Fayes Investeringar 1 AB has received irrevocable undertakings from significant shareholders in Awardit AB (publ)

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).

Fayes Investeringar 1 (“Fayes” or the “Offeror”) has received irrevocable undertakings from key shareholders to accept the recommended public cash offer to the shareholders of Awardit AB (publ) (“Awardit” or the “Company”). The consortium's shareholding in Awardit, together with the irrevocable undertakings received, represent approximately 61 percent of all shares in Awardit.

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 announced a recommended public cash offer to the shareholders in Awardit to tender all shares in Awardit, which are not held by the Consortium, to Fayes, at a price of SEK 132 in cash per share (the “Offer”).

Fayes now announces that significant shareholders, including Stefan Thorberg through S Thorberg Inspiration Investment Ltd, former owner and current CEO of The Inspiration Company TIC AB (“TIC”), acquired by Awardit in 2021, Magellan Privatstiftung, the former owner of Connex, acquired by Awardit in 2023, Erik Grohman, the CEO of Awardit, and key employees of Awardit, including Anders Svanberg, Head of Sales and Ulrik Zielfelt, Head of Business Development, have irrevocably undertaken to accept the Offer, irrespective of whether a higher competing offer is announced or not. As of the date of this announcement, the Consortium's shareholding in Awardit, together with the shares covered by the aforementioned irrevocable undertakings, amount to 5,267,909 shares, corresponding to approximately 61 percent of all shares and votes in Awardit.

Since Awardit acquired TIC and Connex, the former owners and founders of the companies have remained as shareholders in Awardit, committed to supporting its growth journey. Stefan Thorberg is, in addition to being a significant shareholder, an employee of Awardit, which further showcases the commitment to Awardit and its success.

Simon Damkjær Wille, Partner, Polaris

“We have placed an attractive offer to the shareholders of Awardit unanimously supported by the independent bid committee. Since the announcement of our offer and following constructive discussions, we are very pleased to have reached a shared understanding with valuable shareholders on the full value of the company and the best way forward. As majority owner, we are grateful to have the support and commitment from employees, subsidiaries and owners of acquired companies to Awardit, which further validates the consortium’s belief that Awardit would benefit from a stable environment promoting a long-term strategic focus.”

Stefan Thorberg, Senior Sales Manager, Awardit

“As CEO and founder of TIC, I have always strived to ensure the company's success, a motivation that has continued also after TIC became part of Awardit in 2021. During our time as part of Awardit, both TIC and I have proudly contributed to Awardit's development. I am fully convinced that Polaris and the consortium in a private environment can provide the necessary resources and stability. I would, therefore, like to express my support for the bid and my shared belief in the consortium's assessment of a fair offer and the best solution for the company.”

Fayes Investeringar 1 AB

The Board of Directors

The press release was submitted for publication on 10 May 2024 at 08.30 (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.