Oslo ,2 August 2023 The proposed transaction marks EV atNOK 340 MNOK. PreciseCredit Solutions 17 S.a.r.l. (the "Buyer") will maintain their debt going forward and take a 75% shareholding in the business. PreciseCredit Solutions 17 S.a.r.l. (the "Buyer"), the main lender under the Company's bond loan agreement and a minority owner, has decided to increase their ownership in Questback AS. This move demonstrates the Buyer's strong belief in the Company. At the same time,Questback Group AS retains a significant 25% stake and a corresponding upside going forward. Over the past two years, Questback AS has undergone a successful operational turn-around with an ARR of 128 MNOK, positioning itself for remarkable growth. This proposed transaction secures a sustainable and robust financial solution for Questback AS to continue its upward trajectory.Saeid Mirzaie , CEO of Questback AS, expressed his excitement, saying, "This is a remarkable milestone in the proposed transaction and demonstrates the Buyer's confidence in our team and what we do. This transaction will significantly strengthen our ability to continue executing our growth journey."Terje Bakken , Chairman of Questback AS andQuestback Group AS , added "This exciting development marks a new chapter for Questback AS, with a strong and supportive partner in Precise Credit Solutions. The enterprise value demonstrates the strong potential and value of our company, even in the face of tough market conditions. We are eager to move forward with the Buyer to negotiate a share purchase agreement in the next step. We expect to complete the proposed transaction during the current quarter." The joint ownership of the Company byQuestback Group AS and the Buyer will be governed by a shareholders' agreement between the two parties setting out the terms of their joint ownership on customary terms. As part of this strategic move,Questback Group AS will retain a 25% stake in Questback AS and intends to apply for a de-listing of the shares from trading on Euronext Growth. A proposal for such de-listing will be presented to the shareholders at the same general meeting, which will also consider the transaction. The reporting and approval of the annual report for the fiscal year 2022, which has been postponed due to the proposed transaction, will be conducted concurrently. The proposed transaction: The entry into of the transaction is subject to execution by the parties of final and binding transaction documents. Closing of the transaction is expected to be conditional upon various customary closing conditions, including but not limited to approval at the Company's general meeting of the transaction by a two-thirds majority vote.Questback Group AS has entered into a term sheet with Precise Credit Solutions 17 S.a.r.l., being the lender under the Company's bond loan agreement (the "Buyer"), regarding a sale of 75% of the shares in the company's operational subsidiary Questback AS (the "Company") forNOK 1 and significant changes to the terms of the bond issued by Questback AS (the "Bond Loan"). The contemplated main amendments to the Bond Loan are as follows: (i) all current financial covenants are deleted, or waivered if applicable; (ii) all make whole provisions and make whole premium provisions are deleted; (iii) the leverage amount (including accrued interest) under the Bond Loan shall remain as is; (iv) the coupon will be changed from NIBOR + 16% (50% cash, 50% PIK) to 22% fixed rate per annum, no cash interest, all PIK; (v) a cash sweep mechanism shall be implemented for the benefit of the Buyer for available cash aboveNOK 15 million ; (vi) no dividends or distributions until the restated and amended debt under the Bond Loan is fully repaid; and (vii) in any exit, the Bond Loan shall be fully repaid at closing, with first priority before any values/proceeds flow to the shareholders of Questback AS. Questback is a leading provider of SaaS solutions for employee and customer feedback. The company was founded in 2000 and was listed inAugust 2021 on the Euronext Growth exchange inOslo . Find out more about Questback at Questback.com. For further queries, please contact:Saeid Mirzaie Chief Executive Officer Ph. +46 733 414407 Email: saeid.mirzaie@questback.com Cautionary note regarding forward-looking statements: This communication may contain certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", "expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions. Any such forward-looking statements are solely opinions and forecasts reflecting views as of the date set out on the cover of these materials, which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development, including the risk factors set forth in the Information Document prepared by the Company in connection with the Listing, available at https://newsweb.oslobors.no/message/540413 under the heading "Vedlegg". No liability for such statements, or any obligation to update any such statements or to conform such statements to actual results, is assumed. Furthermore, information about past performance given in this communication is given for illustrative purposes only and should not be relied upon as, and is not, an indication of future performance. The information included in this announcement is considered by the Company to be inside information pursuant to the EU Market Abuse Regulation. Thisstock exchange announcement was published bySaeid Mirzaie , Chief Executive Officer of the Company on2 August 2023 at20:40 CEST .
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