Basware announces EUR 50 million strategic investment from Bregal Milestone

Basware Corporation, stock exchange release, March 20, 2019 9.30 am

Basware has signed a financing agreement with funds advised by Bregal Milestone LLP (“Bregal Milestone”). Basware enters into a senior, unsecured loan totalling EUR 50 million due September 2024 (the “Loan”) and also issues at-the-money warrants. The proceeds will be used for general corporate purposes including refinancing existing debt of the Company and for future growth.

Ilkka Sihvo, Chairman of the Board of Directors of Basware, said “We are excited to partner with a long term investor like Bregal Milestone who sees the potential of Basware and is allocating a significant amount of capital to support Basware’s strategy. The financing agreement has been tailored to Basware’s needs and the proceeds will strengthen Basware’s balance sheet and support our growth and progress towards positive cash generation in the medium term.”

Cyrus Shey, one of the three Managing Partners of Bregal Milestone, further commented “We believe that Basware has huge potential and are very pleased to be able to partner with them as they continue to grow their market leading position in the expanding source-to-pay market.”

The Loan has a cash interest margin of 8.75 percent per year payable semi-annually in arrears. The proceeds from the Loan will be EUR 45 million. The Loan is senior unsecured with a 5.5 year maturity that significantly extends Basware’s average debt maturity.

In connection with the Loan, Bregal Milestone receives without consideration 1,000 freely transferable warrants convertible into 1,000,000 shares in the Company (the “Warrant Shares”), representing approximately 6.5 percent of the fully diluted shares of the Company (6.9 percent of the current number of shares in the Company).

The cash subscription price for each Warrant Share is EUR 29.9158, which represents the average of the five daily volume weighted average prices from March 13 to March 19, 2019. The subscription price will be subject to adjustments for any dividends as well as customary anti-dilution adjustments resulting from, among other things, any share issues, pursuant to the terms and conditions of the warrants. The warrants will be issued to Bregal Milestone at the drawdown of the Loan, on or about April 2, 2019. The subscription period of the Warrant Shares will commence immediately upon the issue of the warrants and expire on August 22, 2024. The Board of Directors of Basware decided to issue the warrants on the basis of authorization granted by the annual general meeting of Basware held on March 15, 2018.

Advisor

Basware obtained independent financial advice from Jefferies International Limited in relation to the transaction.

For more information, please contact:

Ben Selby, VP of Investor Relations and Treasury, Basware Corporation
Tel. +358 50 305 8077, ben.selby@basware.com

About Bregal Milestone

Bregal Milestone LLP is the investment adviser to a €400 million fund dedicated to making investments primarily in Europe. Bregal Milestone provides non-control capital and strategic assistance to leading growth companies. For more information, please visit www.bregalmilestone.com.

About Basware

Basware offers the largest open business network in the world and is the global leader in providing networked purchase-to-pay solutions, e-invoicing and innovative financing services. Our technology empowers organizations with 100% spend visibility by enabling the capture of all financial data across procurement, finance, accounts payable and accounts receivable functions. Basware is a global company doing business in more than 100 countries and is traded on the Helsinki exchange (BAS1V: HE). Read more: https://investors.basware.com/en

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