Schibsted ASA (SCHA/SCHB) - Successfully completed sale of existing shares in Adevinta ASA

30.11.2022 22:23:47 CET | Schibsted | Inside information

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG, SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG OR SOUTH AFRICA.

Reference is made to the stock exchange notice published at 16:39 CET on 30 November 2022 regarding a potential block sale of existing shares in Adevinta ASA (“Adevinta”) by Schibsted ASA (“Schibsted”) through a private placement (the “Offering”).

Schibsted has successfully sold 24,498,860 shares in Adevinta (equal to approx. 2% of Adevinta’s issued shares) at NOK 70.00 per share.

Arctic Securities AS and DNB Markets, a part of DNB Bank ASA acted as managers in the Offering (the “Managers”).

Schibsted has entered into a total return swap ("TRS") with Danske Bank A/S (“Danske”) with financial exposure to 36,748,289 shares in Adevinta and has as part of this sold 36,748,289 shares to Danske at NOK 77.25 per share. Danske will remain as an owner of the shares until the TRS expires. 

“We are pleased with this successful placement and entering of the TRS, enabling us to increase our financial capacity. As a result, we will be able to both reduce our financial leverage which is currently above our target range, and to buy back Schibsted shares over time which we see as value creative. The TRS will give us financial flexibility while we maintain exposure to Adevinta’s share price development, showcasing our support of the strategy and further value creation potential by the company,” CEO Kristin Skogen Lund says.

Following completion of the Offering and the TRS, Schibsted will hold 344,803,374 shares in Adevinta (equal to approx. 28.15% of Adevinta’s issued shares and approx. 29.58% of the votes). In addition, Schibsted has a financial exposure to 3% of the shares in Adevinta under the TRS. Schibsted has entered into a 90-day customary lock-up with the Managers on the remaining shares in the Adevinta held by Schibsted after the Offering. 

Schibsted will host two Q&A video conference calls for investors and analysts related to these transactions with CFO, Ragnar Kårhus, and Investor Relations on 1 December:

Topic: Schibsted conference call and Q&A related to TRS and share sale in Adevinta #1
Time: Dec 1, 2022 08:30 Amsterdam, Berlin, Rome, Stockholm, Vienna
Join Zoom Meeting
https://schibsted.zoom.us/j/89786915811?pwd=cUU4KzFNdzRRRFJ5OVFKc0IyMXNBZz09
Meeting ID: 897 8691 5811
Passcode: 587388

Topic: Schibsted conference call and Q&A related to TRS and share sale in Adevinta #2
Time: Dec 1, 2022 14:00 Amsterdam, Berlin, Rome, Stockholm, Vienna
Join Zoom Meeting
https://schibsted.zoom.us/j/88205442345?pwd=ekxxdmQ0K2RaMFU2SGR4Y3JXRFh2QT09
Meeting ID: 882 0544 2345
Passcode: 876657

Schibsted is represented on the Board of Directors of Adevinta by Kristin Skogen Lund and Aleksander Rosinski. 

Advokatfirmaet Wiersholm AS is acting as legal advisor to Schibsted.

This information is considered to include inside information pursuant to the EU Market Abuse Regulation article 7 and is subject to the disclosure requirements pursuant to sections 4-2 and 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Jann-Boje Meinecke, Head of IR at Schibsted, on 30 November 2022 at 22:23 CET.

Important notices:
This announcement is not and does not form a part of a prospectus or any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in the United States of America or in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Accordingly, this announcement is not for public release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), except to “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be registered under the Securities Act, and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or its securities in the United States or to conduct a public offering of securities in the United States.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 as amended together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are “qualified investors” within the meaning of the Prospectus Regulation as amended by The Prospectus (Amendment etc.) (EU Exit) Regulations 2019, and which forms part of English law by virtue of the European Union (Withdrawal) Act 2018, and that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

None of the Managers or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this release (or whether any information has been omitted from the release) or any other information relating to the Company, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this release or its contents or otherwise arising in connection therewith.

The Managers are acting on behalf of Schibsted and no one else in connection with the Offering and will not be responsible to any other person for providing the protections afforded to clients of the Managers or for providing advice in relation to the Offering.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgement. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company.

Oslo, 30 November 2022
SCHIBSTED ASA

Contacts

• Atle Lessum, Director of Schibsted Group Communications, [phone], [e-mail]
• Jann-Boje Meinecke, VP, Head of Investor Relations, [phone], [e-mail]

Attachments

• Download announcement as PDF.pdf

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