29.5.2024 18:00:01 CEST | Magnora ASA | Inside information

On 29 May, a deal was signed to sell all shares in Helios Nordic Energy AB
(Helios) to the French industrial infrastructure company Vinci. The current
owners of Helios will receive an upfront payment of approximately NOK 850
million (EUR 73 million) and a substantial earnout component. Magnora holds 40%
of the company's shares prior to the transaction and will receive a
corresponding share of upfront payment and earnout payments.*

For five years after closing, the sellers will benefit from an earnout tied to
Helios's portfolio of unsold projects. The earnout agreement could be worth up
to NOK 3 billion if the entire portfolio subject to earnout is realized.**

For Magnora, this represents an excellent strategic solution, with the French
industrial infrastructure company Vinci becoming the sole owner of Helios, and
transforming Helios from a development company to an independent power producer.
In Magnora's view, this is the best outcome to secure maximum utilization and
deployment of Helios' portfolio. Magnora believes the sale will create more
value for current shareholders of Helios than a series of individual third-party
sales of projects and portfolios.

Vinci is one of the largest industrial infrastructure companies in the world. In
the year 2023, Vinci had EUR 69.6 billion in revenues, EUR 8.07 billion in EBIT,
EUR 5.1 billion in net income, and EUR 118.5 billion in total assets. Vinci is
listed on the Paris Stock Exchange and is part of the EuroStoxx 50 index.
Vinci's market capitalization as of 28 May 2024 is approximately EUR 65 billion.

As part of the agreement, Helios's current management will continue to manage
and run Helios with an attractive incentive model in addition to the earn-out
payments to owners.

Magnora will receive an estimated NOK 335 million at closing.*** In addition,
Magnora expects multiple payments through the earnout mechanism for five more
years. In line with Magnora's capital distribution program, launched in June
2023, such extraordinary income may result in extraordinary distributions to
shareholders. The upfront payment calls for a NOK 4 per share dividend to be
formalized by a board meeting on the first practical occasion following closing.
In addition, Magnora's plan is for earn-out payments to be subject to the same
policy. Further guiding on the distribution of earnout payments will be
announced in due course.

Closing of the transaction is subject to the buyer receiving FDI approval from
the Swedish FDI Authority. The expectation is that clearance can be received
soon.

"There is an obvious rationale in transferring Helios to an ambitious and
resourceful owner - Vinci is one of the largest and most successful industrial
infrastructure companies in the world that aims to build and operate a large
solar pv portfolio in the Nordics over the coming years," says Erik Sneve, CEO
of Magnora ASA.

"The deal is mutually beneficial. Vinci is buying one of the most mature
landbanks in Sweden. Helios gets a secure taker of projects that allows the
company's great team of developers to continue with what they do best with
considerably less market risk and improved predictability. Magnora gets an early
payout from the successes Helios has achieved and a more secure source of
earnings for years to come," concludes Mr. Sneve.

Nicolas Notebaert, CEO of VINCI Concessions, said: "I am pleased to welcome
Helios and its team within VINCI Concessions, experts in providing energy
renewable sources thanks to solar and energy storage business in Nordic
countries."

 Magnora made its first and second investment in Helios AB in January and
September of 2021 and this initial investment has already been recovered through
multiple dividends from Helios.



About Vinci

VINCI is a world leader in concessions, energy and construction with assets that
include French toll roads, tunnels, bridges and airports globally such as
Gatwick Airport and New Kansai. VINCI is active in more than 120 countries with
ambitions to grow a green energy portfolio. The company employs 280,000 people
including some 2,500 in Sweden. The company is listed on the Paris Stock
Exchange and is included in Eurostoxx 50. Vinci owns and operates the following
businesses in Sweden today: Actemium, Axians, Emil Lundgren, Eitech, Inac,
Omexom and Sunmind.



* BASED ON AN EXCHANGE RATE OF EUR/NOK OF 11.57 - THE ACTUAL EXCHANGE RATE WILL
BE SET THREE BUSINESS DAYS PRIOR TO COMPLETION. FULLY DILUTED, MAGNORA'S SHARE
IS CALCULATED TO BE 38.9 PERCENT AFTER THE EXERCISING OF EMPLOYEE OPTIONS.

** EARNOUT IS SUBJECT TO HELIOS MEETING CERTAIN PRE-DEFINED MATURITY CRITERIA
AND FID, WHILE EXTERNAL SALES ARE DEPENDENT ON MARKET PRICES. ADJUSTMENTS FOR
ALREADY SOLD PROJECTS CAN ADD TO, OR SUBTRACT FROM, THE EARNOUT. NOTE: THESE
FORWARD-LOOKING STATEMENTS ARE SUBJECT TO THE FULL SET OF DISCLAIMERS LISTED IN
MAGNORA'S QUARTERLY REPORTS AND ANNUAL REPORTS.

*** THE FIGURE IS A PRELIMINARY CALCULATION BEFORE TRANSACTION COSTS AND BEFORE
EXCHANGE RATES AND INTEREST PAYMENTS ARE FINALLY DETERMINED.





DISCLOSURE REGULATION

This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.

CONTACTS

 * Erik Sneve, CEO, email: es at magnoraasa.com 

ABOUT MAGNORA ASA

Magnora ASA (OSE: MGN) has a legacy royalty business that is re-invested in
renewable energy development projects and companies. Magnora's portfolio of
renewable companies consists of Helios Nordic Energy AB, Kustvind AB, Magnora
Offshore Wind AS, Magnora Solar PV UK, Hafslund Magnora Sol AS, Magnora South
Africa, and AGV. The company is listed on the main list on Oslo Stock Exchange
under the ticker MGN. 

ATTACHMENTS

Download announcement as PDF.pdf -
https://kommunikasjon.ntb.no/ir-files/17847805/3152/4582/Download%20announcement
%20as%20PDF.pdf