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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
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.
Terms defined in the respective notice of written procedure shall have the same meaning when used in this press release, unless otherwise defined herein.
Completion of Share Transfer and Share Issue
Quibot and Quant today announce that the existing shares in Quant have 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. Further, the new shares in Quant issued to Debentureholders as part of the Share Issue have been allotted to such Debentureholders that participated in the Share Issue. In addition to the new shares allotted to Debentureholders, Quant has received binding commitments from external investors to subscribe for the residual shares.
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 allotted to relevant Debentureholders by way of entering such Debentureholders into the share ledger of Quant.
Transfer of shares in Quant to affiliate of Stiftelsen Refectio
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 have now been 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 may 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. Any shares that remain unclaimed after the three-month period will be redeemed without any consideration, and Debentureholders who have not made themselves known by that time will cease to have any rights to receive such shares.
The documentation required from Debentureholders to make themselves known to Quant and to receive shares are appended to the notice of written procedure for the Debentures and will separately be made available on Quant’s website.
Amendments to Terms & Conditions and other Finance Documents in respect of Senior Secured Bonds
Quant further announce that the amendments to the Terms & Conditions and other Finance Documents in respect of the Senior Secured Bonds, approved as part of the Recapitalisation Transaction in the written procedures, have entered into force as of today.
The Debentures will remain outstanding for a three-month period
As previously described in the press release from 5 November 2025, the Debentures will for technical reasons remain outstanding for the three-month period during which shares in Quant are held by Stiftelsen Refectio (or, if applicable, its affiliate) on behalf of the Agent (as representative of the Debentureholders). However, Debentureholders no longer have any claims under the Debentures. Following the expiry of the three-month period, 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 expiry of the three-month period and redemption of Debentures described above. Following the Share Transfer, Quibot is expected to be capitalised only to the extent that its restricted capital plus costs for any liquidation process are covered. As such, a liquidation is not expected to entail any further proceeds to Quibot’s shareholders. It is expected that a separate notice to an extraordinary general meeting will be published including the formal proposal on the liquidation during the first quarter of 2026. Prior to the general meeting resolving upon a liquidation, any holders of the warrants issued by Quibot on 28 January 2025 will be entitled to subscribe for shares in Quibot by way of utilising the warrants, in accordance with the warrant terms and conditions.
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.