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Vend Marketplaces ASA

Share Issue/Capital Change Apr 9, 2019

3738_rns_2019-04-09_a2f1d7e3-6e84-4e37-9409-dcd7beb92d45.html

Share Issue/Capital Change

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Schibsted ASA (SCHA/SCHB) - Stabilisation and over-allotment notice

Schibsted ASA (SCHA/SCHB) - Stabilisation and over-allotment notice

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN

AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S

REPUBLIC OF CHINA, JAPAN, SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER

JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS

OR  REGULATIONS OF SUCH JURISDICTION.

Oslo, 9 April 2019: Reference is made to the stock exchange announcement

published earlier today (9 April 2019), whereby Adevinta ASA ("Adevinta") and

Schibsted ASA ("Schibsted") announced the successful completion of bookbuilding

of the offering of B-Shares in Adevinta (the "Sale Shares") (the "Offering").

J.P. Morgan Securities plc as "Stabilisation Manager" may, on behalf of the

Managers, engage in stabilisation activities of the B-Shares of Adevinta from

10 April 2019 to and including 9 May 2019 (the "Stabilisation Period"). Any

stabilisation activities are aimed to support the market price of the Shares.

In connection with the Offering, the Managers (as defined below) have over-

allotted 5,533,962 B-Shares in Adevinta to the applicants in the Offering (the

"Additional Shares"), which equals approximately 15% of the number of Sale

Shares sold in the Offering before over-allotments. In order to permit the

delivery in respect of over-allotments made, the Stabilisation Manager, on

behalf of the Managers, has borrowed, from Schibsted and Blommenholm Industrier

AS (collectively, the "Selling Shareholders"), a number of B-Shares in Adevinta

equal to the number of Additional Shares.

Further, the Selling Shareholders have granted to the Stabilisation Manager, on

behalf of the Managers, an option, which may be exercised to acquire at a price

per Share equal to the offer price in the Offering of NOK 78 (the "Offer Price")

up to a number of shares equal to the Additional Shares (the "Over-Allotment

Option"). The Over-Allotment Option may be exercised by the Stabilisation

Manager, on behalf of the Managers, no later than the 30th calendar day

following commencement of trading in the B-Shares on the Oslo Stock Exchange, as

may be necessary to cover over-allotments and short positions made or created in

connection with the Offering. The Managers have over-allotted B-Shares in the

Offering and have thus created a short position in the B-Shares. The

Stabilisation Manager, on behalf of the Managers, may close out this short

position by buying B-Shares in the open market through stabilisation activities

and/or by exercising the Over-Allotment Option.

The Stabilisation Manager may, from 10 April 2019, effect transactions with a

view to support the market price of the B-Shares at a level higher than what

might otherwise prevail, through buying B-Shares in the open market at prices

equal to or lower than the Offer Price. There is no obligation on the

Stabilisation Manager to conduct stabilisation activities and there is no

assurance that stabilisation activities will be undertaken. Such stabilising

activities, if commenced, may be discontinued at any time, and will be brought

to an end at the latest at the end of the Stabilisation Period.

Any stabilisation activities will be conducted in accordance with section 3-12

of the Norwegian Securities Trading Act and the EC Commission Regulation

2273/2003 regarding buy-back programmes and stabilisation of financial

instruments.

Within one week after the expiry of the Stabilisation Period, the Stabilisation

Manager, on behalf of the Managers, shall publish information as to whether or

not price stabilisation activities were undertaken. If stabilisation activities

were undertaken, the statement will also include information about: (i) the

total amount of B-Shares sold and purchased; (ii) the dates on which the

stabilisation activities began and ended; and (iii) the price range between

which stabilisation was carried out, as well as the highest, lowest and average

price paid during the stabilisation period.

To the extent that there are any profits earned from such stabilisation

transactions, the Stabilisation Manager, on behalf of the Managers, shall remit

the aggregate amount of any such net profits to the Selling Shareholders.

For further details, see Adevinta's prospectus dated 1 April 2019.

Advisers

In connection with the Offering, J.P. Morgan Securities plc ("J.P. Morgan") and

Skandinaviska Enskilda Banken AB (publ), Oslo branch ("SEB") are acting as Joint

Global Coordinators and Joint Bookrunners, and Arctic Securities AS is acting as

Joint Bookrunner and Financial Advisor to the Tinius Trust (collectively, the

"Managers").

Advokatfirmaet Wiersholm AS (as to Norwegian law) and Cleary Gottlieb Steen &

Hamilton LLP (as to English and US laws) are acting as legal counsels to

Adevinta and Schibsted, while Advokatfirmaet BAHR AS (as to Norwegian law) and

White & Case LLP (as to English and US laws) are acting as legal counsels to the

Joint Bookrunners.

Enquiries

Jo Christian Steigedal, VP Investor Relations in Schibsted. Tel: +47 415 08 733

Cassandra Lord, Director of Communications, Adevinta. Tel: +44 7809 214 347

About Adevinta ASA

Adevinta is a global online classifieds company with generalist, real estate,

cars, jobs and other internet marketplaces in 16 countries, connecting buyers

seeking goods or services with a large base of sellers. Its portfolio spans 36

digital products and websites, attracting 1.5 billion average monthly visits.

Leading brands include top-ranked Leboncoin in France, InfoJobs and Milanuncios

in Spain, and 50% of fast-growing OLX in Brazil.

Important Notice

These materials are not for distribution, directly or indirectly, in or into

Australia, Canada, the Hong Kong special administrative region of the People's

Republic of China, Japan, South Africa or the United States or any other

jurisdiction where to do so would constitute a violation of the relevant laws or

regulations of such jurisdiction. These materials do not constitute or form a

part of any offer or solicitation to purchase or subscribe for securities in any

jurisdiction where such offer or sale would be unlawful and the announcement and

the information contained herein are not for distribution or release, directly

or indirectly, in or into such jurisdictions.

This document is not an offer for sale of securities in the United States.

Securities may not be sold in the United States absent registration with the

United States Securities and Exchange Commission or an exemption from

registration under the U.S. Securities Act of 1933, as amended (the "Securities

Act"). Adevinta does not intend to register any part of the offering in the

United States or to conduct a public offering of Shares in the United States.

Any securities sold in the United States will be sold only to qualified

institutional buyers (as defined in Rule 144A under the Securities Act) pursuant

to Rule 144A.

This document is only being distributed to and is only directed at (i) persons

who are outside the United Kingdom or (ii) to investment professionals falling

within Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other

persons to whom it may lawfully be communicated, falling within Article

49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above

together being referred to as "relevant persons"). The securities are only

available to, and any invitation, offer or agreement to subscribe, purchase or

otherwise acquire such securities will be engaged in only with, relevant

persons.  Any person who is not a relevant person should not act or rely on this

document or any of its contents.

In any EEA Member State that has implemented Directive 2003/71/EC (as amended

and together with any applicable implementing measures in any Member State, the

"Prospectus Directive") this communication is only addressed to and is only

directed at qualified investors in that Member State within the meaning of the

Prospectus Directive.

This document is an advertisement and is not a prospectus for the purposes of

the Prospectus Directive. The Prospectus, prepared pursuant to the Prospectus

Directive, can be obtained from the website of Adevinta www.adevinta.com,

www.seb.no, www.arctic.com and at Adevinta's offices (Grensen 5, 0159 Oslo,

Norway). Investors should not purchase any securities referred to in this

document except on the basis of information contained in the Prospectus.

The Managers and their affiliates are acting exclusively for Adevinta and

Schibsted and no-one else in connection with the Offering. They will not regard

any other person as their respective clients in relation to the Offering and

will not be responsible to anyone other than Adevinta or Schibsted for providing

the protections afforded to their respective clients, nor for providing advice

in relation to the Offering, the contents of this announcement or any

transaction, arrangement or other matter referred to herein.

In connection with the Offering, the Managers and any of their affiliates,

acting as investors for their own accounts, may subscribe for or purchase shares

and in that capacity may retain, purchase, sell, offer to sell or otherwise deal

for their own accounts in such shares and other securities of Adevinta or

related investments in connection with the Offering or otherwise. Accordingly,

references in the Prospectus to the shares being issued, offered, subscribed,

acquired, placed or otherwise dealt in should be read as including any issue or

offer to, or subscription, acquisition, placing or dealing by, such Managers and

any of their affiliates acting as investors for their own accounts. The Managers

do not intend to disclose the extent of any such investment or transactions

otherwise than in accordance with any legal or regulatory obligations to do so.

This document contains forward-looking statements. All statements other than

statements of historical fact included in the Information are forward-looking

statements. Forward-looking statements give Adevinta's current expectations and

projections relating to its financial condition, results of operations, plans,

objectives, future performance and business. These statements may include,

without limitation, any statements preceded by, followed by or including words

such as "target," "believe," "expect," "aim," "intend," "may," "anticipate,"

"estimate," "plan," "project," "will," "can have," "likely," "should," "would,"

"could" and other words and terms of similar meaning or the negative thereof.

Such forward-looking statements involve known and unknown risks, uncertainties

and other important factors beyond Adevinta's control that could cause the

Companies' actual results, performance or achievements to be materially

different from the expected results, performance or achievements expressed or

implied by such forward-looking statements. Such forward-looking statements are

based on numerous assumptions regarding Adevinta's present and future business

strategies and the environment in which it will operate in the future.

The information, opinions and forward-looking statements contained in this

announcement speak only as at its date, and are subject to change without

notice.

This information is subject to the disclosure requirements pursuant to section

5 -12 of the Norwegian Securities Trading Act.

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