Background

On 30 January 2025, Quant announced that it had completed the restructuring transaction which was initiated following a press release published on 14 November 2024. Although the previous recapitalisation transaction has served its purposes well, it is the view of Quibot and the Company that further financial and operational uncertainties must be addressed in order to cater for Quant’s continued resilience and business operations.

A qualified majority of more than 60 per cent. of each of Quant’s ultimate shareholders, holders of Debentures (“Debentureholders”) and holders of Senior Secured Bonds (“Bondholders”) have now expressed their support for carrying out a recapitalisation transaction which includes the following principal actions (together, the “Recapitalisation Transaction”):

       (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) issuance of new shares in Quant, directed primarily to the Debentureholders, with targeted aggregate gross proceeds of up to EUR 5 million, where Quant has procured interest to subscribe for shares corresponding to gross proceeds of approximately EUR 3.5 million;
    (iii) amendments made 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 (the “Senior Secured Bonds Amendment”); and
    (iv) a subsequent liquidation of Quibot.

The Recapitalisation Transaction is neither expected to have any impact on the Company’s business relationships or operations, which will continue as normal, nor affect any suppliers or employees.

The draft forms of the terms and conditions of the Senior Secured Bonds following the Senior Secured Bonds Amendment are available on the Company’s website.

Process

On the date hereof, a written procedure in relation to each of the Debentures and the Senior Secured Bonds as well as a notice of an extraordinary general meeting in Quibot will be published to cater for the consents and resolutions from the Debentureholders, the Bondholders and the shareholders in Quibot that is required to carry out the Recapitalisation Transaction. For more information regarding the respective written procedures and the notice of the extraordinary general meeting, please refer to the separate notices thereof which will be available on the respective investor relation websites for Quibot and Quant.

The Restructuring Transaction involves the Share Transfer, consisting of a transfer of all shares in Quant held by Quibot to the Debentureholders in return of the Debentureholders surrendering their claims under the Debentures in full. The shares in Quant will be allocated on a pro rata basis, meaning that the number of shares in Quant received by each Debentureholder will reflect their respective relative size of holdings in the Debentures as per [date]. The proposed exchange of Debentures to shares reflects the structure of the Debentures, whereby it has been agreed that the amount of indebtedness represented by the Debentures from time to time shall be EUR 63,200,000 plus a certain yield component. The indebtedness owed under the Debentures will however never exceed an amount in practice reflecting the value of Quibot’s shares held in Quant less the restricted capital in Quibot. As per the most recently published quarterly interim report, the indebtedness represented by the Debentures was EUR 50,470,000 while the value of Quibot’s shares recorded in Quibot’s balance sheet was EUR 50,700,000.

It will be required that each Debentureholder accedes to a customary shareholders’ agreement in order to be entered into the share ledger as a shareholder. This shareholders’ agreement will in material respects correspond to the shareholders’ agreement currently in place between the shareholders of Quibot, with certain consequential amendments to reflect the Recapitalisation Transaction and to afford Quant increased operational flexibility, and will, among and between the acceding parties, replace the current shareholders’ agreement in respect of Quibot.

The shares in Quant are not currently affiliated with Euroclear and it is not contemplated that the shares will so become. As such, a holder whose holdings in Debentures are registered in the name of a nominee will have to make itself known to Quant in accordance with the instructions in the written procedure for the Debentures in order to be entered into the share ledger of Quant as a shareholder.

Any shares in Quant that cannot be transferred to Debentureholders due to such Debentureholders failing to make themselves known prior to 1 December 2025, will be transferred to Stiftelsen Refectio (or any of its affiliates) or another trust or entity holding such shares directly or indirectly on behalf of Nordic Trustee & Agency AB (publ) (the “Agent) (as representative of the Debentureholders) for a period of three (3) months following completion of the Share Transfer (which is expected to take place on 9 December 2025). During this period, Debentureholders may make themselves known and submit the required documentation in order to receive their shares in Quant. All shares claimed by Debentureholders during this three-month period is expected to be allocated to the relevant Debentureholders on a single occasion following the expiry of the three-month period. Stiftelsen Refectio (or, if applicable, its affiliate or such other trust or entity holding the shares) will only hold such shares in Quant and will not have any duty of care or obligation to take any action whatsoever in respect thereof and will not accept any instruction in respect of such shares other than from the Agent and to transfer such shares to the respective entitled Debentureholders. 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.

Following the Share Transfer, 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 or such other trust or entity holding the shares) 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).

All Debentureholders who make themselves known to Quant as set out above and who evidence their holding of Debentures as per 2 2025 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. Quant has procured indications of interest to subscribe for shares in order to cater for minimum gross proceeds of approximately EUR 3.5 million. To the extent that all 189,600 shares in Quant are not subscribed for by the identified Debentureholders on a pro rata basis in relation to Debentures held, any residual shares will be offered by the Board of Directors of Quant at their discretion. 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 the Company (calculated as the number of newly issued ordinary shares in the share issue divided by the total number of shares in the Company after the share issue). Through the share issue, the number of shares and votes in the Company will increase by 189,600 new shares and votes and the share capital will increase with EUR 1,583,181.0456 (assuming full subscription in the share issue). Following the registration of the new shares, the total number of shares and votes will amount to 252,800 and the share capital will amount to EUR 2,110,908.0608 (assuming full subscription in the share issue). Further instructions for Debentureholders wishing to participate in the share issue, including notification forms in which Debentureholders shall indicate their interest to subscribe for shares in the share issue, are included in the written procedure for the Debentures. As further described in such instructions, the notification form, duly completed, must be submitted to Quant no later than 1 December 2025 in order for a Debentureholder to be allocated shares in the share issue. Formal subscription of the newly issued shares will occur by way of payment of the subscription price as indicated on the notification form.

Completion of the Recapitalisation Transaction will be subject to the Company obtaining requisite consents in the written procedures among the Debentureholders and the Bondholders, and the approval by the extraordinary general meeting in Quibot pursuant to the shareholders’ agreement among the shareholders of Quibot.

In conjunction with the Recapitalisation Transaction, and as further set out in the notice to the extraordinary general meeting in Quibot, it has been proposed that Sami Pitkänen be appointed as CEO of Quant, that a new board member will be appointed in Quant to replace Sami Pitkänen as board member (the proposed candidate to be announced in due time before the extraordinary general meeting), in addition to the ratification of the appointment of Maja Stålåker as CFO of Quant.

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.

Expected time plan

 
Financials

On 28 August 2025 Quant and Quibot published their respective interim financial statements as at and for the three months ended 30 June 2025, which are available https://www.quantservice.com/investors/ and on https://www.quantservice.com/investor-relations-quibot/ respectively.

On 21 November 2025, Quant and Quibot will publish their respective interim financial statements as at and for the three months ended 30 September 2025 on the respective websites set out above.

Advisers

Advokatfirman Hammarskiöld has been appointed legal advisors in the Recapitalisation Transaction.

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 notification form is not 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.