Kriptown SAS announces a recommended public cash offer to the shareholders of Spotlight Group AB

Kriptown SAS, a company incorporated under the laws of France (the “Offeror” or “Kriptown”) hereby announces a recommended public cash offer to the shareholders of Spotlight Group AB (“Spotlight Group” or the “Company”), to tender all their shares in Spotlight Group to the Offeror (the “Offer”).

Summary of the Offer

•         The Offeror offers SEK 33.00 in cash for each share in Spotlight Group (the “Offer Price”).

•         The Offer Price represents a premium of:

–        94 per cent compared to the closing price of SEK 17.00 on Spotlight Stock Market on 16 June 2026, being the last trading day prior to the announcement of the Offer;

–        102 per cent compared to the volume-weighted average price of SEK 16.36 on Spotlight Stock Market during the last 30 trading days ended on and including 16 June 2026; and

–        104 per cent compared to the volume-weighted average price of SEK 16.16 on Spotlight Stock Market during the last 90 trading days ended on and including 16 June 2026.

•         The total value of the Offer amounts to approximately SEK 199 million, based on 6,040,006 shares outstanding in Spotlight Group.

•         The acceptance period for the Offer is expected to commence on or around 25 June 2026 and expire on or around 14 October 2026.

•         The independent bid committee of Spotlight Group unanimously recommends that the shareholders of Spotlight Group accept the Offer. The recommendation is supported by a fairness opinion from Astelia Advisory.

•         The Offeror currently does not hold any shares in Spotlight Group.

•         The Offer is conditional upon, among other things, being accepted to such extent that the Offeror becomes the holder of shares representing more than 90 per cent of the total number of outstanding shares in Spotlight Group.

•         Swedia HighP AB, Westindia Aktiebolag, Calyptra AB, Peter Gönczi, Günther Mårder and Mikael Renck have undertaken to accept the Offer. Together, these shareholders represent approximately 69 per cent of the outstanding shares and votes in Spotlight Group.[1]

•         No bonus arrangements or similar have been offered to employees of Spotlight Group in connection with the Offer.

•         Spotlight Group has not entered into any bid-related arrangements (Sw. budrelaterade arrangemang) with the Offeror.

•         The Offer is subject to the Takeover Rules for Trading Platforms issued by the Swedish Self-Regulation Committee (Sw. Aktiemarknadens självregleringskommitté), and the rulings of the Swedish Securities Council (Sw. Aktiemarknadsnämnden) regarding the interpretation and application of the Takeover Rules for Trading Platforms.

Mark Kepeneghian, Chief Executive Officer at Kriptown, comments:

“Europe needs market infrastructure that is both modern and sovereign. Spotlight has stood at the heart of the Swedish capital market, a long-standing example of what a European market for growth companies can be, with deep experience, real expertise and a loyal base of issuers, and with a pioneering franchise in exchange-traded products. By combining that with Kriptown's ambition and technology for European capital markets, we are building a European operator able to meet the financing and listing needs of small and mid-sized companies. We are committed to the continuity and the development of Spotlight's business and its team, and we see this combination as an important step towards stronger, more integrated European capital markets that channel savings towards the real economy.”

Peter Gönczi, Chief Executive Officer at Spotlight, comments:

“I view the bid from Kriptown very positively, as they will not only become a stable owner but also an exciting partner for Spotlight. Our businesses complement each other well without overlapping, and we share an ambition to drive innovation and development in the capital market. Together, we can make it even easier and more cost-effective to list companies and other assets, while also creating further opportunities for increased trading.”

Background and reasons for the Offer

Rationale for the Offer

Spotlight is one of the most established marketplaces for small and mid-sized issuers in the Nordic region, with deep sector experience, a loyal issuer base, an advisor-driven origination network and a pioneering franchise in exchange-traded products. Through the Offer, Kriptown intends to combine Spotlight's expertise with its technology to create a European operator able to serve the financing and listing needs of growth companies at greater scale.

Strategic fit

The two businesses are complementary. Spotlight contributes an established Nordic issuer franchise, a recognised expertise in serving smaller companies, an advisor-driven origination network and an experienced team across listings, market operations, surveillance and issuer services. Kriptown is a technology company building market infrastructure designed to operate the next wave of capital markets in an efficient, secure and regulated manner.

Value creation potential of the combination

Kriptown sees the combination as value-creating primarily through technological synergies, but also through growth; the scale of the enlarged platform, a broader issuer and product offering, the complementarity of the two commercial and origination networks, and the opportunity to serve issuers and investors across a wider European footprint. Kriptown intends to support the continued growth and development of Spotlight's business, its franchise and its team.

Operations, market position and growth prospects

Kriptown holds Spotlight's business, its management and its teams in high regard. Spotlight has built, over more than a decade, a respected position at the heart of the Nordic market for growth companies, underpinned by a strong franchise in both equity listings and exchange-traded products and by a robust regulatory and market-surveillance culture. Kriptown’s intention is one of continuity and development, supporting the growth of the business in its core segments alongside the existing team.

The Offer

Consideration

The Offeror offers SEK 33.00 in cash for each share in Spotlight Group.

No commission will be charged in connection with the settlement of the shares tendered in the Offer held in custody accounts with Swedish nominees.

If Spotlight Group distributes any dividend or other value to shareholders before settlement of the Offer, the Offer Price will be reduced on a SEK-for-SEK basis by a corresponding amount per share.

Total value of the Offer and Premium

The Offer values Spotlight Group, based on all outstanding 6,040,006 shares in Spotlight Group, at approximately SEK 199 million. The Offer Price represents a premium of:

•         approximately 94 per cent compared to the closing price of SEK 17.00 for Spotlight Group’s share on Spotlight Stock Market on 16 June 2026, which was the last trading day prior to the announcement of the Offer;

•         approximately 102 per cent compared to the volume-weighted average price of SEK 16.36 for Spotlight Group’s share on Spotlight Stock Market during the last 30 trading days up to and including 16 June 2026; and

•         approximately 104 per cent compared to the volume-weighted average price of SEK 16.16 for Spotlight Group’s share on Spotlight Stock Market during the last 90 trading days up to and including 16 June 2026.

Recommendation from the independent bid committee of Spotlight Group and fairness opinion

The independent bid committee of Spotlight Group has assessed the Offer and informed the Offeror that it has resolved to recommend that the shareholders of Spotlight Group accept the Offer. The independent bid committee has further informed the Offeror that it has obtained a fairness opinion from Astelia Advisory, according to which the Offer is fair to Spotlight Group’s shareholders from a financial point of view.

Swedia HighP AB, a closely related party to Spotlight Group’s board member Fredrik Persson, as well as Spotlight Group’s CEO, Peter Gönczi, have entered into undertakings to accept the Offer. Consequently, Fredrik Persson and Peter Gönczi are deemed to have conflicts of interest pursuant to Rule II.18 of the Takeover Rules for Trading Platforms and have therefore not participated in the handling of any matter related to the Offer. 

Undertakings to accept the Offer

Kriptown has received undertakings to accept the Offer from the following shareholders of Spotlight Group (the “Undertakings”): 

●        Swedia HighP AB, with a total holding of 2,091,836 shares, corresponding to approximately 35 per cent of the outstanding shares and votes in Spotlight Group; 

●        Westindia Aktiebolag, with a total holding of 799,666 shares, corresponding to approximately 13 per cent of the outstanding shares and votes in Spotlight Group;

●        Calyptra AB, with a total holding of 621,048 shares, corresponding to approximately 10 per cent of the outstanding shares and votes in Spotlight Group;

●        Peter Gönczi, with a total holding of 259,456 shares, corresponding to approximately 4 per cent of the outstanding shares and votes in Spotlight Group;

●        Günther Mårder, with a total holding of 192,476 shares, corresponding to approximately 3 per cent of the outstanding shares and votes in Spotlight Group; and

●        Mikael Renck, with a total holding of 177,005 shares, corresponding to approximately 3 per cent of the outstanding shares and votes in Spotlight Group.[2]

In aggregate 4,141,487 shares in Spotlight Group are subject to the Undertakings, representing approximately 69 per cent of the outstanding shares and votes in Spotlight Group.

The Undertakings remain in force even if a higher competing offer for the shares in Spotlight Group is announced.

The Undertakings shall terminate automatically and be of no further force or effect on the date falling 17 weeks from the date of announcement of the Offer, or such later date which may be the necessary acceptance period end date in order to obtain the necessary regulatory approvals for the Offer, provided that the Offeror has not completed an acquisition of the shares or the Offer has not been declared unconditional or withdrawn by such date.

Conditions to completion of the Offer

The completion of the Offer is conditional upon:

(i)                 the Offer being accepted to such extent that the Offeror becomes the owner of shares representing more than 90 per cent of all outstanding shares in Spotlight Group (on a fully diluted basis);

(ii)               no other party announcing an offer to acquire shares in Spotlight Group on terms more favourable to the shareholders of Spotlight Group than the Offer;

(iii)            receipt of all necessary regulatory approvals, including resolutions on ownership and owner management assessments by the Swedish Financial Supervisory Authority, in each case on terms acceptable to the Offeror;

(iv)             neither the Offer nor the acquisition of Spotlight Group being rendered wholly or partially impossible or significantly impeded as a result of legislation, regulation, any decision of a court or public authority, or any similar circumstance;

(v)               no circumstances having occurred that have, or could reasonably be expected to have, a material adverse effect on Spotlight Group’s financial position, business, or operations;

(vi)             no information published or provided by Spotlight Group being inaccurate, incomplete or misleading, and Spotlight Group having disclosed all information required to be disclosed; and

(vii)           Spotlight Group not taking any action likely to impair the prerequisites for making or completing the Offer.

The Offeror reserves the right to withdraw the Offer in the event that it becomes clear that any of the above conditions is not satisfied or cannot be satisfied. However, with regard to conditions (ii)–(vii), the Offer may only be withdrawn where the non-fulfilment of such condition is of material importance to the Offeror’s acquisition of shares in Spotlight Group or if otherwise approved by the Swedish Securities Council.

The Offeror reserves the right to waive, in whole or in part, one or more of the conditions set out above, including, with respect to condition (i) above, to complete the Offer at a lower level of acceptance.

The Offeror’s shareholding in Spotlight Group

As of the date of this announcement, neither the Offeror nor any closely related party holds any shares or other financial instruments in Spotlight Group that give a financial exposure to Spotlight Group’s shares.

Financing of the Offer

The Offer is not subject to any financing conditions. The cash consideration payable in respect of the Offer is financed in full by funds available to the Offeror by way of equity commitment letters issued by its shareholders, BNP Paribas S.A., Caceis S.A. and Centilux S.C.

Due diligence

The Offeror has carried out a confirmatory due diligence review of Spotlight Group in connection with the preparations of the Offer. The Offeror has not received any inside information in connection with its due diligence review.

The Offeror’s intentions regarding Spotlight Group

Operations and strategy

The Offeror’s intention is to continue the Company’s operations as conducted today. Over time, the Offeror will consider deploying its technologies to enhance the Company’s capacity, productivity and product offering, and explore further business synergies for the benefit of both the Company and the Offeror.

Employees and management

The Offeror attaches great importance to Spotlight Group’s employees and management and does not currently anticipate that the Offer will result in any material adverse changes with respect to Spotlight Group’s employees and management, including their terms of employment. On the contrary, the Offeror places high value in the current organization and is looking forward to future cooperation with the current employees.

Operating locations

The Offeror does not intend to make any changes with respect to the location of the Company’s operations and places of business.

Approvals from authorities

The completion of the Offer is conditional upon, inter alia, receipt of all necessary regulatory or similar clearances, approvals, decisions and other actions from authorities or similar, in each case on terms which, in the Offeror’s opinion, are acceptable. The Offeror has initiated the work on filings relevant for the Offer.

The Company’s subsidiaries Spotlight Stock Market AB and Nordic Issuing AB are both supervised by the Swedish Financial Supervisory Authority in their capacity as a MTF operator and securities company, respectively. As a result, the Swedish Financial Supervisory Authority’s approval of so-called ownership and owner management assessments in relation to both subsidiaries are required before the Offer can be completed.

According to Kriptown’s assessment, the transaction will not require any FDI or competition approvals.

Preliminary timetable

The Offeror reserves the right to extend the acceptance period for the Offer, as well as to postpone the settlement date. The Offeror will announce any extension of the acceptance period and/or postponement of the settlement date by way of a press release in accordance with applicable rules.

Kriptown has been granted an exemption from the Swedish Securities Council (Ruling 2026:26) permitting that the initial acceptance period for the Offer is 16 weeks, which may be further extended to a maximum of 24 weeks without Kriptown needing to apply for additional exemptions, if such extended acceptance period is necessitated by the Swedish Financial Supervisory Authority’s processing times. The board of directors of Spotlight Group has stated that it has no objections to the acceptance period.

Delisting and compulsory acquisition

If the conditions to the Offer are satisfied and the Offeror acquires shares representing more than 90 per cent of the total number of shares in Spotlight Group, the Offeror intends to request delisting of Spotlight Group’s shares from Spotlight Stock Market and to initiate compulsory acquisition proceedings in respect of the remaining shares in accordance with the Swedish Companies Act.

Applicable law and disputes

The Offer, as well as the agreements entered into between the Offeror and the shareholders of Spotlight Group as a result of the Offer, shall be governed by and construed in accordance with substantive Swedish law. Any dispute regarding the Offer, or which arises in connection therewith, shall be exclusively settled by Swedish courts, with the Stockholm District Court (Sw. Stockholms tingsrätt) as the court of first instance.

The Takeover Rules for Trading Platforms and the rulings of the Swedish Securities Council regarding the interpretation and application of the Takeover Rules for Trading Platforms apply to the Offer.

Advisors

Wigge & Partners Law KB is acting as legal adviser and 2CFinance is acting as financial adviser to the Offeror in connection with the Offer.

Information about the Offer

Further information about the Offer is available on www.kriptown.com/spotlightoffer

For further information, please contact:

Ines Beneyto, Head of Strategy

Telephone: +33 6 95 61 55 73 

E-mail: ines@lise.com

This information was submitted for publication, through the agency of the contact person set out above, at 07.30 CEST on 17 June 2026.

Information about Kriptown

Kriptown is a French technology company and the parent of Lise. It designs and builds the capital-markets and tokenisation infrastructure that allows financial instruments to be issued, traded and settled in natively tokenised form. Incorporated as a société par actions simplifiée and registered with the French trade and companies register under number 838 268 415, with its registered office in Paris, Kriptown counts among its institutional shareholders BNP Paribas, CACEIS (Crédit Agricole group) and Bpifrance. Together with Lise, the group employs around twenty people today.

Kriptown’s objective is to deploy its technology to make Europe’s market infrastructure more efficient, and to act as a consolidator of that infrastructure in order to build, at last, a real and fully functioning Capital Markets Union. It regards this as a matter of European sovereignty, one it intends to champion. Having designed, operated and brought to market the world’s first natively tokenised IPO on a fully regulated, integrated trading and settlement system, Kriptown is today the most advanced technology operator in the world in the tokenisation of financial instruments.

Lise SA, the Lightning Stock Exchange, is the regulated market infrastructure that Kriptown has built and operates. It is Europe’s first natively tokenised equity market infrastructure, authorised under the EU DLT Pilot Regime (Regulation (EU) 2022/858) to operate a DLT trading and settlement system that combines the functions of a multilateral trading facility and a central securities depository within a single distributed-ledger infrastructure. Lise received its DLT TSS authorisation in October 2025, making it the first French operator to be licensed and one of only three combined trading-and-settlement DLT systems authorised in Europe. It is supervised by the French Autorité des marchés financiers (AMF) and the Autorité de contrôle prudentiel et de résolution (ACPR).

Under this integrated model, issuance, trading and settlement all take place on one infrastructure. Settlement is instantaneous and made on a delivery-versus-payment basis, which removes the counterparty risk inherent in the T+2 cycle of traditional venues, and the market operates continuously rather than within fixed trading hours.

In April 2026, Lise completed the world’s first natively tokenised initial public offering of ST Group, a French aerospace composites company. Lise is now preparing a pipeline of further tokenised listings for 2027.

Tokenised equity is Lise’s core market. Around it, the company is developing three adjacent poles: debt instruments, funds, and exchange-traded products, and infrastructure services that make its proprietary tokenisation technology available to third parties, for both tangible assets (such as real estate and infrastructure) and intangible assets (such as patents and licences).

Information about Spotlight Group

Spotlight Group (ticker: SPGR) is the parent company of a group operating within the financial sector. The group's operating activities are conducted through the marketplace Spotlight Stock Market and the issuing agent Nordic Issuing. Approximately 200 companies and ETPs are listed for trading on Spotlight Stock Market. The marketplace utilises the Nasdaq INET Nordic trading system and applies CCP clearing, enabling increased international trading.

The shares of Spotlight Group are listed on Spotlight Stock Market under the ticker symbol SPGR. As of the date of this press release, the total number of shares outstanding in Spotlight Group amounts to 6,040,006. The ISIN code for the shares is SE0014704763.

Important information

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.

The release, publication or distribution of this press release in or into jurisdictions other than Sweden may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than Sweden should inform themselves about, and observe any applicable requirements. In particular, the ability of persons who are not resident in Sweden to accept the Offer may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the Offeror and the other companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

This press release has been prepared for the purpose of complying with Swedish law, the Takeover Rules and the Swedish Securities Council’s rulings regarding interpretation and application of the Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if this press release had been prepared in accordance with the laws of jurisdictions other than Sweden.

Unless otherwise determined by the Offeror or required by Swedish law, the Takeover Rules and the Swedish Securities Council’s rulings regarding interpretation and application of such rules, and permitted by applicable law and regulation, the Offer is not being made and will not be made available, directly or indirectly, in, into or from Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa or the United States or any other jurisdiction where to do so would violate the laws or regulations of such jurisdiction (the “Restricted Jurisdictions”). No person may accept the Offer by any means of communication (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) used in interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction or any other jurisdiction where doing so would constitute a violation of the laws of that jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. Accordingly, copies of this press release, the offer document and any other documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed, forwarded, distributed or sent in, into or from a Restricted Jurisdiction or any other jurisdiction where such acceptance would constitute a violation of applicable law or regulation. Banks, brokers, dealers, nominees, custodians, trustees and other persons receiving such documents must not mail, forward, distribute or send them in, into or from any Restricted Jurisdiction or to any person resident or located in any Restricted Jurisdiction. Failure to inform oneself of and comply with any applicable restrictions or rules may constitute a violation of securities laws in the Restricted Jurisdictions. The Offeror disclaims, to the extent permitted by applicable law, all liability for any person's violation of such provisions. If anyone seeks to accept the Offer as a result of having directly or indirectly violated these restrictions, the acceptance may be disregarded. No consideration under the Offer will be paid in or to any Restricted Jurisdiction.

Swedish substantive law is applicable to the Offer. Any dispute arising out of or in connection with the Offer shall be settled exclusively by Swedish courts, with the Stockholm District Court as the court of first instance.

The Offer and the information and documentation relating to the Offer have not been prepared by, and have not been approved by, an “authorised person” as referred to in section 21 of the UK Financial Services and Markets Act 2000 (”FSMA”). Accordingly, such information and documentation may not be distributed to, or forwarded to, the general public in the United Kingdom, unless an exemption applies. The communication of such information and documentation is exempt from the restriction on financial promotions under 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 day-to-day control of the affairs of a body corporate, or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other projections, as well as the benefits of the Offer, constitutes forward–looking statements. Such information may generally, but not always, be identified by the use of words such as “estimated”, “expected” or “believed”, or similar expressions. Forward-looking statements are by their nature associated with risk and uncertainty, as they depend on circumstances that may occur in the future. Actual results may differ materially from those stated or implied in the forward–looking information as a result of a number of factors, many of which are beyond Offeror's control. All such forward–looking statements apply only as of the date on which they were made and the Offeror assumes no obligation (and undertakes no such obligation) to update or revise them, whether as a result of new information, future events or other circumstances, except as required by applicable law and regulation.