Spir Group strengthens its real estate business by acquiring the remaining shares in Unbolt AS, the market-leading software provider for appraisers

26 Aug 2024 08:30 CEST

Oslo, 26 August 2024: Spir Group ASA (the "Company", OSE: SPIR) has today,
through its wholly owned subsidiary Ambita AS, entered into, and completed, an
agreement to acquire 56.85% of the remaining shares in Unbolt AS not already
owned by Ambita, making Unbolt AS a wholly owned subsidiary of the Group. The
purchase price for the shares values Unbolt AS to NOK 140 million.

“We are very pleased to acquire the market leading software and data provider
for appraisers, broadening our real estate value chain position. Unbolt has
built a very promising Nordic ecosystem around property condition data,
providing unique insights and analytics about the building stock. By taking
control of Unbolt, we are strengthening our position within real estate
transactions, complementing Spir Group’s property data offerings with unique
property condition and energy data. A software and data position within
appraisers is a natural extension to our core real estate business” says Per
Haakon Lomsdalen, CEO of Spir Group.

Unbolt provides software and analysis utilized by the majority of real
estate-appraisers across Norway. Unbolt currently brings approximately NOK 50
million of Software-as-a-Service ARR and ARR-like revenues with significant
growth potential. There are multiple areas of synergies between Unbolt and Spir
Group through bundling opportunities and common data platform.

“By accessing appraiser data, we are expanding our property dataset and
enhancing the information we receive from official registries. It has been
exciting to follow the development of Unbolt, and we look forward to welcoming
the Unbolt team to Spir Group to consolidate our position as the leading
provider of real estate software and data in Norway,” says Lomsdalen.

The purchase price has been settled through (i) a cash consideration of NOK 63.7
million to the sellers of the shares and (ii) by the issuance of a total of
1,961,367 consideration shares (the "Consideration Shares") to the founders of
Unbolt, who reinvested 80% of their part of the purchase price with shares in
the Company. The Consideration Shares, which were resolved issued by the
Company's board of directors earlier today based on the authorization granted to
it by the annual general meeting held on 31 May 2024, were issued at a
subscription price of 8.1184 NOK per share, which equals the volume weighted
average share price of the SPIR shares for the last 30 trading day immediately
prior to the agreement date. The Consideration Shares are subject to lock-up
undertakings, whereby 50% of the Consideration Shares are subject to a 6 months'
lock-up period and the remaining 50% portion of the Consideration Shares are
subject to a 12 months' lock-up period.

In connection with the transaction, Spir Group has increased its bullet loan
with NOK 80 million, from NOK 370 million to NOK 450 million, in order to (i)
finance the cash consideration of the purchase price and (ii) provide Spir Group
with available liquidity in order for it to continue its support of its
subsidiaries, including Unbolt AS. The loan's maturity date in April 2027
remains unchanged following the increase, however the Company’s covenant for
NIBD/EBITDA under the loan agreement, currently at 3.5x, is increased to 4.1x
with a gradual decline quarter by quarter to 3.25x in Q1 2026.

“The acquisition of the remaining shares in Unbolt AS demonstrates our
commitment to develop Spir Group into a strong real estate house. Unbolt has
attractive metrics that align with Spir Group's and we are satisfied to have the
financing in place to continue to grow the company,” says Cecilie Brænd Hekneby,
CFO of Spir Group.

For further queries, please contact:
Per Haakon Lomsdalen
Chief Executive Officer
Tel: +47 90 27 19 18
Email: per.lomsdalen@spirgroup.com

Cecilie Brænd Hekneby
Chief Financial Officer
Tel: +47 99 29 38 26
Email: cecilie.hekneby@spirgroup.com

About Spir Group
Spir Group is a Nordic software house delivering mission critical software and
data within two business areas; Real estate and Public Administration. In Real
estate, Spir Group helps to streamline complex real estate processes through
specialized niche software and data. In Public Administration, Spir Group is one
of Norway’s leading software providers, delivering solutions for case
management, archiving, quality management and internal control systems to the
public sector in Norway. The Group’s customers range from municipalities,
governmental agencies, real estate agents, banks, insurance companies,
appraisers, property developers, media companies, builders, property owners,
engineers, power companies, and building materials production companies. Our
mission is to help our customers streamline their operations and drive
digitization through software, data and artificial intelligence.

The information in this stock exchange announcement is considered to be inside
information pursuant to the EU Market Abuse Regulation and is published in
accordance with the disclosure requirements pursuant to section 5-12 of the
Norwegian Securities Trading Act. The stock exchange announcement was published
by Cecilie Brænd Hekneby, CFO Spir Group ASA, on 26 August 2024 at 08:30 hours
CEST on behalf of Spir Group ASA.

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