Basware has decided on a prepayment of its debt with Macquarie Capital Principal Finance, conditional on change of control resulting from the completion of Sapphire BidCo Ltd's tender offer

Basware Corporation, inside information, 6 July 2022 at 3:30 p.m. EEST

Basware announced on 12 July 2021 that it has completed an amendment agreement of its debt facility with Macquarie Capital Principal Finance (“Macquarie”). In preparation for the completion of Sapphire BidCo Ltd's tender offer, the Board of Directors of Basware has today on 6 July 2022 conditionally decided upon a prepayment of the debt and on related refinancing with a committed intra-group loan facility entered into today between Basware and Sapphire BidCo.

The prepayment of the Macquarie debt is conditional on the change of control in Basware resulting from the completion of Sapphire BidCo's tender offer for all the outstanding shares of Basware. The change of control is expected to occur on 15 July 2022, when the title to the tendered Basware shares transfers to Sapphire BidCo against the payment of the offer price in accordance with the terms and conditions of the tender offer.

The prepayment value of the Macquarie debt will be approximately EUR 75 million and it will be financed with the committed intra-group loan facility between Sapphire BidCo and Basware. The intra-group loan facility is unsecured with a total nominal value of EUR 86 million, an annual fixed interest rate of 6%, with no restrictive financial or other covenants and a maximum maturity of seven years. Basware has the right to utilize the remaining part of the intra-group loan for the prepayment of its EUR 10 million fixed rate notes due on 14 September 2023.

As a result of the prepayment of the debt to Macquarie, Basware’s Q3 2022 finance expenses will be impacted by a one-off increase of approximately EUR 14 million in total. The one-off increase in finance expenses consist of a prepayment cost of approximately EUR 9 million and an extinguishment accounting treatment of the current debt facility under IFRS9 of approximately EUR 5 million.

BASWARE CORPORATION

Board of Directors

For more information, please contact:
Martti Nurminen, CFO, Basware Corporation
Tel. +358 (0)40 751 7194, martti.nurminen@basware.com

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investors.basware.com/en

About Basware:
Basware is a leading provider of Networked Procure-to-Pay solutions with the largest open e-invoicing network in over 180 countries. Our cloud-based technology enables enterprises to fully manage their spend, mitigate financial risk and reduce operating costs through automation of finance, procurement, accounts payable and accounts receivable processes. Our open technology ecosystem and extensive partner network have helped over 6,500 businesses in 60 countries move towards 100% spend visibility which enables better business decisions – a concept we call Visible Commerce. Basware’s solutions support the transition to a lower-carbon economy by digitization and automation. Basware is traded on the Helsinki exchange (BAS1V: HE). Find out more at https://investors.basware.com/en.