SpectrumOne

The Board of Directors of SpectrumOne AB (publ) (“SpectrumOne” or the “Company”) has proposed that the Annual General Meeting of SpectrumOne on 17 June 2025 resolve to approve the execution of a broadened ownership distribution in the subsidiary Qbim AB (“Qbim”) by offering SpectrumOne’s shareholders, with preferential rights, the opportunity to acquire shares in Qbim (the “Offer”). The shares in Qbim are intended to be admitted to trading on Nasdaq First North Growth Market Stockholm (“Nasdaq First North”) or another suitable trading venue in connection with the Offer. Qbim AB offers a cloud-based SaaS platform with an AI-driven sales assistant that analyzes, automates, and coaches sales teams in real time based on sales and activity data. By delivering continuous, data-driven insights and recommendations, the platform aims to increase efficiency, profit margins, and customer loyalty. The Offer comprises a total of 46,777,613 shares. The price in the Offer has been set at SEK 0.28 per share. SpectrumOne will receive proceeds of up to approximately SEK 13.1 million before costs related to the Offer. In order for Qbim to meet the stock exchange’s listing requirements, SpectrumOne intends to contribute approximately SEK 10 million of the proceeds to Qbim through a directed new share issue before the first trading day. The subscription price for the directed issue will be determined based on an independent valuation analysis, with the condition that SpectrumOne shall, after the directed issue, own at most 30% of all outstanding shares in Qbim.

Summary of the Offer

• Shareholders of SpectrumOne will be allotted one (1) purchase right in Qbim for each share held in SpectrumOne. Eight (8) purchase rights entitle the holder to acquire one (1) share in Qbim.
• The Offer comprises a total of 46,777,613 shares. The price in the Offer has been set at SEK 0.28 per share. SpectrumOne will receive gross proceeds of up to approximately SEK 13.1 million before costs related to the Offer.
• SpectrumOne intends to procure guarantee commitments and obtain subscription commitments totaling approximately SEK 13.1 million, corresponding to 100 percent of the Offer.
• To ensure Qbim meets the stock exchange’s listing requirements, SpectrumOne will – before the first trading day – contribute approximately SEK 10 million of the proceeds to Qbim through a directed share issue. The subscription price will be determined based on a valuation by an independent party, with the condition that SpectrumOne AB will hold a maximum of 30 percent of all outstanding shares in Qbim after the issue.

Background

The Board is of the opinion that broadening the ownership base of Qbim and a separate listing of Qbim will benefit the continued development and growth of both Qbim and SpectrumOne. The Board further believes that Qbim has significant market potential and requires additional capital to realize this potential.

Furthermore, Qbim – with its focus on AI-based sales tools (SaaS) – has somewhat different needs and conditions than SpectrumOne’s other operations. Overall, the Board considers it advantageous to streamline the Group’s operations and ensure that Qbim has access to the necessary capital through its own stock market listing. By splitting the Group and listing Qbim separately, value is unlocked for SpectrumOne’s shareholders while both companies can focus on their core operations.

By carrying out the Offer with preferential rights for existing shareholders – instead of directing the offer to external investors – SpectrumOne’s shareholders are given the opportunity to invest in Qbim on favorable terms, while SpectrumOne receives liquidity from the divested shares. Shareholders who do not wish to exercise their purchase rights will have the opportunity to sell those rights during the planned trading period. Furthermore, the Company intends to secure agreements with guarantors who undertake to subscribe for shares in Qbim for the full amount of the Offer in the event that not all purchase rights are exercised.

In order for Qbim to fulfill the stock exchange’s listing requirement regarding sufficient working capital to finance its operations for twelve months from the first day of trading, SpectrumOne intends – before the first trading day – to provide Qbim about SEK 10 million through a directed share issue based on a valuation by an independent party. After this measure, SpectrumOne will hold at most 30% of all outstanding shares in Qbim.

Terms and Conditions of the Offer

The Offer comprises a total of 46,777,613 shares in Qbim. The price in the Offer has been set at SEK 0.28 per share. SpectrumOne will receive gross proceeds of at most approximately SEK 13.1 million before costs related to the Offer. Estimated costs related to the purchase rights, guarantee fees, and other preparations associated with the listing process amount to just over SEK 1.5 million.

Each person who is registered as a shareholder in SpectrumOne on the record date will receive one (1) purchase right per share held. Eight (8) purchase rights entitle the holder to acquire one (1) share in Qbim.

The record date at Euroclear for determining the entitlement to receive purchase rights in the Offer is 20 August 2025. The last day of trading in SpectrumOne shares including the right to participate in the Offer (i.e. to receive purchase rights) is 18 August 2025. The first day of trading in SpectrumOne shares excluding the right to participate in the Offer is 19 August 2025.

Application to acquire shares must be submitted during the period from 25 August 2025 up to and including 5 September 2025. Application to acquire shares must be made by way of simultaneous cash payment no later than 5 September 2025. After the end of the subscription period, unused purchase rights will become invalid and consequently lose their value. Unused purchase rights will be deregistered by Euroclear without further notice. To avoid losing the value of the purchase rights, they must be exercised to acquire shares by 5 September 2025 at the latest or sold by 2 September 2025. No financial compensation will be paid for purchase rights that are not exercised. Shareholders who are allotted purchase rights should note that taxation will differ depending on whether the purchase rights are exercised, sold, or expire unused.

If not all offered shares are acquired through the exercise of purchase rights, the allocation of any remaining shares (up to the maximum amount of the Offer) shall be made as follows:

1. to those who subscribed for shares via purchase rights and have applied to acquire additional shares without purchase rights; if full allocation to these subscribers is not possible, allocation will be made pro rata in relation to the number of purchase rights each such subscriber exercised to acquire shares;
2. to members of the board of directors and employees of Qbim who have expressed interest in acquiring shares in the Offer without purchase rights, pro rata in relation to their expressed interest;
3. to others who have registered to acquire shares in the Offer without purchase rights; if full allocation to these investors is not possible, allocation will be made pro rata in relation to the number of shares each such investor has applied to acquire in total; and
4. to any party who has provided guarantee commitments for the acquisition of shares.

Insofar as allocation in any of the above steps cannot be made pro rata, the allocation will be determined by lottery.

Aside from being registered as a SpectrumOne shareholder on the record date for receiving purchase rights (whether as a directly registered shareholder or through a nominee), no action is required to obtain the purchase rights.

The Board intends for Qbim’s shares to be admitted to trading on Nasdaq First North or another suitable trading platform. The first day of trading in Qbim’s shares is expected to occur during week 37 of 2025.

Subscription Commitments and Guarantee Commitments

SpectrumOne intends to procure guarantee commitments and obtain subscription commitments totaling approximately SEK 13.1 million, corresponding to 100 percent of the Offer. In the event that the Offer is fully subscribed (i.e. a 100 percent take-up), the guarantee commitments will not be utilized. The guarantee compensation is expected to amount to 10 percent of the guaranteed amount, paid in cash.

SpectrumOne Annual General Meeting

The Offer is conditional upon approval by the Company’s Annual General Meeting. The Board of SpectrumOne will shortly publish the notice convening the AGM (containing the proposal regarding the Offer), for an AGM to be held on 17 June 2025.

Company Description

The full terms and conditions of the Offer will be available in the company description expected to be published around 21 August 2025. The company description will be available on Qbim’s website (www.qbim.se), on SpectrumOne’s IR website (spectrumone.com/investor/investor-relations), and on beQuoted’s website.

Preliminary Timeline

About Qbim

Business Operations

Qbim’s primary business is to develop and offer a cloud-based SaaS platform with an AI-driven sales assistant that combines analytics, automation, and coaching in one tool. The platform helps sales organizations to measure, analyze, and act on sales and activity data in real time. In this way, everything from individual salespeople’s upselling opportunities to overarching sales strategies can be realized in a data-driven and efficient manner.

Business Idea

Qbim’s business idea is to increase efficiency, profit margins, and customer loyalty through an AI-driven sales platform. By measuring, analyzing, and acting on sales and activity data in real time, strategic decisions become data-driven and easy to implement – from an individual salesperson’s upselling opportunities to the sales manager’s overarching sales strategy.

Advisors

Bergs Securities AB is the Certified Adviser for Qbim AB.

For further information

Fredric Forsman
Chairman of the Board
+46 739 78 78 44
fredric@spectrumone.com

Certified Adviser

Bergs Securities AB (559071-6675)
Jungfrugatan 35
SE-114 44 Stockholm, Sweden
Phone: +46 8 408 933 50
www.bergssecurities.se

SpectrumOne AB (publ) is obligated to publish this information under the EU Market Abuse Regulation. The information was provided by the above contact person's auspices, for publication on May 16, 2025 at 9.45 p.m. CET.

About SpectrumOne AB

SpectrumOne is a leading technology company delivering an advanced Data Management, Analytics & Communications platform suite. Offered as a SaaS online service with rich market data from various professional providers, SpectrumOne provides a unique solution to many leading actors across industry segments in various countries, enabling clients with fast and easy access to data insight and visualization coupled with powerful search, segmentation, and mapping features. SpectrumOne allows data to be quickly enabled and operationalized, driving activities from customer communication to data science in support of business analysis, strategy, and growth – all of which can be achieved the same day with immediate results. SpectrumOne’s headquarters is based in Stockholm, Sweden, and is responsible for Nordic sales and strategy, with additional sales and business development offices located in Norway, Finland, and Belgium. SpectrumOne is listed on Nasdaq First North Growth Market in Stockholm.

www.spectrumone.com