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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
Introduction
On 26 November 2025, Quant AB (publ) (“Quant”) and Quibot Topco AB (publ) (“Quibot”) announced that the required consents had been received in the written procedures initiated on 5 November 2025 in respect of the Senior Secured Floating Rate Bonds 2025/2028 with ISIN SE0023314299 issued by Quant (the “Senior Secured Bonds”) and the Senior Secured Participating Debentures 2025/2040 with ISIN SE0023314307 issued by Quibot (the “Debentures”) respectively. Further, on 27 November 2025, Quibot and Quant jointly announced that the Recapitalisation Transaction also had been approved by the shareholders in Quibot at an extraordinary general meeting held on 27 November 2025. As previously announced, the Recapitalisation Transaction inter alia involves a transfer of all the existing shares in Quant to the Debentureholders in return of the Debentureholders surrendering their claims under the Debentures in full (the “Share Transfer”) and the issuance of new shares in Quant, directed primarily to the Debentureholders (the “Share Issue”). On 4 December 2025, Quibot and Quant announced that Quant had successfully obtained subscription notices for full subscription in the Share Issue, corresponding to aggregate gross proceeds of EUR 5 million. Then, on 11 December 2025, Quant and Quibot announced that the existing shares in Quant had been transferred to the Debentureholders that, in accordance with the notice of written procedure under the Debentures, made themselves known prior to 15:00 CET on 1 December 2025, and that the new shares in Quant issued to Debentureholders as part of the Share Issue had been allotted to such Debentureholders that participated in the Share Issue. Any shares in Quant that could not be transferred to Debentureholders in the Share Transfer, due to such Debentureholders not having made themselves known as set out in the notice of written procedure for the Debentures were as previously announced transferred to an affiliate of Stiftelsen Refectio, to be held on behalf of the Agent (as representative of such Debentureholders) for a period of 3 (three) months. During this three-month period, Debentureholders could make themselves known and submit the required documentation, including evidence of their holdings of Debentures as per 27 November 2025 (the “Holdings Records Date”) in order to receive shares in Quant. This three-month period expired on 11 March 2026.
Terms defined in the respective notice of written procedure shall have the same meaning when used in this press release, unless otherwise defined herein.
Expiry of three-month period, transfer of shares in Quant and redemption of unclaimed shares
As described above, the three-month period during which Debentureholders could make themselves known and submit the required documentation in order to receive shares in Quant has now expired. During this period, a total of 3,787 shares in Quant were duly claimed by Debentureholders. The Board of Directors of Quant has today allocated these shares to the relevant Debentureholders.
As previously announced, the shares in Quant are not, and are not contemplated to be, affiliated with Euroclear or another CSD and as such, the shares in Quant have been allocated to relevant Debentureholders by way of entering such Debentureholders into the share ledger of Quant.
Redemption of unclaimed shares and cancellation of the Debentures
The 23,916 shares in Quant that still remain unclaimed will be redeemed without any consideration, and Debentureholders who have not made themselves known will cease to have any rights to receive such shares. The redemption is expected to be resolved upon by the annual general meeting in Quant, as will be further proposed in the notice to the annual general meeting. Following registration of the redemption with the Swedish Companies Registration Office (Sw. Bolagsverket), the total number of shares and votes in Quant will amount to 228,884 and the share capital will remain unchanged at EUR 2,110,908.
As previously described in the press release from 5 November 2025, the Debentures have for technical reasons remained outstanding for the three-month period during which shares in Quant were held by Stiftelsen Refectio (through an affiliate) on behalf of the Agent (as representative of the Debentureholders). However, Debentureholders have no longer had any claims under the Debentures. In connection with the redemption of the 23,916 unclaimed shares in Quant described above, all Debentures will be redeemed and cancelled for zero consideration (other than such shares in Quant that have already been received by entitled Debentureholders).
Liquidation of Quibot
As previously announced, the final step in the Recapitalisation Transaction is expected to comprise a liquidation of Quibot, to be initiated following the redemption of Debentures described above. Quibot is capitalised only to the extent that its restricted capital plus costs for any liquidation process are covered. As such, the liquidation is not expected to entail any further proceeds to Quibot’s shareholders. On 2 March 2026, a notice to an extraordinary general meeting in Quibot was published, including the formal proposal on the liquidation. The liquidation is proposed to become effective as from 30 April 2026.
For further details on the approved Recapitalisation Transaction, the Share Transfer and the Share Issue, please refer to the notices of written procedure and the joint press release from 5 November 2025, all of which are available on the Quant’s and Quibot’s websites (https://www.quantservice.com/investors/ and https://www.quantservice.com/investor-relations-quibot/).
IMPORTANT INFORMATION
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Quibot TopCo AB (publ) or Quant AB (publ) in any jurisdiction where such offer or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.
Any offering of the securities referred to in this announcement within any Member State of the European Economic Area (“EEA”) or in the UK (each a “Relevant State”) will be made pursuant to an exemption under Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the “Prospectus Regulation”) from the requirement to publish a prospectus for the offer of transferable securities to the public. In any Relevant State, the offer of shares in the Company is only addressed to and directed at: (i) qualified investors in that Relevant State within the meaning of the Prospectus Regulation (“Qualified Investors”), or (ii) no more than 149 natural or legal persons (other than Qualified Investors) per Relevant State. In relation to each Relevant State, no offer of shares in the Company may be made to the public at any time other than pursuant to any of the above exemptions under the Prospectus Regulation. This announcement does not constitute a prospectus for the purposes of the Prospectus Regulation.
This document and the information contained herein are not for distribution in or into the United States. This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.
In the UK, this document is only being distributed to and is only directed at (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i) and (ii) above together being referred to as “relevant persons”). Any securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person must not act or rely on this document or any of its contents. Persons distributing this document must satisfy themselves that it is lawful to do so.