Prenumeration
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933) OR IN OR INTO ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.
Quant AB (publ) (the “Company”) invites holders of its existing bonds (the “Bondholders”) with ISIN SE0010663260 and an aggregate nominal outstanding amount of EUR 92,000,000 (the “Bonds”) to participate in an issue of senior secured bonds (the “Offer”) as part of a wider recapitalisation transaction.
Background
Today, 14 November 2024, the Company announces its intention to issue senior secured bonds in a total aggregate
nominal amount of EUR 12.5 million with a tenor of four years (the “Senior Secured Bonds”). The proceeds from the
Senior Secured Bonds will be used, inter alia, to refinance the Company’s existing super senior revolving credit
facility, to provide cash collateral for the Company’s contemplated new revolving credit facility, and for general
corporate purposes.
The Offer is part of a wider recapitalisation transaction (the “Recapitalisation Transaction”) as further described in
a separate press release issued by the Company today. For more information regarding the Recapitalisation
Transaction, Bondholders are referred to that press release and the references and links contained therein.
Offer
The Company hereby invites Bondholders to subscribe for Senior Secured Bonds. Subscription to participate in the
Offer shall be made in accordance with the instructions set out below.
To subscribe to participate in the Offer, the following actions must be taken:
(i) complete and sign a subscription form (signed by an authorised signatory of the beneficial holder of the
Bonds or any person (entity or individual) with authority to manage and act in relation to the holding of
such beneficial holder) in the form set out in the offer memorandum dated 14 November 2024 (the “Offer
Memorandum”) which is available on the Company’s website (the “Subscription Form”); and
(ii) submit, or request that your nominee submits, the signed Subscription Form and evidence of beneficial
holding to Nordic Issuing AB in accordance with the instructions set out in the Subscription Form so that it
is received no later than 17.00 CET on 19 November 2024.
More detailed instructions on how to subscribe to participate in the Offer are set out in the Offer Memorandum
and the Subscription Form. The Subscription Form will constitute an irrevocable and binding commitment to
participate in the Offer on the terms set out therein.
The right to subscribe for Senior Secured Bonds shall vest in the holders of the Bonds pro rata to their holding of
Bonds as per 18 November 2024 (the “Pre-Emption Rights”) whereby each EUR 10,000 of Bonds held by a
Bondholder shall entitle such Bondholder to subscribe for EUR 1,311 of Senior Secured Bonds (rounded down to the
nearest whole Senior Secured Bond), provided that the full Pre-Emption Rights of such subscribing holder must be
exercised. Subscription Forms may only be submitted to exchange the full pro rata allocation of Senior Secured
Bonds. Any subscription for less or more than a Bondholders full pro rata allocation of the Offer will be disregarded.
In order to ensure an orderly settlement of the Recapitalisation Transaction, the Issuer has arranged an underwriting
arrangement for the full amount of the Offer to ensure that the full amount is subscribed.
In the event that not all of the Senior Secured Bonds in the Offer are subscribed for pursuant to the Pre-Emption
Rights, allocation of the remaining nominal amount of Senior Secured Bonds not subscribed for will be made to
those parties underwriting the issuance in accordance with the terms of the underwriting arrangements.
As set out in further detail in the Offer Memorandum, the Senior Secured Bonds subscribed for in cash will be issued
at a discount of 8.00 per cent. in relation to their nominal value and carry cash interest at a floating interest rate of
EURIBOR plus 5.50 per cent. Furthermore, for each Senior Secured Bond issued to and paid by a Bondholder, the
Bondholder will as part of a subsequent issue of Senior Secured Bonds benefit from receiving one additional Senior
Secured Bond (and an equal reduction will be made with respect to such Bondholder’s holding of Holdco Bonds (as
defined and as further described in the Offer Memorandum)) meaning that a total aggregate nominal amount of
Senior Secured Bonds of EUR 25,000,000 will be issued.
Process
Subscription to participate in the Offer can be made during the period 15 November 2024 to 19 November 2024
(17:00 CET), unless extended, re-opened, withdrawn or terminated at the sole discretion of the Company.
Settlement of the Offer is expected to occur on or around 6 December 2024.
The issuance of the Senior Secured Bonds will be subject to certain conditions including (among other things) the
Company obtaining requisite Bondholders’ consent in the ongoing written procedure in relation to the Bonds, which
is further described in the Offer Memorandum.
For further details on the Offer and the Recapitalisation Transaction, please refer to the Offer Memorandum and the
separate notice of written procedure in relation to the Bonds, both of which are available on the Company’s website.
Advisers
The Company has, in connection with the Offer, appointed Deloitte as its financial advisors and White & Case as its
legal advisors.