François-Charles Oberthur declares the offer relating to Rolling Optics unconditional and publishes supplement to the offer document

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 or warrants be accepted from or on behalf of shareholders or warrant holders in, the United States, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of the Offer would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law. Other restrictions apply. Please see “Important notice” at the end of this press release.

Press release

31 January 2023

On 16 January 2023, François-Charles Oberthur SAS (“FCO” or the “Bidder”) announced a cash offer to the holders of ordinary shares (the “Shares”), preference shares (the “Preference Shares”), and warrants of series TO2 (the “Warrants”) of Rolling Optics Holding AB (publ) (“Rolling Optics”) to tender all their Shares to the Bidder at a price of SEK 0.75 per Share, all their Preference Shares at a price of SEK 2.97 per Preference Share and all their Warrants at a price of SEK 0.225 per Warrant. On 23 January 2023 FCO announced that the price in the offer was increased to SEK 1.0 per Share and SEK 0.3 per Warrant (the “Offer”). The board of directors of Rolling Optics recommends that Rolling Optics shareholders and warrant holders accept the Offer.

The Bidder holds 60,437,016 Shares, 5,627,742 Preference Shares and 6,484,559 Warrants in Rolling Optics, corresponding to approximately 32.3 percent of the total number of shares and 31.9 percent of the total number of votes in Rolling Optics.[1] Furthermore, Johan Stern, who is the Chairman of the board of Rolling Optics and who in total directly or indirectly controls 6,219,363 Shares (corresponding to approximately 3.0 percent of all shares and 3.3 percent of all votes in Rolling Optics) and 833,331 Warrants in Rolling Optics, has irrevocably undertaken to accept the Offer.

FCO waives the condition that the Offer shall be accepted to such an extent that FCO becomes the owner of Shares representing more than 50 percent of the total number of Shares and declares the Offer unconditional, which means that the Offer is adapted to the rules on mandatory offers.

The acceptance period in the Offer ends on 7 February 2023.

Offer document

The offer document relating to the Offer was published on 17 January 2023 (the “Offer Document”) and a supplement to the Offer Document was published on 24 January 2023. Today, 31 January 2023, FCO publishes an additional supplement to the Offer Document (the “Supplement”). The Supplement has been prepared due to Rolling Optics today, 31 January 2023, publishing its year-end report for the period 1 January – 31 December 2022.

The Supplement is together with the Offer Document available in Swedish and English at the Bidder’s website (www.fcoro.com). The Supplement shall be read in conjunction with the Offer Document and the supplement thereto which was published on 24 January 2023.         
 

Advisers

The Bidder has retained Erneholm Haskel AB as financial adviser and Advokatfirman Vinge as legal adviser.

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All information regarding the Offer is available on the following website: www.fcoro.com.

Further information

Emelie Brämming

Email: emelie.braemming@kekstcnc.com

Phone: +46 737 18 51 51

This press release was submitted for publication on 31 January 2023 at 18:00 CET.

Important notice

This is a translation of the original Swedish language press release. In the event of discrepancies, the original Swedish wording shall prevail.

The distribution of this press release and any related offer documentation in certain jurisdictions may be restricted or affected by the laws of such jurisdictions. Accordingly, copies of this communication are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any such jurisdiction. Therefore, persons who receive this communication (including, without limitation, nominees, trustees and custodians) and are subject to the laws of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the Bidder disclaims any responsibility or liability for the violations of any such restrictions by any person.

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 or warrants be accepted from or on behalf of shareholders or warrant holders in, the United States, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of the Offer would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law. Shareholders or warrant holders not resident in Sweden who wish to accept the Offer must make inquiries concerning applicable legislation and possible tax consequences.

The Offer and the information, and documentation made available through this press release have not been prepared by, and not approved by, an "authorized person" as referred to in Section 21 of the UK Financial Services and Markets Act 2000 ("FSMA"). Accordingly, the information and documents made available through this press release may not be distributed to, or forwarded to, the public in the UK. Dissemination of information and documents made available through this press release is exempt from the restrictions on financial marketing in Article 21 of the FSMA on the basis that it is a communication by or on behalf of a legal person relating to a transaction for the acquisition of the day-to-day control of the business of the legal entity, or to acquire 50 percent or more of the voting shares in a legal entity, in accordance with Article 62 of the FSMA (Financial Promotion Order 2005).

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of the Bidder and Rolling Optics. Any such forward-looking statements speak only as of the date on which they are made, and the Bidder has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.