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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 have 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. Terms defined in the respective notices of written procedure shall have the same meaning when used in this press release, unless otherwise defined herein.
Quibot and Quant today announce that the Recapitalisation Transaction has now been approved by the shareholders in Quibot on an extraordinary general meeting held on 27 November 2027.
Quibot and Quant can thereby move on with the implementation of the Recapitalisation Transaction that includes, among other things, (i) a transfer of all shares in Quant held by Quibot to the Debentureholders, in exchange for a full surrender of the claims under the Debentures (the “Share Transfer”), (ii) the issuance of new shares in Quant, directed primarily to the Debentureholders, with targeted aggregate gross proceeds of up to EUR 5 million (the “Share Issue”), and (iii) certain amendments to the terms of the Senior Secured Bonds in order to reflect the legal and financial structure following the Recapitalisation Transaction and to afford Quant increased operational flexibility.
In addition to the above, the extraordinary general meeting in Quibot approved the appointment of Sami Pitkänen as CEO of Quant and the appointment of Elisa Erkkilä as new board member in Quant and further, ratified the appointment of Maja Stålåker as CFO of Quant. Elisa Erkkilä will formally be appointed as board member in Quant on an extraordinary general meeting in Quant scheduled for 1 December 2025.
Actions required from Debentureholders
Actions will now be required from Debentureholders. The record date for being eligible to participate in the Share Transfer and Share Issue is 27 November 2025 (“Holdings Record Date”). In order to receive and subscribe for shares in the Share Transfer and Share Issue, Debentureholders need to make themselves known and submit certain documentation, including the Identification Form and Share Issue Notification Form appended to the notice of written procedure for the Debentures, to Quant no later than 15:00 CET on 1 December 2025.
Share Transfer
The Share Transfer will occur by way of transferring all shares in Quant to those persons who were Debentureholders on the Holding Record Date. Each Debentureholder will be entitled to their pro rata share of the total share capital of Quant in relation to its holdings of Debentures as per the Holdings Record Date.
Any shares in Quant that cannot be transferred to Debentureholders due to such Debentureholders failing to make themselves known and providing the information referred to above will be transferred to Stiftelsen Refectio (or any of its affiliates) to be held on behalf of the Agent (as representative of such Debentureholders) for a period of 3 (three) months following completion of the Share Transfer (which is expected to take place on 9 December 2025). During this three-month period, Debentureholders may make themselves known and submit the required documentation in order to receive their shares. 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 such shares.
The documentation required from Debentureholders to make themselves known to Quant and to receive their shares are appended to the notice of written procedure for the Debentures and will be separately available on Quant’s website.
Share Issue
All Debentureholders who make themselves known to Quant as set out above and who evidence their holding of Debentures as per the Holdings Record Date will furthermore be invited to participate in a share issue in Quant on a pro rata basis in relation to Debentures held. The share issue is intended to comprise up to 189,600 newly issued ordinary shares in Quant, at a subscription price of EUR 26.37 per share. Through the share issue, Quant will receive aggregate gross proceeds of up to EUR 5 million. The net proceeds from the share issue will be used for strengthening of Quant’s liquidity buffer and general corporate purposes. Provided that all 189,600 shares are subscribed for, the share issue entails a dilution of approximately 75 percent of the number of shares and votes in Quant. In order to participate in the Share Issue, Debentureholders will need to submit a Share Issue Notification Form as further described above and in the notice of written procedure for the Debentures.
Shareholders’ Agreement
The shares in Quant will be subject to a shareholders’ agreement with customary provisions on inter alia the governance of Quant (including election of the board of directors and reserved matters for the board of directors and the general meeting of shareholders), transfers of shares (including tag along and drag along rights) and exit procedures. In order to participate in the Share Transfer and the Share Issue, Debentureholders must accede to the shareholders’ agreement by submitting an Accession Letter in the form appended to the written procedure for the Debentures.
Completion of the Recapitalisation Transaction
The Share Transfer and the Share Issue are expected to be completed on 9 December, on which date the amended terms of the Senior Secured Bonds will also enter into force.
The Debentures will remain outstanding for a three-month period
As previously described on the press release from 5 November 2025, the Debentures will for technical reasons have to remain outstanding for the three-month period during which shares are held by Stiftelsen Refectio (or, if applicable, its affiliate) on behalf of the Agent (as representative of the Debentureholders). However, Debentureholders will 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 measure 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 a general meeting will be published including the formal proposal on the liquidation during 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/).