Share Issue/Capital Change • Apr 9, 2019
Share Issue/Capital Change
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Schibsted ASA (SCHA/SCHB) - Bookbuilding successfully completed - Offer Shares priced at NOK 78 per B-Share
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: Adevinta ASA ("Adevinta", OSE ticker "ADE") hereby announces
the successful completion of the bookbuilding of the offering of B-Shares in
Adevinta (the "Offering").
The Offering in summary:
* The shares in the Offering was priced at NOK 78 per B-Share.
* The Offering was oversubscribed throughout the NOK 70- NOK 82 price range on
the full size of the Offering, including the over-allotment option.
* Schibsted ASA ("Schibsted") and Blommenholm Industrier AS (collectively, the
"Selling Shareholders") sold 36,893,081 B-Shares ("Sale Shares") in the
Offering, representing approximately 5.4% of the total 681,147,889 issued
and outstanding A and B shares of Adevinta (the "Shares") following the
completion of the demergers as announced earlier today.
Schibsted sold 34,057,394 B-Shares in the Offering and thus retained
ownership of 408,688,734 Shares, divided by 200,102,292 A-Shares and
208,586,442 B-Shares (equal to 60.0% of the Shares, and 65% of the votes in
Adevinta), prior to exercise of the over-allotment option. Blommenholm
Industrier AS sold 2,835,687 B-Shares in the Offering and retain owners hip
of 53,878,052 Shares, divided by 28,121,715 A-Shares and 25,756,337 B-Shares
(equal to approximately 7.9% of the Shares and approximately 9.1% of the
votes in Adevinta), prior to exercise of the over-allotment option.
* The Managers (as defined below) have over-allotted 5,533,962 B-Shares (the
"Additional Shares", and together with the Sale Shares, the "Offer Shares"),
representing approximately 15% of the number of Sale Shares sold in the
Offering, and have exercised their option to borrow an equal number of
shares from the Selling Shareholders for the purpose of facilitating such
over-allotments. In case of full exercise of the over-allotment option (as
described below) by the Managers, Schibsted will retain an ownership in
Adevinta of approximately 59.3% and Blommenholm Industrier AS will own
approximately 7.8% of the Shares in Adevinta.
* The free float of Adevinta following completion of the Offering will be
approximately 40% if the over-allotment option is not exercised and
approximately 40.7% if the over-allotment is exercised in full.
* Trading of the Shares in Adevinta on the Oslo Stock Exchange will commence
on 10 April 2019 under the tickers "ADEA" and "ADEB" for the A-Shares and B-
Shares, respectively.
A total number of 42,427,043 Offer Shares (including the Additional Shares) were
allocated in the Offering, representing approximately 6.2% of the Shares.
Notifications of allocated Offer Shares and the corresponding amount to be paid
by investors are expected to be communicated to investors on or about 10 April
2019, by issuing allocation notes to the applicants by mail or otherwise.
Investors who have access to investor services through their VPS account manager
should be able to see how many Offer Shares they have been allocated from on or
about 10 April 2019. The Managers may also be contacted for information
regarding allocation, payment and delivery of the Offer Shares.
As further described in the Prospectus, the Selling Shareholders have granted
the Managers an over-allotment option, exercisable by J.P. Morgan Securities plc
as stabilisation manager, on behalf of the Managers, within 30 days from the
first day of trading to cover over-allotments or other short positions in
connection with the Offering. A separate disclosure will be issued by the
stabilisation manager regarding the over-allotment and stabilisation activities.
J.P. Morgan Securities Plc and Skandinaviska Enskilda Banken AB (publ), Oslo
branch 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.
For further queries, please contact:
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 connection with the Offering, J.P. Morgan (the "Stabilisation Manager") may
effect transactions on the Oslo Stock Exchange with a view to supporting the
market price of the securities at a level higher than that which might otherwise
prevail for a period of 30 days following the commencement of trading. Any
stabilisation action (which may or may not occur) will be conducted by the
Stabilisation Manager in accordance with all applicable laws and rules and may
cease at any time.
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.
Thus 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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