Quibot Topco AB (publ) and Quant AB (publ) successfully obtain subscription notices for full subscription of new shares in Quant AB (publ) corresponding to gross proceeds of EUR 5 million
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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 had also been approved by the shareholders in Quibot on an extraordinary general meeting held on 27 November 2025. Terms defined in the respective notice 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 issuance of new shares in Quant, directed primarily to the Debentureholders (the “Share Issue”), has successfully obtained subscription notices for full subscription, corresponding to aggregate gross proceeds of EUR 5 million.
Share Issue
All Debentureholders who made themselves known to Quant before 15:00 CET on 1 December 2025 and who evidenced their holding of Debentures as per the Holdings Record Date were invited to participate in the Share Issue on a pro rata basis in relation to Debentures held. The Share Issue will comprise 189,600 newly issued ordinary shares in Quant, at a subscription price of EUR 26.37 per share. As described above, Quant has obtained subscription notices for a full subscription of the Share Issue, by virtue of certain Debentureholders having participated on a pro rata basis in relation to Debentures held, by virtue of certain Debentureholders having requested to subscribe for more than their respective pro rata portion and finally, by virtue of certain external investors having committed to subscribe for residual shares.
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. The Share Issue entails a dilution of approximately 75 percent of the number of shares and votes in Quant.
Share Transfer
As previously announced, the transfer of all existing shares in Quant held by Quibot to the Debentureholders, in exchange for a full surrender of the claims under the Debentures (the “Share Transfer”), will occur by way of transferring all existing shares in Quant to those persons who were Debentureholders on the Holdings Record Date. Each Debentureholder will be entitled to their pro rata share of the total share capital of Quant prior to the Share Issue 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 having failed to make themselves known before 15:00 CET on 1 December 2025 as set out in the notice of written procedure for the Debentures will now 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 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.
Completion of the Recapitalisation Transaction
The Share Transfer and the Share Issue are expected to be completed on 9 December 2025, 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 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/).