François-Charles Oberthur publishes supplement to the offer document relating to, and announces current holdings in, Rolling Optics

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

24 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”). On 23 January 2023 FCO announced that the Offer was increased to SEK 1.0 per Share and SEK 0.3 per Warrant (the “Revised Offer”). The price per Preference Share was not increased.

The offer document relating to the Offer was published on 17 January 2023 (the “Offer Document”). Today, 24 January 2023, FCO publishes a supplement to the Offer Document (the “Supplement”). The Supplement has been prepared due to the publication of FCO’s press release on 23 January 2023 regarding the increased price in the Revised Offer and Rolling Optics’ press release the same day with the statement about the Revised Offer from the board of directors of Rolling Optics, according to which all shareholders and holders of Warrants are recommended to accept the Revised Offer.

The Bidder’s holdings in Rolling Optics

The Bidder holds 58,404,519 Shares, 5,627,742 Preference Shares and 6,484,559 Warrants in Rolling Optics, corresponding to approximately 31.3 percent of the total number of shares and 30.8 percent of the total number of votes in Rolling Optics.[1]

Johan Stern, who is the Chairman of the board of Rolling Optics and who in total directly or indirectly controls 6,219,366 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, is, as a result of Rolling Optics being in a so-called closed period until the publication of Rolling Optics’ interim report for the fourth quarter of 2022, under applicable rules on market abuse prevented from undertaking to accept the Revised Offer. However, Johan Stern has informed FCO that he, in his capacity as shareholder in Rolling Optics, is positive to the Revised Offer and that he will accept the Revised Offer immediately following Rolling Optics has published the interim report, which is scheduled to take place on 31 January 2023.

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.
 

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 24 January 2023 at 19:30 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.