels and, in the future, for other floating structures planned by the company worldwide. The listing of our shares is a natural continuation of our growth path, enabling the financing of the necessary investments. At the same time, it creates a significant opportunity for the shareholders of the new Sunborn International Group to enhance the value of their investment.”

SBIH as an Investment Opportunity

 

SBIH and the Company’s Background in Brief

SBIH is part of the Niemi family–owned family business group and its investment activities. In addition to the Sunborn Group, the family office’s operations include several other groups, and its activities cover more than 50 companies across various industries, including accommodation, healthcare, real estate, events, entertainment, media and communications, and renewable energy. The companies operate, among others, in Finland, Denmark, Canada, Malaysia, Spain, the United Kingdom, and Gibraltar.

Property development and ownership are a unifying factor of the family’s interests, and the value of the real estate assets owned and managed by the family is approximately EUR 500 million, covering around 200,000 square meters of, among other things, commercial and accommodation premises. The Sunborn Group has more than 50 years of experience in the international accommodation sector, with its first hotel operations having commenced in Spain in 1973. The Sunborn Group’s current hotels, spa hotels, and yacht hotels comprise a total of 750 rooms and suites, and its restaurant operations include more than 10,000 customer seats.

SBIH, a subsidiary of Sunborn Oy, operates in the accommodation sector and develops and owns yacht hotels and other floating structures, as well as provides hotel services in such facilities. SBIH built the world’s first yacht hotel in 1998 and located it in Naantali, Finland. The first yacht hotel was later relocated to London in 2003, and a second yacht hotel was built in Naantali to replace it. After ten years of operation, the first yacht hotel was sold in 2008 at a price 35% higher than its construction cost. The second yacht hotel, which had operated in Naantali since 2003, underwent a significant refurbishment in 2014 and was simultaneously relocated to London. In the same year, 2014, Sunborn opened a yacht hotel in Gibraltar.

In 2020, Sunborn Oy transferred its yacht hotel business under SBIH with the aim of consolidating the companies, assets, and intellectual property related to the yacht hotel business under a new entity in preparation for a future financing round and to accelerate the growth of the yacht hotel business. SBIH has operated all of its owned yacht hotels since 2021.

In its operations, SBIH combines decades of experience in hotel operations and ship design. SBIH’s long-standing expertise in shipbuilding and ship design specifically related to yacht hotels enables an efficient construction process together with selected shipyard partners, with the aim of ensuring cost efficiency, delivery reliability, and access to favorable financing for new projects based on export credit arrangements. Currently, SBIH owns and operates two yacht hotels located in London and Gibraltar, comprising more than 300 hotel rooms and approximately 25,000 square meters of relocatable commercial space. SBIH’s business model is based on five pillars:

1. acquisition and management of yacht hotel locations;
2. design and construction of yacht hotels;
3. ownership of yacht hotels;
4. hotel operations conducted in yacht hotels; and
5. technical support and maintenance of yacht hotels.

Yacht hotels are vessels purpose-built for hotel operations and moored in unused or underutilized waterfront areas of cities. Although yacht hotels are intended to remain in one location, they are nonetheless relocatable worldwide. This relocatability enables a sustainable business model and adaptation to changing supply and demand conditions. Yacht hotels are also not expected to require significant modification works, as they are designed specifically for hotel use. At the same time, yacht hotels are designed to maximize usable floor area, with technical equipment and engine rooms occupying only a limited portion of the vessel.

Yacht hotels offer an attractive value proposition particularly in coastal cities where land prices and/or construction costs are high. According to SBIH’s management, the yacht hotel product—distinct from other offerings in the market—creates a unique experience for customers and provides SBIH with a competitive advantage that enables it to compete against new market entrants. From the customer’s perspective, yacht hotels combine the luxury of superyachts with the comfort of high- end hotels. This unique experience, appealing to both leisure travelers and corporate customers, allows SBIH to maintain occupancy rates above those of traditional hotel peers despite higher room rates.

Yacht Hotel Deployment Process

 

The deployment process for SBIH’s yacht hotels begins with the evaluation of potential locations. SBIH typically seeks to place a new yacht hotel through existing cooperation partners. Following this, discussions are initiated with local authorities. As the discussions progress, SBIH designs a yacht hotel tailored to the specific location. Thereafter, an agreement is entered into with the local authorities.

Prior to the commencement of construction, project financing is secured, making it possible to utilize, among other things, the OECD’s standardized export credit framework. Construction and construction-phase risks are borne by the shipyard partner. Construction taking place outside the final location minimizes disruption to the host site.

Once the yacht hotel has been completed, SBIH either operates the hotel business itself or arranges hotel operations with a third party. SBIH has operated the hotel business in its owned yacht hotels itself since 2021, and its primary objective is to continue operating both the hotel business and the brand in-house in future yacht hotels that are constructed and deployed. The hotel business represents the most visible part of SBIH’s operations to customers and constitutes a source of recurring revenue.

However, successful hotel operations require success in the preceding phases, namely the design and construction of the yacht hotels as well as the identification and securing of attractive locations. In addition to hotel operations, SBIH is responsible for ensuring that the vessels function as intended throughout their desired service life. According to SBIH’s management, the technical solutions of the yacht hotels enable an expected service life of more than 50 years for existing yacht hotels and up to 100 years for new yacht hotels in the Evolution vessel series.

In addition to hotel operations, SBIH continuously assesses the optimal timing for divesting yacht hotels and redeploying the proceeds from sold assets into new development projects. SBIH has regularly received inquiries regarding its yacht hotels from accommodation companies around the world.

SBIH’s expertise in ship construction is not limited solely to yacht hotels; the company also intends to leverage its competitive advantages in other floating structures and buildings designed by the company for various uses. Product development in these areas is ongoing.

Key Strengths

 

SBIH believes that the following factors in particular represent its key strengths and will provide long-term competitive advantages:

SBIH is a pioneer in floating accommodation

SBIH has developed a scalable, dynamic, and specialized floating hotel product with characteristics that differentiate it from traditional hotel offerings

SBIH has the capability to secure long-term berth lease rights with major cities in attractive locations

Yacht hotels represent an asset class with attractive return potential

A strong management team with more than 100 years of combined experience in real estate, shipbuilding, and the accommodation sector

Strategy

 

SBIH’s objective is to become the global market leader in floating hotels.

The strategy for the Sunborn London yacht hotel is to continue its operations in London until a new, larger yacht hotel to be located in London is completed. Thereafter, the Sunborn London yacht hotel will be relocated to Seville, where it will continue its operations. In connection with the relocation to Seville, the Sunborn London yacht hotel will undergo upgrades to its public areas and accommodation facilities, as well as improvements in energy efficiency.

SBIH has negotiated a 30-year berth lease right in Seville with an extension option, and the berth right granted to SBIH requires only the submission of a technical implementation plan. SBIH expects to enter into the final lease agreement for Seville in February 2025. In Seville, the vessel will be located in the Port of Seville near the Muelle de las Delicias park, a central location within walking distance of, among others, Plaza de España and the venue of the Feria de Abril. SBIH’s strategy in Seville is supported by growing demand for hotel capacity, the city’s location just a two-and-a-half-hour train journey from Madrid, and its position as the fourth-largest city in Spain by population.

Once the Sunborn London yacht hotel has been relocated to Seville, SBIH plans to deploy at the same berth location in London a new carbon-neutral yacht hotel of the luxury-class Evolution vessel series. The new yacht hotel would comprise 225 rooms, increased restaurant capacity, lower operating costs, and high energy efficiency. SBIH holds a permanent planning permission for the new London yacht hotel and a 30-year berth lease agreement that will enter into force upon completion of the new yacht hotel and its arrival at the location. According to a valuation report prepared by the leading real estate valuation company CBRE in February 2022, the net present value of the new London yacht hotel was approximately GBP 106 million (approximately EUR 127 million).

SBIH targets revenue of GBP 18.5 million (approximately EUR 22.1 million) and operational EBITDA of GBP 7.2 million (approximately EUR 8.6 million) for the new London yacht hotel in its fourth year of operation. The directed share issues carried out in connection with the Share Exchange will enable the construction of the new London yacht hotel to proceed on schedule and as planned.

The berth lease agreement for the Sunborn Gibraltar yacht hotel, located at the Ocean Village Marina in Gibraltar, is valid until 15 August 2028. Due to challenging market conditions in Gibraltar, SBIH has been seeking alternative locations for the yacht hotel. SBIH is currently engaged in advanced negotiations regarding long-term berth lease rights in several locations. SBIH is considering redeploying the Sunborn Gibraltar yacht hotel to a new location within the next 18–36 months if the operating environment does not improve. According to SBIH’s management, such redeployment could result in an annual increase of EUR 3–5 million in SBIH’s EBITDA in the coming years.

SBIH’s growth strategy is to secure long-term berth locations in the world’s most important metropolitan areas and to provide hotel, event, and restaurant services in those locations in a cost-efficient manner using products that are scalable and replicable. SBIH continuously evaluates new locations to which it could relocate existing yacht hotels or construct new ones. SBIH’s strategy is to identify attractive locations where there is demand for hotel accommodation but where property rental costs are high. In such locations, SBIH’s competitiveness is at its strongest.

Attractive locations typically include major cities where SBIH can utilize otherwise unused or underutilized waterfront areas. A significant proportion of the world’s largest cities have waterfront or harbor areas in their city centers. Yacht hotels are typically placed near convention centers or event venues, where there is natural demand for accommodation. Depending on changes in demand, more or fewer accommodation units can be deployed at the same location, enabling SBIH to reallocate its yacht hotels globally.

SBIH plans to construct more than 3,500 hotel rooms based on the new Evolution vessel series model, with development projects underway in London, Seville, North America, Dublin, Hong Kong, Iceland, the Middle East, Oceania, and Shanghai.

Sunborn Gibraltar Yacht Hotel

 

The Sunborn Gibraltar Yacht Hotel is SBIH’s newest vessel and is the only five-star hotel (UK AA) and the only major conference venue in Gibraltar. The Sunborn Gibraltar Yacht Hotel comprises 189 rooms, including 22 suites. In addition, it features event facilities for up to 400 people, conference facilities for up to 250 people, multiple restaurants including the Sky Restaurant on Deck 7 with panoramic views, three licensed bars, a fitness center, and a spa. The majority of the Sunborn Gibraltar Yacht Hotel’s customers are from the United Kingdom.

The Sunborn Gibraltar Yacht Hotel is equipped with an electric propulsion system that enables short-distance movements and maneuvering within ports. The yacht hotel is also constructed to be easily connected to virtually any port worldwide. Its shallow draft allows access to non-commercial ports, and the yacht hotel is connected to onshore water, sewage, and electricity networks. Connection to shore-based networks enables the Sunborn Gibraltar Yacht Hotel to operate without using its generators while in port, thereby reducing pollution and environmental impact to a minimum level comparable to, or even better than, that of a modern land-based building.

In 2023, the occupancy rate of the Sunborn Gibraltar Yacht Hotel was 57%, and occupancy has not recovered to pre-COVID- 19 levels in the same way as in London. During the first half of 2024, the Sunborn Gibraltar Yacht Hotel’s revenue amounted to GBP 4,840 thousand (H1/2023: GBP 4,761 thousand), and its EBITDAR amounted to GBP 935 thousand (H1/2023: GBP 1,074 thousand). In 2023, revenue totaled GBP 10,171 thousand (2022: GBP 10,672 thousand; 2021: GBP 8,438 thousand; 2020: GBP 3,899 thousand; 2019: GBP 10,764 thousand), and EBITDAR amounted to GBP 2,263 thousand (2022: GBP 3,338 thousand; 2021: GBP 3,104 thousand; 2020: GBP 239 thousand; 2019: GBP 3,327 thousand). Of the 2023 revenue, 68% was derived from hotel and restaurant operations, 25% from food and beverage operations, and 7% from other sources.

According to the most recent valuation report prepared by Altum Marine in May 2023, the value of the Sunborn Gibraltar Yacht Hotel was USD 144 million.

The Sunborn Gibraltar Yacht Hotel was awarded Gibraltar’s Leading Hotel at the World Travel Awards in 2018, 2019, and 2021. The hotel has received strong ratings on well-known travel platforms (8.6/10 on Booking.com, 9.2/10 on Hotels.com, and 4.5/5 on Tripadvisor).

Towards Carbon Neutrality Through Energy Innovations

 

At present, SBIH is planning the world’s first carbon-neutral floating hotel, leveraging SBIH’s renewable energy–related innovations. SBIH’s goal is to develop, own, and operate a new generation of disruptive, carbon-neutral relocatable hotels. According to SBIH’s management, environmental performance, energy efficiency, and social responsibility will become a competitive advantage in real estate development and the hotel industry, acting as a driver of profitability. Achieving and exceeding environmental targets is a significant part of SBIH’s growth strategy to expand into new locations, as major cities often have environmental objectives in their urban plans in addition to accommodation-related targets—objectives that SBIH aims to address with its new generation of relocatable hotels. In addition, SBIH seeks to respond to customer requirements through environmentally friendly and sustainable operations, as environmental impacts related to travel and accommodation are increasingly taken into account. According to SBIH’s management, sustainable business practices also enable access to new financing product markets, such as the opportunity to seek funding in the markets for green bonds and sustainability-linked bonds.

SBIH’s first carbon-neutral Evolution vessel series yacht hotel is planned to be located in London by the end of 2026, and a second one in North America during 2027. The new Evolution series yacht hotels would be classified under the same DNV (Det Norske Veritas) classification as the existing yacht hotels.

SBIH aims to build environmentally friendly vessels that use 100% renewable energy by utilizing insulation solutions that improve energy efficiency, an energy-efficient UV-protected glazing system, a water-circulated heat pump system, integrated solar cells, and continuous monitoring and optimization of energy and water consumption to minimize waste and costs. All waste is recycled to reduce the carbon footprint. In addition, the yacht hotels are designed to be recyclable at the end of their life cycle. SBIH estimates that the service life of the new Evolution series yacht hotels could be up to 100 years. According to SBIH’s management, by focusing on sustainable development SBIH can operate with a significantly smaller carbon footprint than traditional land-based hotels. The current Sunborn Gibraltar and Sunborn London yacht hotels have been awarded the Green Key certification, which demonstrates SBIH’s commitment to environmental responsibility and sustainable hotel operations.

Based on simulations, SBIH’s management estimates that the new innovations enable up to an 85% reduction in energy consumption compared to existing yacht hotels. A water heat pump system combined with a solar power system and a tidal energy generator developed by Sunborn Energy Ltd aim to produce the majority of the energy consumed in the Evolution series yacht hotels. In suitable environments, environmentally friendly renewable energy is produced continuously from tidal movements. The yacht hotels aim to purchase the remaining required energy as cleanly produced energy.

The tidal energy generators are generators developed by Sunborn Energy Ltd and Imperial College London, through which energy is produced from the yacht hotel’s mass as the tide falls and from the yacht hotel’s buoyancy as the tide rises.

Sunborn Energy Ltd and Imperial College London received a total grant of approximately EUR 0.5 million for product development of the tidal energy generators from the fourth round of the UK Department for Transport and Innovate UK Clean Maritime Demonstration Competition (CMDC4), which focused on developing various clean maritime technologies. Other project partners include, among others, the Port of London Authority and Mott MacDonald Group Ltd, one of the world’s leading renewable energy consultancies. As a result of the grant, the development work is fully funded for the next 12 months. In the next phase, the project could be eligible to receive a grant of approximately EUR 3 million. SBIH will utilize the tidal energy generators in accordance with a cooperation agreement entered into with Sunborn Energy Ltd.

On the exterior surfaces of the Evolution series yacht hotels, next-generation solar technologies would be used, such as solar thermal and photovoltaic cells, thermochromic environmentally controlled dynamic glazing, special thermal coatings, and sun-reactive surface materials, with which SBIH aims to reduce the energy consumption used by HVAC systems (heating, ventilation and air conditioning) and cut cooling-related energy consumption by up to 60%. According to SBIH’s management, thermochromic glazing significantly reduces hotel room energy consumption compared to traditional glazing. A next-generation model of the water heat pump system would reduce energy consumption by 65–75% compared to traditional HVAC systems. Other renewable energy innovations in the new Evolution series yacht hotels include, among other things, heat and energy storage systems and a nano-paint coating protecting the underwater hull. Furthermore, based on development work, SBIH has selected the most suitable hull model for future yacht hotels—one into which environmental technologies can be efficiently integrated and which complies with the highest insulation class. The new Evolution series yacht hotels would also feature an AI-based building automation system that would monitor, control, and optimize the yacht hotel’s energy consumption using machine learning by analyzing energy use and usage patterns. Real-time data would enable predictive planning and adjustment of HVAC and key energy systems. The Evolution series yacht hotels would not have permanent propulsion systems, but rather a removable propulsion system; as a result, Evolution series yacht hotels would not use any fossil fuels at all in normal operation.

The construction costs of the new energy- and construction-cost-efficient luxury-class Evolution series yacht hotels may be significantly lower than those of comparable land-based hotels. According to SBIH’s management, the construction costs of Evolution series yacht hotels average (depending on fit-out) approximately USD 350,000–550,000 per hotel room, whereas the construction costs of comparable luxury-class land-based hotels average USD 1.63 million per hotel room (Cushman & Wakefield 2020). Due to lower construction costs, SBIH’s management targets a 12% return for its Evolution series yacht hotels, compared to 4–6% returns for comparable luxury-class hotels in the United States.

Financial Key Figures

 

SBIH’s pro forma revenue in 2023 was EUR 23.8 million and its pro forma operational EBITDA was EUR 5.5 million (23.3% of pro forma revenue). During the first half of 2024, SBIH’s pro forma revenue was EUR 11.5 million and its pro forma operational EBITDA was EUR 2.5 million (21.7% of pro forma revenue).

SBIH’s pro forma equity ratio as of 30 June 2024 was 20%, and its pro forma liquidity (current ratio) was 18%. The equity ratio describes the company’s capital structure. The current ratio reflects the company’s ability to meet short-term expenses and obligations.

As SBIH has not prepared consolidated financial statements, the figures presented above have been derived from combined unaudited figures of each separate company and sub-group company within the SBIH Group for the six-month period ended 30 June 2024 and from audited figures in the financial statements for the financial year ended 31 December 2023. Intra- group items of the SBIH Group have been eliminated from the combined figures; these consist mainly of operating and financing transactions between the companies owning the yacht hotels and the companies operating them, as well as operating and financing transactions between the parent company of the SBIH Group, the parent companies of the sub- groups, and the subsidiaries. In the pro forma operational EBITDA, IFRS cancellation adjustments have also been taken into account, whereby the subsidiary financial statements prepared in accordance with IFRS financial reporting standards for the purpose of compiling SBIH’s combined pro forma figures have been converted to comply with recognition under Finnish accounting practices. In addition, post-balance-sheet adjustments have been made to the pro forma balance sheet figures of the SBIH Group relating to SBIH’s ownership arrangements prior to completion of the Share Exchange. Further information on SBIH’s ownership arrangements is provided below in the section “Other arrangements related to the Share Exchange”.

In 2023, the combined average daily rate (ADR) of SBIH’s yacht hotels was EUR 194.8 and revenue per available room (RevPAR) was EUR 126.2. ADR is calculated by dividing room revenue by the number of rooms sold during a given period. ADR describes the average room rate received from SBIH’s hotels during a given period. RevPAR describes room revenue divided by the total number of available rooms during a given period. RevPAR describes the unit-level revenue generated by SBIH’s hotel rooms over different reporting periods. Room revenue used in the ADR and RevPAR metrics does not include other revenue generated by SBIH’s hotels, such as food and beverage sales.

According to the latest valuation reports prepared by Altum Marine in October 2023 and May 2023, the combined market value of the Sunborn London yacht hotel and the Sunborn Gibraltar yacht hotel was approximately EUR 182.2 million, after converting the Sunborn Gibraltar yacht hotel’s USD value into euros using the average exchange rate for 2023. The book value of the Sunborn London yacht hotel as of 30 June 2024 was EUR 6.9 million measured at acquisition cost less accumulated depreciation in accordance with Finnish accounting practices, and the book value of the Sunborn Gibraltar yacht hotel as of 30 June 2024 was EUR 90.5 million measured at acquisition cost less accumulated depreciation in accordance with IFRS financial reporting standards. Accordingly, the combined market value of the yacht hotels of EUR

182.2 million significantly exceeds their combined book value of EUR 97.4 million.

Financial Targets for 2028 and Forecast for 2024

 

The Sunborn International Group’s target is revenue of EUR 60 million and operational EBITDA of EUR 24 million by 2028.

The revenue target is based on the existing yacht hotels and two planned new Evolution series yacht hotels, one of which is planned to be located in London by the end of 2026 and the other in North America during 2027. The Sunborn International Group considers the key drivers of operational EBITDA to be the new technologically advanced and energy-efficient yacht hotels and the improved performance of the Sunborn Gibraltar yacht hotel. Investments required to expand the business are expected to total approximately EUR 160 million by the end of 2028, and the investments are primarily intended to be financed through export financing.

SBIH forecasts pro forma revenue for 2024 to be EUR 24–25 million and pro forma operational EBITDA to be EUR 5–6 million. SBIH’s pro forma revenue for 2023 was EUR 23.8 million and pro forma operational EBITDA was EUR 5.5 million.

The statements above include forward-looking statements, which are not guarantees of the future financial performance of the Sunborn International Group. The actual results and financial position of the Sunborn International Group may differ materially from what is expressed or implied in these forward-looking statements due to a number of factors.

Information on the Share Exchange Share Exchange Agreement

Rush Factory today, on 5 December 2024, signed the Share Exchange Agreement with Sunborn Oy, PM Ruukki Oy, Jerovit

Investment Oy, and Oy Haapalandia Invest Ltd. After the date of the Share Exchange Agreement and no later than in one or more directed share issues to be carried out in connection with the Share Exchange, new shareholders of SBIH in addition to Sunborn Oy will become parties, who prior to completion of the Share Exchange either accede to the Share Exchange Agreement or otherwise undertake to comply with it (such parties together, the “Sellers”).

Under the Share Exchange Agreement, Rush Factory will acquire the entire share capital of SBIH through a share exchange. The Share Exchange will be implemented so that the Sellers subscribe for approximately 562,072,165 new shares issued by Rush Factory in a directed share issue and pay the subscription price by transferring as consideration in kind the SBIH shares they own. As a result of the Share Exchange, the Sellers will become among the Company’s largest shareholders.

Following completion of the Share Exchange, Rush Factory will own 100% of SBIH’s shares. The calculated equity value of SBIH in the Share Exchange has been set at EUR 86.1 million, assuming that the Investors invest a total of EUR 11.8 million in SBIH prior to completion of the Share Exchange, and the equity value of Rush Factory has been set at EUR 1 million in the Share Exchange.

In accordance with the Share Exchange Agreement, approximately 562,072,165 Consideration Shares will be issued for subscription, whereby the total number of shares after completion of the Share Exchange is expected to be approximately 568,600,297, assuming that Rush Factory’s other directed share issues are completed as planned. Following completion of the Share Exchange, Sunborn Oy is expected to own approximately 53.7% of the new corporate group, Saga Palvelut Oy approximately 15.1%, PM Ruukki Oy approximately 9.9%, Nordic Credit Partners AB approximately 7.0%, Samuli Koskela through Jerovit Advisory Oy and Jerovit Investment Oy approximately 5.5%, Oy Haapalandia Invest Ltd approximately 4.6%, Mutual Pension Insurance Company Ilmarinen approximately 1.0%, and Rush Factory’s existing shareholders approximately 0.6%. The ownership percentages are presented assuming that the Share Exchange, the directed share issues of Rush Factory carried out in connection with the Share Exchange, and SBIH’s ownership arrangements are completed as planned.

The Niemi family would own a total of approximately 68.7% of the new corporate group through its ownership of Sunborn Oy and Saga Palvelut Oy.

Sunborn Oy, PM Ruukki Oy, Jerovit Investment Oy, and Oy Haapalandia Invest Ltd undertake not to dispose of the Consideration Shares subscribed for in the Share Exchange for one year from completion of the Share Exchange.

The Share Exchange is conditional upon, among other things, the exemption permit granted by the Finnish Financial Supervisory Authority to Sunborn Oy from the mandatory takeover bid obligation, completion of the Investors’ EUR 11.8 million investment, completion of Rush Factory’s other directed share issues, the required decisions of Rush Factory’s extraordinary general meeting, confirmation of the approval of the admission application, all parties who are shareholders of SBIH at the time of completion of the Share Exchange acceding to the Share Exchange Agreement, and the fulfillment of other customary closing conditions.

Purpose and Impact of the Share Exchange

 

If completed, the Share Exchange will expand Rush Factory’s business into SBIH’s operations. The cornerstone of Rush Factory’s business consists of internationally scalable touring-format experience and sports event concepts. Rush Factory has reviewed and analyzed new event concepts that include relocatable event venues and structures in city centers. As stated in Rush Factory’s release published on 29 November 2024, Rush Factory’s strategy is to expand into the rental of event equipment and to provide portable and infrastructure furnishings comprehensively for the event industry.

The merger with SBIH will provide Rush Factory with expertise in the design and construction of floating structures and event centers, significantly complementing and expanding Rush Factory’s business model. The merger with Rush Factory is a key part of SBIH’s growth strategy, as it enables the raising of additional capital for the company’s projects under development. SBIH has planned new Evolution series yacht hotels and is initiating the construction of a new yacht hotel in London. In line with SBIH’s growth strategy, the listing will enable more efficient capital raising to scale SBIH’s business. A public listing provides SBIH with improved access to capital markets, enhancing its ability to expand operations and execute strategic investments even more competitively.

The Share Exchange will therefore create significant value for the shareholders of the Sunborn International Group formed through the merger of Rush Factory and SBIH, by expanding business opportunities. The directed share issues arranged in connection with completion of the Share Exchange will strengthen the equity of the Sunborn International Group. Following the acquisition of SBIH, the yacht hotel business will become a core part of the Company’s operations. The new business to be acquired through the Share Exchange provides the Company’s shareholders with an opportunity to participate in a growing business and in the potential value appreciation it may bring.

In addition to stabilizing and strengthening the financial position, the directed share issues carried out in connection with the Share Exchange will provide the Sunborn International Group with capital for the construction of the new London yacht hotel and other investments in both existing and new yacht hotel projects, and enable the acceleration of the yacht hotel business growth strategy.

Admission of the shares to trading on First North is a natural continuation of SBIH’s strategy following its listed bond issuances. At the same time, it increases the visibility of SBIH’s yacht hotels. In addition, Rush Factory and SBIH believe that the Sunborn International Group’s unique concept, with clear competitive advantages, would generate investor demand globally.

Other Arrangements Related to the Share Exchange

 

As Rush Factory previously announced on 28 October 2024, PM Ruukki Oy and Jerovit Advisory Oy offered equity financing to Rush Factory as part of a financing arrangement (the “Financing Arrangement”). In the financing agreement, the parties agreed that Rush Factory would carry out a directed share issue in which PM Ruukki Oy and Jerovit Advisory Oy would each receive a 25% ownership and voting interest in all Rush Factory shares, i.e., a combined 50% stake, for a total investment of EUR 400,000. Half of the EUR 400,000 investment, i.e., EUR 200,000, would be paid by converting bridge financing received by Rush Factory into new Rush Factory shares. In its release published on 28 October 2024, Rush Factory estimated the subscription price at EUR 0.108 per share. Rush Factory has updated its estimate and now expects the subscription price to be approximately EUR 0.123 per share, in which case a total of 3,264,066 new Rush Factory shares would be issued to PM Ruukki Oy and Jerovit Advisory Oy.

As part of the Financing Arrangement and prior to the directed share issue, receivables of the Company’s existing creditors Niemelän Markka & Ropo Oy and Markus Niemelä that can be converted into the Company’s shares will be converted into new shares at a subscription price of EUR 0.453 per share. Such receivables amount to a total of EUR 409,180.30.

Accordingly, a total of 903,268 new Rush Factory shares will be issued to Niemelän Markka & Ropo Oy and Markus Niemelä. SBIH’s ownership arrangements related to the Share Exchange are briefly described below:

SBIH’s objective has been to raise EUR 11.8 million in equity financing prior to completion of the Share Exchange. As of the publication of this release, SBIH has received irrevocable subscription commitments totaling up to EUR 13.8 million. The Investors and SBIH today, on 5 December 2024, signed investment agreements pursuant to which the Investors will invest a total of EUR 11.8 million in SBIH and receive in return 64,538,989 treasury shares held by SBIH prior to completion of the Share Exchange. In addition, PM Ruukki Oy and Sunborn Oy today, on 5 December 2024, signed a share purchase agreement pursuant to which Sunborn Oy will sell part of its holding to PM Ruukki Oy prior to completion of the Share Exchange.

Holders of Sunborn Finance Oyj’s bond loan have had the opportunity to convert their bonds into SBIH shares. Of the bondholders, Nordic Credit Partners AB converted EUR 3.3 million and Mutual Pension Insurance Company Ilmarinen converted EUR 460,000 prior to completion of the Share Exchange. Nordic Credit Partners AB and Mutual Pension Insurance Company Ilmarinen will receive a total of 28,025,355 SBIH shares in return.

Saga Palvelut Oy, part of the Sunborn Group, will convert its profit-participating loan receivable from SBIH in the amount of EUR 14,990,204 prior to completion of the Share Exchange, receiving 52,578,946 SBIH shares in return.

In addition to the ownership arrangements described above, SBIH is considering issuing new shares or using treasury shares held by it in order to raise approximately EUR 3 million in gross proceeds prior to completion of the Share Exchange. Under the Share Exchange Agreement, the calculated equity value of SBIH will be adjusted on a euro-for- euro basis and the number of Consideration Shares received by the Sellers will be increased accordingly. Changes in valuation and thus in the number of Consideration Shares will also affect post-Share Exchange shareholdings and the distribution of ownership. The calculated equity value of SBIH, the numbers of shares, and the distribution of ownership following the Share Exchange stated in this release do not include the effects of the approximately EUR 3 million directed share issue under consideration by SBIH. Completion of the directed share issue is not a condition for implementing the Share Exchange.

All parties that become shareholders of SBIH after the signing of the Share Exchange Agreement and no later than prior to completion of the Share Exchange will accede to the Share Exchange Agreement or otherwise undertake to comply with it, whereby they will become Sellers and will be entitled to consideration in accordance with the Share Exchange Agreement.

Management and Governance

 

The Company’s name will be Sunborn International Plc (in Finnish, Sunborn International Oyj), and its registered domicile will be Helsinki.

The Company’s CEO will be Hans Niemi, SBIH’s current CEO. Xavier Valero will act as Deputy CEO and General Counsel, Jenni Saario as CFO, Marc Skvorc as Chief Operating Officer, and Karen Thomson as UK Country Director.

Rush Factory intends to propose to the extraordinary general meeting of Rush Factory deciding on the Share Exchange that the following persons be elected to the Company’s Board of Directors as of completion of the Share Exchange: Hans Niemi, Jakob Eliasson, Markku Kankaala, Samuli Koskela, Jussi Majamaa, Karen Thomson, and Xavier Valero.

Hans Niemi has served as SBIH’s CEO and a member of the Board since 2020 and as Chairman of the Board since 2021. Niemi has over 20 years of experience in the hotel industry and real estate development within the Sunborn Group.

Jakob Eliasson has acted as a lead investor in several significant private equity and infrastructure transactions as well as in private and public financing transactions in the Nordics. Eliasson currently serves as Chairman of the credit investment committee of Altaal AB and as a member of the Board of Altaal AB. Eliasson founded one of the Nordics’ first independent credit funds, Nordic Credit Partners AB, where he served as CEO and Chief Investment Officer from 2015 to 2024, and he serves on several investment and advisory committees. Previously, Eliasson served, among other roles, as Investment Director for Nordic private equity investments at CVC Capital Partners PLC from 2012 to 2015 and as an investment professional at Goldman Sachs Merchant Banking (the private equity, credit, and infrastructure division of The Goldman Sachs Group, Inc.) in London from 2010 to 2012.

Markku Kankaala is an entrepreneur from Northern Ostrobothnia who has served on the boards of more than 60 companies. Kankaala has over 20 years of experience in listed companies as CEO, Chairman of the Board, Board member, and audit committee member. In addition, he has 33 years of diverse experience in entrepreneurship and business operations, as well as extensive experience in corporate restructurings and M&A transactions. Among other roles, he is the founder of Afarak Group Oyj (formerly Ruukki Group Oyj) and served as a member of its Board from 1993 to 2017. Kankaala currently acts as an investor through his company PM Ruukki Oy, Chairman of the Board of Summa Defence Oy, Chairman of the Board of Wetteri Oyj, and Vice Chairman of the Board of NYAB AB. Previously, Kankaala served, among other roles, as Chairman of the Board of Enersense International Oyj from 2020 to 2021, and as Business Area Director at Ruukki Group Oyj from 2004 to 2006 and CEO from 2003 to 2004.

Samuli Koskela is an experienced legal advisor and M&A professional. Koskela has over 20 years of experience in mergers and acquisitions, from growth strategies to strategy execution. His broad career includes significant roles both as a lawyer and as a business executive, in particular as a founding partner of Lexia Attorneys Ltd from 2007 to 2024, CEO from 2017 to 2024, and a member of the Board from 2023 to 2024. Koskela currently serves as Head of Investor Relations and M&A at Wetteri Oyj and as an independent advisor, CEO, and Board member in his company Jerovit Advisory Oy.

Jussi Majamaa has nearly 30 years of experience as a financial advisor in corporate transactions and several years of experience in the management of listed companies. Majamaa acts as SBIH’s financial advisor in the Share Exchange through his company Origo Partners Oy. Previously, Majamaa served, among other roles, as CEO of Sievi Capital Oyj from 2021 to 2023; founder, partner, and Chairman of the Board of Sisu Partners Oy from 2014 to 2020; Head of M&A at Pohjola Corporate Finance Oyj (now OP Corporate Bank Plc) from 2008 to 2014; Director at Deloitte Corporate Finance Oy from 2005 to 2008; Director at Carnegie Investment Bank AB from 2003 to 2005; Director at UBS Warburg (UBS AG) from 2000 to 2003; Associate in investment banking at Skandinaviska Enskilda Banken AB (publ) Helsinki branch from 1998 to 2000; Analyst from 1996 to 1998; and auditor at PricewaterhouseCoopers Oy from 1994 to 1996.

Karen Thomson has over 35 years of experience in managing large-scale accommodation business operations and multi- service contracts, as well as relationships with leading international hotel brands. During Thomson’s 18 years in leadership roles in the Hotel & Leisure division of ISS UK Ltd (as division head from 2012 to 2018 and as Operations Director from 2000 to 2012), the division grew significantly, reaching annual revenue of GBP 52 million. At ISS UK Ltd’s Hotel & Leisure division, Thomson was responsible for more than 3,500 employees. Thereafter, Thomson founded a boutique accommodation services company and launched a consultancy firm, which today serves high-profile clients by providing tailored advisory services and supporting ambitious growth plans. Thomson is also a member of the Board of Sunborn Energy Ltd.

Xavier Valero has served as SBIH’s Deputy CEO and a member of the Board since 2021, and as General Counsel of the Sunborn Group since 2001. In addition, Valero is a member of the Board of Sunborn Energy Ltd, Sunborn (Gibraltar) Ltd, Sunborn (Gibraltar) Resort Ltd, Sunborn (Gibraltar) Holdings Ltd, Sunborn Evolution Ltd, Sunborn Spain SLU, and Sunborn International (UK) Ltd. Previously, Valero also served as a senior partner at his family law firm Valero & Väinölä Advocats from 2000 to 2017.

Extraordinary General Meeting and Admission of the Shares to Trading

 

Rush Factory’s operations will undergo a significant change as a result of the Share Exchange, and the Company will therefore publish a company description in accordance with the First North rules. The company description will be published before Rush Factory’s extraordinary general meeting deciding on the Share Exchange, which is expected to be held in February 2025. Completion of the Share Exchange requires approval by the extraordinary general meeting by a two-thirds majority of the votes cast and shares represented. The notice convening the extraordinary general meeting will be published no later than three weeks prior to the meeting. Matters to be resolved at the extraordinary general meeting include, among others, approval of the Share Exchange, arranging the directed share issue for the Sellers, election of a new Board of Directors, and amendments to the Articles of Association, including the company name and line of business. The Company’s name would thereafter be Sunborn International Plc (Sunborn International Oyj in Finnish), its domicile Helsinki, and its line of business would be expanded to include SBIH’s business areas.

Following implementation of the Share Exchange, the Consideration Shares are planned to be admitted to trading on First North. The application for admission to trading (i.e., the description of the conditions for admission) is expected to be submitted to Nasdaq Helsinki Ltd in January 2025. Admission of the Consideration Shares to trading is subject to Nasdaq Helsinki Ltd approving Rush Factory’s application. Trading in the Consideration Shares is expected to commence on First North by the end of February 2025. The Share Exchange will have no effect on the shares’ ISIN code, which is FI4000348909.

Preliminary Timetable

 

The timetable set out below is preliminary and may change:

The notice convening Rush Factory’s extraordinary general meeting deciding on the Share Exchange will be published no later than three weeks prior to the meeting.

Rush Factory will publish the company description containing detailed information on the Share Exchange, expected in February 2025.

Rush Factory’s extraordinary general meeting deciding on the Share Exchange is expected to be held in February 2025.

If all conditions for completion are met, the Share Exchange is expected to be completed by the end of February 2025.

Trading in the Consideration Shares on First North will begin as soon as possible after completion of the Share Exchange.

Availability of the Company Description

 

The Company will publish a company description in accordance with the First North rules. This release is not a notice convening an extraordinary general meeting and is not the company description. Any decisions regarding the Share Exchange must be based solely on the information contained in the notice convening the extraordinary general meeting and the company description, as well as independent analysis of the information contained therein. Investors are encouraged to familiarize themselves with the company description, in particular the sections “Risk Factors”, “Share Exchange and Share Exchange Agreement”, and “Business Description”, which provide more comprehensive information on SBIH, the post-Share Exchange business, and the Share Exchange, including the associated benefits and risks. The company description will be published on Rush Factory’s website at: (link omitted here as requested format is text-only; you can paste it if you want it kept).

Advisors

 

Edelle Attorneys Ltd acts as Rush Factory’s legal advisor. Origo Partners Oy acts as SBIH’s financial advisor and Borenius Attorneys Ltd as SBIH’s legal advisor. Burson / Hill and Knowlton Finland Oy acts as SBIH’s communications advisor.

Press Conference and Investor Communications

 

The Company will hold an analyst and press conference regarding the merger of Rush Factory and SBIH today, 5 December 2024, at 11:30 a.m. at Sanomatalo, Flik Studio Eliel, 1st floor, Töölönlahdenkatu 2, Helsinki. The event can also be followed via a webcast.

At the analyst and press conference, Rush Factory’s CEO Mika Metsämäki and PM Ruukki Oy’s CEO and Chairman of the Board Markku Kankaala will present the merger. SBIH’s CEO Hans Niemi will present SBIH’s business and strategy as well as SBIH’s key figures. The presentation will be in Finnish.

 

For more information:

Mika Metsämäki, CEO Rush Factory Plc 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

 

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 in 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 in 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 through any channel 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”). Any investment activity related to this announcement is available only to and will be undertaken only with Relevant Persons. No person who is not a Relevant Person should act on or rely on the contents of this announcement.

The Company Prospectus is published on Sunborn International Plc's website at SBI Company Prospectus - In English 28.3.2025

This announcement contains “forward-looking statements” that are based on current plans, estimates, forecasts and expectations and are not guarantees of future performance. 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 such forward-looking statements. Neither Rush Factory, SBIH nor any of their affiliates, advisors or representatives, nor any other party undertakes any obligation to review, confirm or publish any revisions to any forward-looking statements to reflect events or circumstances after the date of this release.

Furthermore, 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.

Origo Partners Oy is acting solely as a financial advisor to SBIH and to no one else outside the United States in the matters referred to in this release. Origo Partners Oy is not liable to anyone other than SBIH under its client relationship and is not providing advice on the Arrangement or any matter referred to in this release.