Quant initiates written proceedings regarding amendments to its Senior Notes

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STOCKHOLM, March 24, 2022 /PRNewswire/ — Quant AB (publ) (“Quant”) today initiated written proceedings in respect of its €120,000,000 Floating rate senior covered notes with ISIN: SE0010663260 (the “Senior Notes”). Holders of the Senior Notes are being asked to approve certain changes to the terms and conditions of the Senior Notes (the “Terms and Conditions”).

As a multinational industrial maintenance provider, Quant is well positioned to continue its profitable growth strategy. The company has successfully completed a comprehensive transformation program in response to a combination of historical challenges, as well as the effects of COVID-19. This results in a geographical refocusing, a simplified organization, a new management and a portfolio of contracts which developed strongly during the year 2021.

Quant is running according to plan and the effects should be reflected in the future. However, the exact timing is uncertain. It is therefore unlikely that a refinancing of the Group’s debt will be possible before the maturity date of the Senior Notes (February 15, 2023). Therefore, Quant is exploring alternatives with its key stakeholders.

Permira Credit Solutions II Master Sub SA (“Permira Credit”), the holder of the junior bond (ISIN: SE0010663278), and Nordic Capital, the current majority shareholder of Quant, have reached an agreement in principle on a conditional agreement in under which Permira Credit is expected to become the new majority owner of Quant. Nordic Capital should remain a minority shareholder. The agreement between Permira Credit and Nordic Capital is conditional upon, among other things, the agreements and consents relating to an extension and reduction of the existing super senior revolving credit facility, and the adoption of the written resolution.

In addition, the agreement between Permira Credit and Nordic Capital is subject to the formal approval of the merger filings with the competition authorities. Accordingly, Quant has requested an initial three-month extension (the Interim Amendments, as noted below) for the merger filing process to continue and allow the remainder of the Proposed Amendments (the Final Amendments, as noted below). below) are subject to the implementation of the agreement between Permira Credit and Nordic Capital.

To further strengthen Quant’s financial position, Permira Credit will, under the agreement with Nordic Capital, provide 10 million euros new capital in the form of a cash injection into the balance sheet. The junior bond and certain shareholder loans will eventually be extinguished and reinjected into Quant.

In addition to the approval of the competition clearance mentioned above, the final modifications (as indicated below) will be conditional on the injection of liquidity by Permira and the extension and reduction of the existing super senior revolving credit.

Proposed Changes

With reference to the foregoing, Quant proposes that holders of the Senior Notes consider certain amendments to the Terms and Conditions, inter alia, as follows:

1. Temporary changes

I. an extension of the duration of the Senior Notes by three months (by February 15, 2023 for May 15, 2023); and

2. Final changes

I. an extension of the term of the Senior Notes by an additional two years and six months (from May 15, 2023 for November 15, 2025);

ii. an amendment to the change of control clause to allow Permira Credit to take over as the new majority owner of Quant;

iii. wording correction to allow non-wholly-owned subsidiaries to make pro rata distributions to group companies and joint venture partners;

iv. a commitment to extinguish the junior obligation; and

v. an update of the purchase structure following the proposal to extend the duration of the Senior Notes.

A more detailed description of the proposed changes to the Terms and Conditions is set out in the Notice of Written Procedure.

Consent fee

Subject to the entry into force of any proposed amendments to the Terms and Conditions, (i) a fee of 25 basis points of the nominal amount validly voted by holders of Senior Notes before 5:00 p.m. CEST on April 6, 2022 to such Holders (the “Advance Consent Fee”); and (ii) a fee of 25 basis points of the nominal amount to all holders of Bonds (the “Consent Fee”), will be paid by Quant.

Chronology

Event

Dated

The description

Date of recording of votes

March 30
2022

Date on which holders of Senior Notes must be registered in a Securities Account with Euroclear Sweden.

Early Consent Fee Deadline

17.00 CEST on
April 6, 2022

Deadline to Provide Consent Voting Instructions for a Holder to Qualify for the Early Consent Fee

Final Voting Deadline

15.00 CEST on
April 21, 2022

Deadline by which agent must receive valid consent voting instructions

Effective date of the draft proposal

Upon satisfaction of the conditions for the entry into force of the proposed temporary modifications to the general conditions.

Effective date of the final proposal

Upon satisfaction of the conditions for entry into force of the final modifications proposed to the Terms and Conditions.

Expected settlement date for payment of consent fee

Within 10 business days of the effective date of the final changes to the Terms and Conditions.

A full version of the Notice of Written Procedure is attached to this press release and is also available on Stamdata (www.stamdata.com).

The Issuer has prepared an information presentation as part of the written procedure to provide additional information on the proposed changes. The Information Presentation is available on Quant’s website at www.quantservice.com/investor.

Pareto Securities AS was engaged by Quant as debt counsel in the process.

stockholm, March 24, 2022

Quant AB (released)

For more information, please contact:

Tomas Rönn, CEO: +46 720 92 11 20

André Strömgren, CFO: +46 708 410 796

Email: [email protected]

Quantity AB (publ) is a world leader in industrial maintenance. For more than 30 years, we have realized the full potential of maintenance for our customers. From embedding superior safety practices and creating a true maintenance culture, to optimizing maintenance costs and improving plant performance, our people make the difference. We are passionate about maintenance and take pride in ensuring that we meet our customers’ goals in the most professional manner. The group operates internationally in nearly 20 countries around the world, employing over 2,500 people. The parent company is located at Stockholm, Sweden.

Quant AB (publ) is a private company owned by Nordic Capital since 2014. For more information about the group, please visit www.quantservice.com.

This information is information that Quant is required to make public under the EU Market Abuse Regulation. The information was submitted for publication, through the contact person listed above, at 7:30 p.m. CET on March 24, 2022.

CONTACT:

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SOURCE Quantity AB

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