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Vend Marketplaces ASA

Share Issue/Capital Change Nov 30, 2022

3738_iss_2022-11-30_b7ba77c1-e669-4685-adc7-a0965651175c.html

Share Issue/Capital Change

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

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, +47 415 05 645,

[email protected]

* Jann-Boje Meinecke, VP, Head of Investor Relations, +47 941 00 835,

[email protected]

ATTACHMENTS

Download announcement as PDF.pdf -

https://kommunikasjon.ntb.no/ir-files/17847482/1926/2601/Download%20announcement

%20as%20PDF.pdf

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