Capital/Financing Update • Mar 22, 2024
Capital/Financing Update
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Schibsted ASA (SCHA/SCHB) - Schibsted proposes capital return package of NOK 24 billion to shareholders
22.3.2024 08:02:57 CET | Schibsted | Inside information
Subject to approval at the Annual General Meeting scheduled on 26 April 2024,
Schibsted is pleased to announce that it intends to use most of the cash
proceeds related to the voluntary tender offer for Adevinta (the "Adevinta
Offer") and the sale of its news media operations to the Tinius Trust (the
"Trust" and the "Media Transaction") to return capital to its shareholders by
way of a special dividend of approximately NOK 20 billion, and a multi-year
share buyback programme of approximately NOK 4 billion in total.
The remainder of the cash proceeds, approximately NOK 5 billion, is primarily
intended to be used to strengthen Schibsted's balance sheet by reducing its net
interest-bearing debt.
For more information on the Adevinta Offer and Media Transaction, please refer
to the stock exchange announcements published 21 November 2023, and 11 December
2023 and today respectively.
Key highlights of the capital return package
* After closing of the Adevinta Offer and the Media Transaction, which are both
expected for the second quarter 2024, Schibsted is expected to receive
approximately NOK 29 billion of cumulative cash proceeds (the "Transactions
Proceeds")
* In line with its focus on shareholder returns and a strong financial
position, Schibsted intends to use most of the Transactions Proceeds to
return capital to its shareholders, and partially to strengthen its balance
sheet
* The capital return to shareholders will be implemented through a package
consisting of a special dividend of approximately NOK 20 billion and a
multi-year share buyback programme of approximately NOK 4 billion in total
* Schibsted intends classifying part of the proposed special dividend as
repayment of capital, which is exempt from Norwegian withholding tax
* The remainder of the Transactions Proceeds of approximately NOK 5 billion is
intended to be primarily used for reducing Schibsted's net interest-bearing
debt to further strengthen its financial position
* The proposed capital return package remains subject to approval at
Schibsted's Annual General Meeting scheduled on 26 April 2024
Kristin Skogen Lund, CEO of Schibsted, comments:
"This is another important milestone for Schibsted, following the substantial
value creation over the last two decades, where we have pioneered digitalisation
in the news media and online classifieds industries, creating both a family of
digital brands with unparalleled reach and impact in the Nordic countries, and
Adevinta as a global online classifieds specialist. The proposed use of proceeds
and capital return package follows a thorough process over the last few months,
with focus on shareholder returns and maintaining a strong financial position as
previously communicated when the two transactions were first announced. The aim
is an efficient and timely distribution of most of the Transactions Proceeds to
our shareholders, while retaining some cash, primarily for the purposes of
strengthening our balance sheet."
Details and timeline of the capital return package
Subject to approval at the Annual General Meeting scheduled on 26 April 2024,
Schibsted is pleased to announce that it intends to use most of the Transactions
Proceeds to return capital to its shareholders by way of a special dividend of
approximately NOK 20 billion, and a multi-year share buyback programme of
approximately NOK 4 billion in total.
The remainder of the Transactions Proceeds, approximately NOK 5 billion, is
primarily intended to be used to strengthen Schibsted's balance sheet by
reducing its net interest-bearing debt..
Schibsted currently has approximately NOK 5 billion of paid-in capital available
for repayment as dividends. This amount is intended to be used for classifying
part of the proposed special dividend as repayment of capital, which is exempt
from Norwegian withholding tax; approximately NOK 0.5 billion of the
aforementioned paid-in capital is associated with class A shares, and
approximately NOK 4.5 billion is associated with class B shares.
As the 2023 annual accounts limit Schibsted's existing dividend capacity to
approximately NOK 18 billion, the special dividend will be paid out in two
tranches. Subject to approval at the Annual General Meeting, the Board of
Directors will be given an authorisation to distribute approximately NOK 18
billion, which is intended to be paid out as soon as reasonably practicable
after the settlement of the Adevinta Offer. The remaining amount of
approximately NOK 2 billion will, subject to approval by an Extraordinary
General Meeting, be paid out in the third quarter 2024 based on an interim
balance sheet.
Subject to approval at the Annual General Meeting and approval of the interim
balance sheet for the first half of 2024 by an Extraordinary General Meeting,
Schibsted intends to launch the first tranche of the share buyback programme,
amounting to up to approximately NOK 2 billion, in the third quarter 2024.
Next steps and preliminary timetable
* Q2 2024:
* Approval of the capital return package and Media Transaction at the Annual
General Meeting, scheduled on 26 April 2024
* Closing of the Adevinta Offer and the Media Transaction expected
* Subject to approval by the Annual General Meeting, payment of the first
tranche of the special dividend, amounting to approximately NOK 18
billion, as soon as practicable following settlement of the Adevinta Offer
* Q3 2024:
* Extraordinary General Meeting to approve interim balance sheet and second
tranche of the special dividend
* Subject to approval by an Extraordinary General Meeting, payment of the
second tranche of the special dividend, amounting to approximately NOK 2
billion
* Subject to approval by an Extraordinary General Meeting of the interim
balance sheet, intention to launch first tranche of share buyback
programme, amounting to up to approximately NOK 2 billion
Investor and analyst call
A video conference call related to the proposed capital return package for
investors and analysts will be held today, 22 March 2024 at 11:30 CET. To
participate in the conference call, please use the following Zoom link:
https://schibsted.zoom.us/j/88187760438?pwd=3oHPBDgpubGHY5hWmkUYUkTG5VVwEK.1
Meeting ID: 881 8776 0438
Passcode: 314479
Advisors
Schibsted appointed Morgan Stanley & Co. International plc as exclusive
financial advisor and Clifford Chance LLP and Advokatfirmaet Wiersholm AS as
legal advisors in connection with the Adevinta Offer.
Carnegie AS was appointed as exclusive financial advisor and Advokatfirmaet
Wiersholm AS as legal advisor to Schibsted in connection with the Media
Transaction.
Disclaimer
Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised
by the Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United Kingdom, is
acting exclusively as financial adviser to Schibsted and no one else in
connection with the Adevinta Offer. In connection with such matters, Morgan
Stanley, its affiliates and their respective directors, officers, employees, and
agents will not regard any other person as their client, nor will they be
responsible to anyone other than Schibsted for providing the protections
afforded to clients of Morgan Stanley nor for providing advice in connection
with the Adevinta Offer, the contents of this announcement or any matter
referred to herein.
Oslo, 22 March 2024
SCHIBSTED ASA
Disclosure regulation
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 section 5-12 of the Norwegian Securities Trading Act. This stock
exchange announcement was published by Jann-Boje Meinecke, at the date and time
as set out above.
Contacts
Jann-Boje Meinecke
VP, Head of Investor Relations
+47 941 00 835
Daniel Frykholm
VP, Head of Group Communication
+46 70 206 77 86
Øyvind Vormeland Salte
Communication Director, Norway
+47 992 39 021
ATTACHMENTS
Download announcement as PDF.pdf -
https://kommunikasjon.ntb.no/ir-files/17847482/2992/4242/Download%20announcement
%20as%20PDF.pdf
Investor Presentation.pdf -
https://kommunikasjon.ntb.no/ir-files/17847482/2992/4240/Investor%20Presentation
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