François-Charles Oberthur increases the price in the offer relating to Rolling Optics and receives board recommendation

The Revised 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

23 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 (the “Offer”). The Shares and the Warrants are admitted to trading on Nasdaq First North Growth Market. FCO has now decided to increase the price in the Offer to SEK 1.0 per Share and SEK 0.3 per Warrant (the “Revised Offer”). The price per Preference Share is not increased. The board of directors of Rolling Optics recommends all shareholders and holders of Warrants in Rolling Optics to accept the Revised Offer.

The Revised Offer in brief

• The Bidder increases the price in the Offer from SEK 0.75 per Share to SEK 1.0 per Share and from SEK 0.225 per Warrant to SEK 0.3 per Warrant. The price per Preference Share is not increased.
• The total value of the Revised Offer amounts to approximately SEK 237 million.
• Rolling Optics’ board of directors recommends all shareholders and holders of Warrants in Rolling Optics to accept the Revised Offer.
• The price in the Revised Offer of SEK 1.0 per Share represents a premium of approximately:

• • 285 percent compared to the closing price of SEK 0.260 for Rolling Optics’ Share on Nasdaq First North Growth Market on 13 January 2023, which was the last trading day prior to the announcement of the Offer;

• • 262 percent compared to the volume-weighted average share price of Rolling Optics’ Share on Nasdaq First North Growth Market during the last 30 trading days prior to the announcement of the Offer; and

• • 266 percent compared to the volume-weighted average share price of Rolling Optics’ Share on Nasdaq First North Growth Market during the last 90 trading days prior to the announcement of the Offer.

Comment from Thomas Savare, CEO of François-Charles Oberthur SAS:

As previously stated, we are impressed with Rolling Optics and its technology, and wish to have the opportunity to contribute to its progress, providing financial resources and industry expertise, as a shareholder-to-be. We have carefully considered the situation and the feedback received on our original offer and have now decided to increase the price in the offer. FCO’s revised offer is recommended by the board of directors of Rolling Optics, clearly confirming its attractiveness.

Comment from Otto Drakenberg, CEO and director of Rolling Optics:

The Board of Rolling Optics has conducted a comprehensive analysis to ensure that we are acting in the best interest of the Company and the Shareholders. Our conclusion is that the revised offer from FCO is fair, thus we recommend the shareholders to accept the revised offer of SEK 1. With FCO as owner, Rolling Optics will have even better opportunities to develop its business plan and reach a commercial breakthrough for its unique products within visual authentication.

The Revised Offer

The increased price and the value of the Revised Offer

The Bidder has decided to increase the price in the Offer from SEK 0.75 per Share to SEK 1.0 per Share and from SEK 0.225 per Warrant to SEK 0.3 per Warrant. The price per Preference Share is not increased. The total value of the Revised Offer amounts to approximately SEK 237 million.[1] Holders who have already tendered their Shares or Warrants in Rolling Optics will automatically benefit from the increased price in the Revised Offer without taking any further action.

Premium

The price in the Revised Offer of SEK 1.0 per Share[2] represents a premium of approximately:

• • 285 percent compared to the closing price of SEK 0.260 for Rolling Optics’ Share on Nasdaq First North Growth Market on 13 January 2023, which was the last trading day prior to the announcement of the Offer;

• • 262 percent compared to the volume-weighted average share price of Rolling Optics’ Share on Nasdaq First North Growth Market during the last 30 trading days prior to the announcement of the Offer; and

• • 266 percent compared to the volume-weighted average share price of Rolling Optics’ Share on Nasdaq First North Growth Market during the last 90 trading days prior to the announcement of the Offer.

Conditions to the Offer

Save for the increased price in the Revised Offer, the terms of the Offer remain unchanged, including the conditions for completion and provisions of the Offer set out by the Bidder. Accordingly, the Bidder reserves the right to withdraw the Offer in the event that it is clear that the conditions for completion of the Offer are not satisfied or cannot be satisfied. The Bidder furthermore reserves the right to complete the Offer at a lower level of acceptance.

Supplement to offer document

On 17 January 2023, the Bidder published the offer document for the Offer. The Bidder will prepare a supplement to the offer document due to the increased price in the Revised Offer and the statement regarding the Revised Offer from the board of directors of Rolling Optics that will be published today. The supplement to the offer document will be published by the Bidder as soon as possible.

The Bidder’s shareholding in Rolling Optics

As of the date of this press release, the Bidder holds 44,539,254 Shares, 5,627,742 Preference Shares and 6,484,559 Warrants in Rolling Optics, corresponding to approximately 25 percent of the total number of shares and 24 percent of the total number of votes in Rolling Optics. At the time of announcement of the Offer, the Bidder did not own any shares or Warrants in Rolling Optics. The Bidder has, after announcement of the Offer, acquired 44,539,254 Shares, 5,627,742 Preference Shares and 6,484,559 Warrants in Rolling Optics at prices that do not exceed the price in the Revised Offer.

Other than what is stated above, neither the Bidder nor any closely related party to the Bidder owns any shares in Rolling Optics or any other financial instruments that give financial exposure to Rolling Optics shares.

In the event that the Bidder, whether in connection with the Revised Offer or otherwise, becomes the owner of shares representing more than 90 percent of the shares in Rolling Optics, the Bidder intends to commence a compulsory acquisition procedure under the Swedish Companies Act to acquire all remaining shares and warrants in Rolling Optics. In connection therewith, the Bidder intends to promote a delisting of the Company’s Shares and Warrants from Nasdaq First North Growth Market.

Recommendation by the Board of Directors of Rolling Optics

The board of directors of Rolling Optics has recommended that Rolling Optics’ shareholders and holders of Warrants accept the Revised Offer. See separate press release from the board of directors of Rolling Optics published today.

The board of directors of Rolling Optics is further announcing that Rolling Optics’ report for the fourth quarter of 2022 will be accelerated and is intended to be published on or around 31 January 2023.

Timetable

The timetable in the Offer is not affected by the Revised Offer. The acceptance period in the Revised Offer ends on 7 February 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 Revised 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 23 January 2023 at 09.00 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 Revised 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 Revised Offer, the distribution of this press release or the acceptance of the Revised 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 Revised Offer must make inquiries concerning applicable legislation and possible tax consequences.

The Revised 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 Revised 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.