CVC and Waldakt, acting through Ronneby UK Limited, announce a recommended cash offer of SEK 23.50 per share to the shareholders of Resurs Holding AB (publ) that cannot be increased

This announcement is not an offer, whether directly or indirectly, in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law. Shareholders not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled "Important information" at the end of this announcement and in the offer document which will be published shortly before the beginning of the acceptance period for the Offer. Shareholders in the United States should also refer to the section titled "Special notice to shareholders in the United States" at the end of this announcement.

Press release

17 June 2024

CVC[1] and Waldakt[2] (together, the "Consortium"), acting through Ronneby UK Limited[3] (the "Bidder"), hereby announce a recommended public offer to the shareholders of Resurs Holding AB (publ) ("Resurs" or the "Company") to tender all shares in Resurs to the Bidder at a price of SEK 23.50 in cash per share (the "Offer"). The price in the Offer cannot be increased by the Bidder. The shares in Resurs are listed on Nasdaq Stockholm, Mid Cap.

Summary

• The shareholders of Resurs are offered SEK 23.50 in cash per share in Resurs.
• The Bidder will not increase the Offer price of SEK 23.50. By this statement the Bidder cannot, pursuant to the Takeover Rules, increase the price in the Offer.
• The board of directors of Resurs unanimously recommends that Resurs' shareholders accept the Offer. The recommendation is supported by a fairness opinion provided by Lenner & Partners. The chairman of the board of directors of Resurs, Martin Bengtsson, who is also a board member and managing director at Waldakt, has not participated in, and will not participate in, Resurs' handling of or decisions regarding the Offer.
• CVC and Waldakt have undertaken to co-operate on an exclusive basis in making the Offer. Accordingly, Waldakt has undertaken to not accept any other offers or participate in any competing offer consortium, irrespective of price.
• The Offer values Resurs, based on all outstanding 200,000,000 shares in Resurs, at approximately SEK 4,700 million.
• As of the date of this announcement, Waldakt owns and controls 57,885,556 shares and votes in Resurs, corresponding to approximately 28.94 percent of the outstanding shares and votes in Resurs.
• Catea Kapital AB, holding in aggregate approximately 2.0 percent of the outstanding shares and votes in Resurs, and thus being the third largest individual shareholder of Resurs, has irrevocably undertaken to accept the Offer, irrespective of whether or not a higher competing offer is announced. This undertaking together with the shares in Resurs owned by Waldakt, correspond in aggregate to approximately 30.94 percent of the outstanding shares and votes in Resurs.
• Erik Selin, being the second largest individual shareholder of Resurs, holding in aggregate approximately 3.33 percent of the outstanding shares and votes in Resurs, has expressed his support for the Offer, which he believes is attractive for the shareholders in Resurs.
• The Bidder has thus, through irrevocable undertakings and statements by shareholders of Resurs to accept the Offer, secured acceptances and received support from shareholders of Resurs representing in total 10,655,000 shares in Resurs, which corresponds to approximately 5.33 percent of the outstanding shares and votes in Resurs. Together with the shares of Resurs already held by Waldakt, this amounts to 68,540,556 shares in Resurs, corresponding to approximately 34.27 percent of the outstanding shares and votes in Resurs.
• The price offered for the shares in Resurs represents a premium of:
  • 38.2 percent compared to the closing share price of SEK 17.0 on 17 June 2024 (the last day of trading prior to this announcement of the Offer);
  • 57.3 percent compared to the volume-weighted average trading price of SEK 14.9 during the period of 90 trading days up to and including 14 June 2024; and
  • 39.2 percent compared to the volume-weighted average trading price of SEK 16.9 during the period of 180 trading days up to and including 14 June 2024.
• An offer document regarding the Offer is expected to be made public on or around 1 August 2024. The acceptance period in the Offer is expected to commence on or around 2 August 2024 and end on or around 30 August 2024.
• Completion of the Offer is conditional upon the Offer being accepted to such extent that the Bidder becomes the owner of shares representing more than 90 percent of the total number of outstanding shares in Resurs (on a fully diluted basis) as well as conditions 2 – 7 set out below under "Conditions for completion of the Offer" in this announcement.

Gustaf Martin-Löf, Partner, and Martin Iacoponi, Managing Director, CVC, comment:

"We have followed Resurs’ development for many years as a leading consumer finance provider in the attractive Nordic market, and have built conviction around the value creation potential of the company under private ownership. We have developed a compelling vision to grow and develop the company and our goal is to support the management team updating their long-term strategic plan which we anticipate will require significant investment over a multi-year period. CVC Funds are longstanding investors in the Nordics and experienced, prudent owners of regulated financial services companies, and we believe we can help accelerate the journey to deliver this strategy whilst continuing to maintain high levels of consumer service and strong and stable capitalisation."

Martin Bengtsson, member of the board and managing director of Waldakt, comments:

"The foundation of what today is Resurs was founded in 1977 by my father Bengt Bengtsson. We have ever since been a long-term and committed owner and we will keep our current ownership after the Offer. At present, we firmly believe that Resurs will be better suited in a private environment in order to speed up the transformation journey and we believe that CVC is the perfect partner for Resurs and Waldakt to team up with."

Background and reasons for the Offer

Resurs is a leading consumer finance bank in the Nordics, offering payment solutions and consumer loans in Sweden, Norway, Denmark, and Finland. Since its founding in 1977, the Company has developed a strong local brand, differentiated position as an embedded trusted partner in the Nordic retailer ecosystem and strong value proposition to over six million customers.

The Consortium recognizes that Resurs has a unique position as one of the only players of scale with a diversified pan-Nordic platform across multiple product offerings and distribution channels, and true omni-channel product capabilities across both in-store and online sales journeys combined with its strong long-term underwriting track record. The Consortium also recognizes Resurs' strong approach to ESG and responsible lending, and whole-heartedly supports the measures taken to achieve an outstanding track record and well-deserved reputation in this area.

However, in recent years the markets in which Resurs operates have experienced a number of challenges, including tougher macroeconomics conditions from higher interest rates and inflation, increasing regulation, disruption to distribution channels and increasing competition including from fintech entrants. This has negatively impacted Resurs' performance and outlook, and requires a strategic repositioning.

Resurs’ new management team has identified new strategic priorities for the business and are in the process of updating its long-term strategic plan for the business. Although this process has not yet been completed, it is anticipated to involve a repositioning of the business to focus on Retail Finance, loans and payment solutions for corporations and to optimize its exposure to the Consumer Loans segment as set out in recent company presentations, all whilst maintaining the Company’s high commitment to consumer protection and strong risk management, as well as its strong levels of capitalisation and liquidity.

To support this new strategic direction, the Company will need to deliver a wide transformation of its existing business, an upgrade of its IT systems landscape and development of new products including loans and payment solutions for corporations. This transformation is expected to be a multi-year project requiring significant investment.

Considering what lies ahead, the Consortium strongly believes that the Company’s long term strategic, competitive and financial success is much better secured under a period of private ownership, providing the management team with greater strategic flexibility and capacity to invest long term, backed by shareholder partners that know the sector and the Company well and have significant resources available. Finally, the Consortium believes the Company has a high quality and experienced management team with a clear strategic vision and capabilities to deliver on the significant transformation plan.

To that end, CVC, a leading global private markets manager, has partnered with Waldakt in placing this Offer. Together, CVC and Waldakt are able to support Resurs to deliver their growth and development ambitions. In particular CVC Funds have a longstanding track record of investing in the Nordics and in regulated financial services companies across Europe, and bring a strong network, financial strength, and significant experience of supporting its portfolio companies to create long-term sustainable value. This complements the continuity of Waldakt’s long history with Resurs and established position on the Nordic retail market, providing a strong platform for Resurs to achieve its full potential. On that basis, Waldakt will not accept any other offers or participate in any competing offer consortium, irrespective of the price in any such offer.

Except as set out above, the Bidder's plans for the future business and general strategy of Resurs do not currently include any material changes with regard to Resurs' operational sites or its management and employees, including their terms of employment. In addition, there are no employees in the Bidder, implying that the Offer will not entail any changes for the management and employees in the Bidder or the Bidder's operational sites.

The Offer

Consideration

The shareholders of Resurs are offered SEK 23.50 in cash per share in Resurs. The Bidder will not increase the price in the Offer. By this statement the Bidder cannot, pursuant to Nasdaq Stockholm’s rules regarding takeover bids on the stock market (the “Takeover Rules”), increase the price in the Offer. SEK 23.50 per share is thus the highest price that will be offered by the Bidder in the Offer.

Should Resurs, prior to the settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the Offer will be adjusted accordingly. In the event of the foregoing, the Bidder reserves the right to determine whether this price adjustment mechanism or condition 7 to completion of the Offer (see "Conditions for completion of the Offer" below) shall be invoked.

No commission will be charged by the Bidder in respect of the settlement of the Resurs shares tendered to the Bidder under the Offer.

Warrants in Resurs

Certain members of the management and key employees of the Company, hold warrants in Resurs, issued as part of a long-term incentive program. Such financial instruments are excluded from the Offer. The Bidder will, however, ensure that holders of such warrants receive a reasonable treatment in connection with the Offer.

Premiums

The price per share in the Offer represents a premium of:[4]

• 38.2 percent compared to the closing share price of SEK 17.0 on 17 June 2024 (the last day of trading prior to this announcement of the Offer);
• 57.3 percent compared to the volume-weighted average trading price of SEK 14.9 during the period of 90 trading days up to and including 14 June 2024, and
• 39.2 percent compared to the volume-weighted average trading price of SEK 16.9 during the period of 180 trading days up to and including 14 June 2024.

Total value of the Offer

The Offer values Resurs, based on all outstanding 200,000,000 shares in Resurs, at approximately SEK 4,700 million. The total value of the Offer, based on the 142,114,444 outstanding shares in Resurs not directly or indirectly owned or controlled by any member of the Consortium or any of their closely related parties or closely related companies, amounts to approximately SEK 3,340 million.

Recommendation from the board of directors of Resurs and fairness opinion

The board of directors of Resurs has assessed the Offer and has unanimously resolved to recommend that the shareholders of Resurs accept the Offer. The board of directors of Resurs has further informed the Bidder that it has obtained a fairness opinion from Lenner & Partners Corporate Finance AB (“Lenner & Partners”), according to which the Offer is fair to Resurs' shareholders from a financial perspective.

The chairman of the board of directors of Resurs, Martin Bengtsson has not participated in, and will not participate in, Resurs' handling of or decisions regarding the Offer as he is deemed to have a conflict of interest pursuant to Rule II.18 of the Takeover Rules (see "Certain closely related party matters" below).

The Bidder's and the Consortium's shareholding in Resurs

As of the date of this announcement, Waldakt holds and controls 57,885,556 shares and votes in Resurs, which corresponds to 28.94 percent of the shares and votes in Resurs. All shares of Resurs held by Waldakt will be contributed to the Bidder upon completion of the Offer. As of the date of the announcement of the Offer, neither CVC Funds nor the Bidder owns any shares in Resurs.

Except as set out above, neither the Bidder or any members of the Consortium or their closely related companies nor closely related parties own or control any shares in Resurs, nor any financial instruments that give financial exposure equivalent to holding shares in Resurs, at the time of this announcement. Neither the Bidder, or any members of the Consortium nor their closely related companies or closely related parties, have acquired or agreed to acquire any shares, or any other financial instruments in Resurs that give financial exposure equivalent to holding shares in Resurs, at a price that is higher than the price per share in the Offer, during the six months preceding the announcement of the Offer.

To the extent permissible under applicable law or regulations, the Bidder and the members of the Consortium may acquire, or take measures to acquire, shares in Resurs in other ways than through the Offer. Information about such acquisitions of shares, or measures to acquire shares, will be disclosed in accordance with applicable laws and regulations.

Undertakings and statements from shareholders in Resurs

Catea Kapital AB, being the third largest individual shareholder of Resurs, has undertaken to tender all its 4,000,000 shares of Resurs in the Offer, corresponding to approximately 2.0 percent of the outstanding shares and votes in Resurs, irrespective of whether or not a higher competing offer is announced. The irrevocable undertaking is terminated if the Offer is withdrawn or lapses (for whatever reason).

This undertaking together with the shares in Resurs owned by Waldakt, corresponds in aggregate to approximately 30.94 percent of the outstanding shares and votes in Resurs.

In addition, Erik Selin, being the second largest individual shareholder of Resurs, holding in aggregate approximately 3.33 percent of the outstanding shares and votes in Resurs, has expressed his support for the Offer, which he believes is attractive for the shareholders in Resurs.

The Bidder has thus, through irrevocable undertakings and statements by shareholders of Resurs to accept the Offer, secured acceptances and received support from shareholders of Resurs representing in total 10,655,000 shares and votes in Resurs, which corresponds to approximately 5.33 percent of the outstanding shares and votes in Resurs. Together with the shares of Resurs already held by Waldakt, this amounts to 68,540,556 shares in Resurs, corresponding to approximately 34.27 percent of the outstanding shares and votes in Resurs.

Conditions for completion of the Offer

Completion of the Offer is conditional upon:

1. the Offer being accepted to such extent that the Bidder becomes the owner of shares representing more than 90 percent of the total number of outstanding shares in Resurs (on a fully diluted basis);
2. no other party announcing an offer to acquire shares in Resurs on terms that are more favorable to the shareholders of Resurs than the Offer;
3. with respect to the Offer and completion of the acquisition of Resurs, receipt of all necessary regulatory, governmental, or similar clearances, approvals, decisions, and other actions from authorities or similar, including from competition authorities and the Swedish Financial Supervisory Authority, in each case on terms which, in the Bidder's opinion, are acceptable;
4. neither the Offer nor the acquisition of Resurs being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance;
5. no circumstances having occurred which could have a material adverse effect or could reasonably be expected to have a material adverse effect on Resurs' financial position, business, or operation, including Resurs' sales, results, liquidity, equity ratio, equity, or assets;
6. no information made public by Resurs, or otherwise made available to the Bidder by Resurs, being inaccurate, incomplete, or misleading, and Resurs having made public all information which should have been made public; and
7. Resurs not taking any action that is likely to impair the prerequisites for making or completing the Offer.

The Bidder reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions are not satisfied or cannot be satisfied. However, with regard to conditions 2 – 7 above, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to the Bidder's acquisition of Resurs or if otherwise approved by the Swedish Securities Council (Sw. Aktiemarknadsnämnden).

The Bidder reserves the right to waive, in its sole discretion, and in whole or in part, one, several, or all of the conditions 1 – 7 set out above, including, with respect to condition 1 above, to complete the Offer at a lower level of acceptance, in each case without reinstating withdrawal rights, subject to applicable law.

Certain closely related party matters

Martin Bengtsson is a board member and managing director at Waldakt and the chairman of the board of Resurs. Consequently, Martin Bengtsson is deemed to have a conflict of interest pursuant to Rule II.18 of the Takeover Rules. Martin Bengtsson has therefore not participated in, and will not participate in, Resurs' handling of, or decisions regarding, the Offer.

Martin Bengtsson’s position within Waldakt also means that Section III of the Takeover Rules is applicable to the Offer, entailing that the acceptance period will be at least four weeks and that Resurs is obliged to obtain and announce a fairness opinion regarding the Offer from an independent expert. The board of directors of Resurs has already obtained a fairness opinion from Lenner & Partners, according to which the Offer is fair to Resurs' shareholders from a financial perspective (see "Recommendation from the board of directors of Resurs and fairness opinion" above).

Information about the Bidder, CVC, and Waldakt

The Bidder is an English private limited company with company number 15750820, having its registered office in London and address at c/o Tmf Group 13th Floor, One Angel Court, London, United Kingdom, EC2R 7HJ. As of the date of this announcement, the Bidder is indirectly wholly-owned by CVC Funds, and will, upon completion of the Offer, become indirectly co-owned by the Consortium. The Bidder was incorporated on 30 May 2024. The Bidder has never conducted, and currently does not conduct, any business. Its sole business purpose is to make the Offer.

CVC is a leading global private markets manager with a network of 29 office locations throughout EMEA, the Americas, and Asia, with approximately €193 billion of assets under management. CVC has seven complementary strategies across private equity, secondaries, credit and infrastructure, for which CVC funds have secured commitments of approximately €235 billion from some of the world's leading pension funds and other institutional investors. Funds managed or advised by CVC’s private equity strategy are invested in approximately 130 companies worldwide, which have combined annual sales of over €155 billion and employ more than 600,000 people. For further information about CVC and CVC Funds, please visit www.cvc.com.

Waldakt Aktiebolag is a wholly-owned subsidiary of SIBA Invest AB, which is an investment company owned by the Bengtsson family. SIBA Invest AB manages strategic investments in Resurs, Solid Försäkring and Komplett Group, and also carries out a more traditional asset management of investments in equity and debt instruments in various listed and privately held companies. For further information about Waldakt and SIBA Invest AB, please visit www.sibainvest.se.

CVC and Waldakt have undertaken to co-operate on an exclusive basis in making the Offer to the shareholders of Resurs. Waldakt will not accept any other offers or participate in any competing offer consortium, irrespective of the price in any such offer.

Financing of the Offer

The consideration payable in respect of the Offer is fully secured by funds available to the Bidder by way of an equity commitment letter issued by CVC Funds.

The above-mentioned financing provides the Bidder with sufficient cash resources to satisfy in full the consideration payable in respect of the Offer and, accordingly, the completion of the Offer is not subject to any financing condition.

Review of information in connection with the Offer

The Consoritum has been permitted by the board of directors of Resurs to carry out a confirmatory due diligence review of Resurs in connection with the preparation of the Offer. In connection with such due diligence review, the Consortium has received certain preliminary unaudited financial statements on a consolidated level for the period April-May 2024 and the latest management forecast for Q2 2024 profit after financial items, which will be made public by Resurs on 17 June 2024. The board of directors of Resurs have informed the Consortium that, with the exception of the aforementioned preliminary financial information and management forecast, no inside information has been disclosed to the Bidder during the due diligence process.

Approvals from authorities

The completion of the Offer is conditional upon, inter alia, receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions, and other actions from authorities or similar, including from competition authorities and the Swedish Financial Supervisory Authority, in each case on terms which, in the Bidder's opinion, are acceptable.

According to the Bidder's assessment, the Offer will require approvals from the EU Commission, the Swedish Financial Supervisory Authority, and customary clearances or confirmations that clearances are not required under applicable foreign direct investment legislation. The Bidder has initiated the work on filings relevant for the Offer. The Bidder expects relevant clearances to be obtained prior to the end of the acceptance period.

Statement from the Securities Council

The Swedish Securities Council has, in its statement AMN 2024:42, confirmed that Waldakt should be considered a so-called de facto offeror for the purpose of II.10 of the Takeover Rules, and that the Offer therefore is in compliance with II.10 of the Takeover Rules. In addition, the Swedish Securities Council has confirmed that the rules on acquisitions prior, during, and after the Offer period as set out in II.13–II.15 of the Takeover Rules, do not apply to Waldakt's contribution of shares of Resurs to the Bidder upon completion of the Offer. The complete statement (in Swedish) will be published on www.aktiemarknadsnamnden.se.

Preliminary timetable[5]

The Bidder reserves the right to shorten the acceptance period and set an earlier settlement date as well as to extend the acceptance period and postpone the settlement date to the extent permissible under applicable laws and regulations. Any such change of the acceptance period or settlement date will be announced by the Bidder by means of a press release in accordance with applicable laws and regulations.

Compulsory redemption proceedings and delisting

If the Bidder, in connection with the Offer or otherwise, acquires shares representing more than 90 percent of the total number of outstanding shares in Resurs, the Bidder intends to commence compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Resurs and to promote delisting of Resurs' shares from Nasdaq Stockholm.

Applicable law and disputes

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

The Takeover Rules and the Swedish Securities Council's statements and rulings regarding interpretation and application of the Takeover Rules are applicable to the Offer. The Bidder has, in accordance with the Swedish Act on Public Takeovers on the Stock Market (Sw. lagen (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden), on 17 June 2024 contractually undertaken to Nasdaq Stockholm AB ("Nasdaq") to fully comply with such rules and statements and to be subject to any sanctions that may be imposed by Nasdaq in event of breach of the Takeover Rules.

Advisors

The Bidder and the Consortium have retained Carnegie Investment Bank AB ("Carnegie") as financial advisor and the Bidder has retained Roschier Advokatbyrå AB as legal advisor in connection with the Offer. CVC has thereto retained Roschier Advokatbyrå as legal advisor and Waldakt has retained Gernandt & Danielsson Advokatbyrå KB as legal advisor in connection with the Offer.

Ronneby UK Limited

The board of directors

Information about the Offer

Information about the Offer is made available at www.leading-specialty-finance.com.

For additional information, please contact:

For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.

The information in this press release was submitted for publication by the Bidder in accordance with the Takeover Rules on 17 June 2024 at 22.30 (CEST).

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 Offer is not being made, directly or indirectly, in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa must not forward this press release or any other document received in connection with 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 UK Financial Services and Markets Act 2000 (the "FSMA"). The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA under article 62 (sale of a body corporate) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, 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.

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and 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 Resurs. 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.

Carnegie is acting for the Bidder and no one else in connection with the Offer and will not be responsible to anyone other than the Bidder for providing the protections afforded to clients of Carnegie, or for giving advice in connection with the Offer or any matter referred to herein.

Special notice to shareholders in the United States

The Offer described in this press release is made for the issued and outstanding shares of Resurs, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which are different from those of the United States. The shares of Resurs are not listed on a U.S. securities exchange. Resurs is not subject to periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act") and is not required to file any reports with the U.S. Securities and Exchange Commission (the “SEC”). The Offer is made in the United States pursuant to Section 14(3) of the U.S. Exchange Act and Regulation 14E thereunder, subject to exemptions provided by Rule 14d-1(c) under the U.S. Exchange Act for a Tier 1 tender offer (“Tier I Exemption”), and otherwise in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including as regards to the time when payment of the consideration is rendered) and waivers of conditions, which are different from legal requirements or customary practices in relation to U.S. domestic tender offers. The offeror’s ability to waive the conditions to the Offer (both during and after the end of the acceptance period) and the shareholders’ ability to withdraw their acceptances, are not the same under a tender offer governed by Swedish law as under a tender offer governed by U.S. law. Holders of the shares in Resurs domiciled in the United States (the "U.S. Holders") are encouraged to consult with their own advisors regarding the Offer.

Resurs' financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders of Resurs to whom an offer is made. Any information documents, including the offer document, are being disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to Resurs' other shareholders.

The Offer, which is subject to Swedish law, is being made to the U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder, in particular the Tier I Exemption. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person. The U.S. Holders should consider that the price for the Offer is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate.

It may be difficult for Resurs' shareholders to enforce their rights and any claims they may have arising under the U.S. federal or U.S state securities laws in connection with the Offer, since Resurs and the Bidder are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. Resurs' shareholders may not be able to sue Resurs or the Bidder or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Resurs or the Bidder and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

To the extent permissible under applicable law and regulations, the Bidder and its affiliates or its brokers and its brokers' affiliates (acting as agents for the Bidder or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Resurs outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to the Bidder may also engage in ordinary course trading activities in securities of Resurs, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.

The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither the Bidder nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.

NEITHER THE SEC NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.