Bifogade filer
Prenumeration
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA, SWITZERLAND OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE IN ACCORDANCE WITH APPLICABLE LAW.
Introduction
Quant AB (publ) (the “Company”) today announces that the Company has initiated a written procedure (the
“Written Procedure”) for its outstanding senior secured floating rate bonds 2018/2025 with ISIN SE0010663260
(the “Bonds”) and its intention to exchange the Bonds for new financial instruments and issue new senior secured
bonds as part of a wider recapitalisation process.
For further details on the Proposal, the Exchange and the Recapitalisation Transaction (each as defined below),
please refer to the notice of written procedure (the “Notice”) which is available on the Company’s website.
The Proposal
Reference is made to the press release published by the Company on the date hereof pursuant to which the
Company announced that it had entered into a lock-up agreement (the “Lock-up Agreement”) with its owners and
holders of the Bonds representing more than 70 per cent. of the aggregate outstanding amount under the Bonds
totalling EUR 92,000,000 (the “Ad Hoc Committee”), in respect of a recapitalisation transaction (as further described
in the Notice) (the “Recapitalisation Transaction”).
Pursuant to the terms of the Lock-up Agreement and to implement the Recapitalisation Transaction, the Company
has agreed with its owners, the Ad Hoc Committee, and certain other creditors of the Company on, amongst other
things, exchanging the Bonds for new bonds to be issued by the immediate holding company of the Company with
maturity in March 2029 and payment in kind interest (the “HoldCo Bonds”), the issuance of new senior secured
bonds to be issued by the Company with maturity in December 2028 and gross cash proceeds of EUR 11,500,000 to
be used to refinance the Company’s existing super senior revolving credit facility and provide for cash collateral as
security for a new revolving credit facility, as well transferring the shares of the Company to the holders of the Bonds
and certain related transactions (the “Proposal”). The implementation and effectiveness of the Proposal is subject
to certain conditions including (among other things) the Company obtaining requisite Bondholders’ consents in the
written procedure, a successful issuance of Senior Secured Bonds, the Extension, the Share Transfer, obtaining
regulatory approvals (if required), tax considerations and certain other customary and agreed conditions.
As part of the Proposal, the Company requests that the Bondholders give their consent to exchange the Bonds for
the HoldCo Bonds and to be allocated the shares of the Company as part of the Recapitalisation Transaction
(together, the “Exchange”). The Company further requests that the Bondholders appoint the Ad Hoc Committee to
act on behalf of the Bondholders in the matters described in the Notice, and furthermore requests that the Ad Hoc
Committee is authorised to instruct the Agent to enter into all documentation required to effect the Proposal and
the Exchange.
Voting and Deadline
The Company has instructed Nordic Trustee & Agency AB (publ) (acting as agent on behalf of the Bondholders) (the
“Agent”) to send the Notice including voting instructions to the direct registered owners and registered authorised
nominees of the Bonds in the Company’s debt ledgers held with Euroclear Sweden AB. The voting record date is
18 November 2024 and the deadline for receipt of valid voting instructions is 15.00 CET on 5 December 2024.
Bondholders representing at least fifty (50) per cent. of the Adjusted Nominal Amount must participate in the
Written Procedure (by way of casting votes) in order to form quorum in the Written Procedure. If the required
quorum is not reached, the Agent shall, if requested by the Company, initiate second Written Procedures for which
no quorum requirements will apply. A vote cast in a Written Procedure shall, unless amended or withdrawn,
constitute a vote also in a second Written Procedure (if any).
The Proposal set out in the Notice will become effective only if at least sixty-six and two thirds (66 2/3) per cent. of
the Adjusted Nominal Amount for which Bondholders reply in the Written Procedure vote in favour of the Proposal.
DISCLAIMER: This announcement must be read in conjunction with the Notice. The Notice contains important
information which should be read carefully before any decision is made with respect to the Written Procedure. If
any Bondholder is in any doubt about any aspect of the consent solicitation and/or the action it should take, it is
recommended to seek its own financial advice immediately from its broker, bank manager, solicitor, accountant or
other financial adviser and such other professional advice from its own professional advisers as it deems necessary.
None of the Company, the Agent, Nordic Issuing AB (the “Issuing Agent”) or any of their respective directors, officers,
employees, agents, representatives or affiliates make any representations or recommendations whatsoever
regarding the Notice, or any document prepared in connection with it, the Proposal, or the Written Procedure.
The distribution of the Notice in certain jurisdictions may be restricted by law. Persons into whose possession the
Notice comes are required by the Company, the Agent and the Issuing Agent to confirm themselves about and to
observe, any such restrictions.