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Share Issue/Capital Change • Apr 1, 2019

Schibsted ASA (SCHA/SCHB) - Announcement of terms of the Offering, publication of prospectus and commencement of bookbuilding and application periods

Schibsted ASA (SCHA/SCHB) - Announcement of terms of the Offering, publication of prospectus and commencement of bookbuilding and application periods

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

published on 25 March 2019 regarding the intention to list the shares of

Adevinta ASA ("Adevinta") on the Oslo Stock Exchange. Adevinta hereby announces

the terms of the offering of B-shares by Schibsted ASA ("Schibsted") and

Blommenholm Industrier AS (controlled by the Tinius Trust) (together, the

"Selling Shareholders") (the "Offering"), the publication of Adevinta's

prospectus dated 1 April 2019 (the "Prospectus") and the commencement of the

bookbuilding and application periods for the Offering. Subject to approval of

the listing application and completion of the demerger of Schibsted's classified

media business outside the Nordics as further defined in the Prospectus (the

"Demerger"), the shares of Adevinta (the "Shares") are expected to trade on the

Oslo Stock Exchange on 10 April 2019 under the tickers "ADEA" and "ADEB" for the

A-Shares and B-Shares, respectively (subject to any postponement of the

completion of the Demerger).

The Offer Shares (as defined below) will be offered for sale within an

indicative price range of between NOK 70 and NOK 82 per Offer Share. The final

price per Offer Share (the "Offer Price"), may, however, be set above or below

this indicative price range.

The Offering will comprise up to 36,893,081 B-shares ("Sale Shares") to be

offered by the Selling Shareholders. In addition, the Joint Global Coordinators

(as defined below) may over-allot up to 5,533,962 additional B-Shares (the

"Additional Shares", and together with the Sale Shares, the "Offer Shares"),

equal to approximately 15% of the number of Sale Shares to be sold in the

Offering. In order to facilitate such over-allotments, the Selling Shareholders

are expected to (i) lend to the Joint Bookrunners a number of Shares equal to

the number of Additional Shares, and (ii) grant the Joint Bookrunners an over-

allotment option to purchase a number of Shares equal to the number of

Additional Shares to cover any over-allotments made in connection with the

Offering.

It is expected that the Offering will comprise up to 5.4% of the total number of

outstanding Shares of Adevinta at the time of completion of the Demerger

(excluding any Additional Shares), and up to 6.2% including any Additional

Shares.

The Selling Shareholders will receive the proceeds from the Offering. If all the

Offer Shares are sold in the Offering, the free float of Adevinta following

completion of the Offering and Demerger would be 40.7%. Schibsted will retain an

ownership in Adevinta of at least 59.3% and Blommenholm Industrier AS will own

at least 7.8% of the Shares, following completion of the Demerger and sale of

all the Offer Shares.

The Selling Shareholders and Adevinta are expected to enter into a customary

lock-up period of 180 days from the commencement of trading on the Oslo Stock

Exchange. In addition, the members of Adevinta's management and board are

expected to enter into a 360 days lock-up period. The lock-up agreements are

subject to customary exceptions.

Offering details

The Offering will comprise:

i. an institutional offering, in which Offer Shares are being offered to (i)

investors in Norway, (ii) institutional investors outside Norway and the

United States pursuant to applicable exemptions from local prospectus

requirements and other filing requirements, and (iii) in the United States,

to QIBs as defined in, and in reliance on, Rule 144A under the U.S

Securities Act; in each case subject to a lower limit per application of

NOK 2,500,000 for each investor; and

ii. a retail offering, in which Offer Shares are being offered to the public in

Norway subject to a lower limit per application of NOK 10,500, and an upper

limit per application of NOK 2,499,999, for each investor. Investors who

intend to place an order in excess of an amount of NOK 2,499,999 must do so

in the Institutional Offering.

All offers and sales outside the United States will be made in compliance with

Regulation S of the U. S. Securities Act.

Further details on the Offering and the terms thereof are set out in the

Prospectus, which has been approved by the Financial Supervisory Authority of

Norway and published today. The Prospectus and the application form for the

retail offering are, subject to regulatory restrictions in certain

jurisdictions, available at www.adevinta.com, www.seb.no and www.arctic.no from

the commencement of the Bookbuilding Period and the Application Period (each

term as defined below). Hard copies of the Prospectus may also be obtained free

of charge at Adevinta's offices at Grensen 5, 0159 Oslo, Norway.

Time line and Offering period

The bookbuilding period for the institutional offering will commence on 1 April

2019 at 09:00 hours (CET) and end on 9 April at 15:00 hours (CET) (the

"Bookbuilding Period"), and the application period for the retail offering will

commence on 1 April 2019 at 09:00 hours (CET) and end on 9 April 2019 at 12:00

hours (CET) (the "Application Period"), both subject to shortening or

extensions.

The Offer Price and the final number of Offer Shares will be determined by

Schibsted, in consultation with the Joint Global Coordinators, after completion

of the Bookbuilding Period. The announcement of the Offer Price is expected to

take place on or around 9 April 2019 with trading of the Shares on the Oslo

Stock Exchange expected to commence on or around 10 April 2019 under the tickers

"ADEA" and "ADEB" for Adevinta's A-shares and B-shares, respectively.

Conditions for the completion of the Offering

Completion of the Offering will be conditional upon (i) Oslo Børs approving the

application for listing of the Shares in Adevinta in its meeting expected to be

held on or about 4 April 2019 and the satisfaction of the conditions for

admission to trading set by the Oslo Stock Exchange, which are expected to be

that for both share classes (a) Adevinta obtains a minimum of 500 shareholders,

each holding Shares with a value of more than NOK 10,000, and (b) there being a

minimum free float of the Shares of 25%; and (ii) completion of the Demerger;

(iii) Schibsted, in consultation with the Joint Global Coordinators, having

approved the Offer Price and, together with Adevinta, the allocation of the

Offer Shares to eligible investors following the bookbuilding; and (iv)

Adevinta, the Selling shareholders and the Managers having entered into a

placing agreement for the Offering. There can be no assurance that these

conditions will be satisfied. If the conditions are not satisfied, the Offering

may be revoked or suspended.

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

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

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

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 was published today, on 1 April 2019, and 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 the Company 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 the Company 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 the Company 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.

The Information 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.