Fayes Investeringar 1 AB completes the recommended cash offer to the shareholders of Awardit AB (publ) and thereby becomes the owner of 61.5 per cent of the shares, and extends the acceptance period

The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of shareholders in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America (the “US”), or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law or otherwise contemplated in connection with the Offer. Shareholders should refer to the offer restrictions included in the section titled “Important information” at the end of this press release and in the Offer Document (as defined below).

On 25 March 2024, Polaris Private Equity[1], together with Niklas Lundqvist, the founder of Awardit, Samir Taha, the Chairman of the Board of Awardit and the larger shareholders Filip Engelbert and Jonas Nordlander (jointly referred to as the “Consortium”), through Fayes Investeringar 1 AB (“Fayes” or the “Offeror”) announced a recommended public cash offer to the shareholders in Awardit AB (publ) (“Awardit” or the “Company”) to tender all shares in Awardit not held by the Consortium, to Fayes at a price of SEK 132 in cash per share (the “Offer”). On 10 May 2024, Fayes announced that it had received irrevocable undertakings from key shareholders to accept the recommended public cash offer to the shareholders of Awardit. Fayes has now decided to waive the acceptance level condition and complete the Offer, and to extend the acceptance period for the Offer up to and including 10 June 2024 to give the remaining shareholders in Awardit time to accept the Offer.

The shares in Awardit tendered in the Offer at the end of the acceptance period which ended on 17 May 2024 amount to 549,118 shares in Awardit, corresponding to approximately 6.3 percent of the share capital and votes in Awardit.

Following the announcement of the Offer, Fayes has acquired 501,321 shares in Awardit, corresponding to approximately 5.8 percent of the share capital and votes in Awardit, at a price not exceeding the price in the Offer.

The shares in Awardit tendered in the Offer at the end of the acceptance period, together with the 4,779,339 shares in Awardit controlled by the Consortium^[2] amount to 5,328,457 shares in total, corresponding to approximately 61.5 percent of the share capital and votes in Awardit.

As set out in the Offer announcement press release and the offer document regarding the Offer which was made public on 25 March 2024 (the “Offer Document”), the completion of the Offer is conditional upon, inter alia, the Offer being accepted to such extent that Fayes becomes the owner of shares representing more than 90 percent of the total number of shares in Awardit (on a fully diluted basis). In the Offer, Fayes reserved the right to, in whole or in part, waive one, several or all conditions set out in the Offer announcement press release and the Offer Document, including, with respect to the acceptance level condition, to complete the Offer at a lower level of acceptance. Fayes has now decided to waive the acceptance level condition. Accordingly, and as all other conditions for completion of the Offer have been satisfied, the Offer is declared unconditional and Fayes will thus complete the acquisition of the shares tendered in the Offer.

On 16 May 2024, the AGM in Awardit approved a dividend of SEK 2.30 per share with an ex-date prior to settlement of the Offer, and the Offer price will therefore be reduced accordingly.

To provide the remaining shareholders in Awardit who have not tendered their shares in the Offer time to accept the Offer, the acceptance period will be extended up to and including 10 June 2024 at 15:00 (CEST). For those shareholders in Awardit who have accepted the Offer during the initial acceptance period, settlement for shares tendered in the Offer up to and including 17 May 2024 is expected to be initiated around 24 May 2024. For those shareholders who accept the Offer during the extended acceptance period, settlement for shares tendered in the Offer during the extended acceptance period is expected to be initiated around 14 June 2024. Fayes reserves the right to further extend the acceptance period for the Offer.

Simon Damkjær Wille, Partner, Polaris:

“We are very pleased to have the support of our employees, founders of subsidiaries, and previous  owners of acquired companies, as well as the independent bid committee of Awardit. We will now work towards that needed substantial and immediate investments in the platform will be made to rebuild organic growth, integrate acquired companies and ensure financial control. These investments require a long-term view and thus we believe they are in principle better suited to be implemented in a private setting. However, Polaris has been an owner in the listed company since the end of 2023, and we are confident in managing Awardit in both a public and private environment. We believe that the Consortium as a majority owner can implement changes necessary for the Company’s future regardless. We have therefore decided to complete the Offer and become the owner of 61.5 percent of the shares. To allow additional time for the remaining shareholders in Awardit to tender their shares, we have extended the acceptance period until 10 June 2024.”

Since the Offer is now unconditional, the shareholders who have accepted the Offer, or will accept the Offer, have no right to withdraw their acceptances.

If Fayes, whether in connection with the Offer or otherwise, acquires shares representing more than 90 percent of the total number of shares in Awardit, Fayes intends to commence compulsory redemption proceedings under the Swedish Companies Act (2005:551) (Sw. aktiebolagslagen (2005:551) to acquire all remaining shares in Awardit and promote a delisting of Awardit's shares from Nasdaq First North Growth Market.

On 25 March 2024, Fayes published the Offer Document for the Offer. In addition, on 24 April 2024, Fayes published a supplement to the Offer Document due to Awardit’s annual report for the financial year 2023, and on 7 May 2024, Fayes published a supplement to the Offer Document due to Awardit’s interim report for the period 1 January – 31 March 2024 (together, the “Supplements”). The Offer Document and the Supplements are available on the Offer website (www.loyalty-rewards-offer.com).

Advisors

Fayes, Polaris and the Consortium have retained Carnegie Investment Bank AB as financial advisor and Fayes has retained White & Case Advokat AB as legal advisor in connection with the Offer.

Fayes Investeringar 1 AB

The Board of Directors

The information in this press release has been published by Fayes Investeringar 1 AB in accordance with the Takeover rules for certain trading platforms issued by the Swedish Stock Market Self-Regulation Committee. The press release was submitted for publication on 21 May 2024 at 08:00 (CEST).

For enquiries, please contact:

Information about the Offer is available at: www.loyalty-rewards-offer.com/.

For administrative questions regarding the Offer, please contact your bank or nominee where you have your shares registered.

Important information

The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law and regulations or otherwise contemplated in connection with the Offer.

This press release and any other documentation related to the Offer are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by the Offeror. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.

The Offer is not being and will not be made, directly or indirectly, in or into, by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the US. This includes, but is not limited to facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic transmission. The Offer cannot be accepted, and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the US, or by persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the US. Accordingly, this press release or any other documentation related to the Offer are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the US, or to any Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or US persons, or any persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the US.

Any purported tender of shares in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the US, or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from or within Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the US will be invalid and will not be accepted. Each person who holds shares and participates in the Offer will certify to not being an Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or US person, not being located or participating in the Offer from Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the US and not acting on a non-discretionary basis for a principal that is an Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or US person, or that is located in or giving order to participate in the Offer from Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the US. The Offeror will not deliver any consideration relating to the Offer to Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the US.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the US. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the US must not forward this press release or any other document related to the Offer to such persons.

The Offer, the information and documents contained in this press release are not being made, and have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). The communication of the information and documents contained in this press release to persons in the United Kingdom is exempt from the restrictions on financial promotions in section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire shares in a body corporate and the object of the transaction may reasonably be regarded as being the acquisition of day to day control of the affairs of that body corporate within article 62 (Sale of body corporate) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.

Forward-looking information

Information in this press release relating to future events or circumstances, including information regarding future results, growth and other projections as well as benefits of the Offer, are forward-looking information. Such information may generally, but not always, be identified by the use of words such as “anticipates”, “expects”, “believes”, or similar expressions. By its nature, forward-looking information involves risk and uncertainty, because it relates to events which depend on circumstances that may occur in the future. Due to several factors, of which a number of them are outside the Offeror’s control, there are no guarantees to that actual results will not materially differ from the results expressed or implied by the forward-looking information. Any such forward-looking information only applies as per the date it was given and the Offeror do not have any obligation (and undertake no such obligation) to update or revise it, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations.

[1] “Polaris” refers to funds or vehicles advised by Polaris Management A/S and Fayes Investeringar 1 AB.