Vend Marketplaces ASA

Share Issue/Capital Change • Mar 25, 2019

Adevinta ASA intends to apply for a listing on Oslo Børs

Adevinta ASA intends to apply for a listing on Oslo Børs

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Oslo, 25 March 2019: Adevinta ASA ("Adevinta" or the "Company") today announces

its intention to launch an Initial Public Offering (the "IPO") of its shares and

to apply for a listing of its shares on Oslo Børs.

Transaction Background

* The IPO follows the reorganization announcement by Schibsted ASA in

September 2018 and the General Meetings' approval to spin-off Adevinta

(previously called MPI) by way of a demerger on 25 February 2019

* In conjunction with the IPO, Schibsted and the Tinius Trust intend to sell

B-shares in Adevinta (to be issued at the completion of the spin-off) to

contribute to liquidity in Adevinta's shares and to facilitate investment in

Adevinta by non-Schibsted shareholders (the "Offering")

* The concurrent spin-off and IPO will further support Adevinta's strategy and

growth plan, and is expected to secure a sustained strong, diverse and long-

term shareholder base. Furthermore, the IPO is expected to enhance

Adevinta's ability to be an active participant in international

consolidation and expansion options

* Schibsted intends to remain as a long-term supportive owner and will support

a simplified governance structure with an amalgamation into one ordinary

share class by 2019 year end, subject to EGM approval

Adevinta highlights

* Significant global market opportunity with presence in highly attractive

geographies

* Attractive business model - strong network effects, defensible market

positions and winner-takes-most market characteristics

* Leading marketplace player - combining local leadership, high growth and

global scale

* Local expertise powered by data and technology at scale

* Longstanding track record of growth and profitability - 19% combined

operating revenues growth[1][2] and 25% EBITDA margin(2,)[3]

* Multiple opportunities for long-term growth and well positioned to drive

industry consolidation

Offering highlights

* In connection with the listing and provided that prevailing market

conditions so permit, Schibsted intends to sell up to 5% of the outstanding

shares in Adevinta in the form of B-shares (to be issued at the completion

of the spin-off). The reasons for Schibsted's sale of shares are to

contribute to liquidity in Adevinta's shares and to facilitate for the

investment in Adevinta by non-Schibsted shareholders

* For the same reasons and provided that prevailing market conditions so

permit, the Tinius Trust, which is the largest shareholder in Schibsted

through Blommenholm Industrier AS, intends to sell a number of shares in

Adevinta corresponding to up to 5% of its direct shareholding in Adevinta in

the form of B-shares (to be issued at the completion of the spin-off),

expected to represent 0.4% of the outstanding shares in Adevinta

* In aggregate, the sale of Adevinta B-Shares by Schibsted and Tinius Trust,

via Blommenholm Industrier AS, is expected to represent up to 5.4% of the

outstanding shares in Adevinta (the "Base Offering")

* In addition, Schibsted and Tinius Trust, via Blommenholm Industrier AS, are

expected to provide a customary overallotment option of 15% of the Base

Offering which, if fully exercised, would result in a total offering size of

up to 6.2% of the outstanding shares in Adevinta

* The offering is expected to comprise a public offering to institutional and

retail investors in Norway and a private placement to certain institutional

investors internationally

* The Selling Shareholders and the Company will be subject to a 180 day lock-

up period from the first day of trading and listing, subject to certain

exceptions

* The Board Members and the Management are subject to a 360 days lock-up

period from the first day of trading and listing, subject to certain

exceptions

* Further announcements relating to the process will be made in due course.

Subject to prevailing equity capital market conditions and receiving, inter

alia, relevant approvals from Oslo Børs and the Financial Supervisory

Authority of Norway, Adevinta is still aiming for first day of trading and

listing on the Oslo Stock Exchange on 10 April 2019

* 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. Advokatfirmaet Wiersholm AS and Cleary Gottlieb Steen &

Hamilton LLP are acting as legal advisors to the Company. Advokatfirmaet

BAHR AS and White & Case LLP are acting as legal advisors to the Joint

Bookrunners

Financial highlights

EUR million 2016 2017 2018

Combined operating revenues 421.1 511.4 594.6

Total growth   21.4% 16.3%

EBITDA[4] 61.8 95.8 151.0

EBITDA-margin 14.7% 18.7% 25.4%

Key strengths

* Marketplaces are a fast-growing and attractive global industry

* The total global classified market is estimated to have a value of ~USD

18 billion in 2017 based on revenue according to Statista[5]. Further,

Statista forecasts that the total global classified market will grow at

a compound annual growth rate (CAGR) of 8.6% during the period

2017-2022, which would result in a value (based on revenue) of ~USD 27

billion by 2022

* Globally, the online classified market is benefitting from trends such

as the shift towards online advertising, increasing digitalization of

commerce and the proliferation of mobile devices

* Adevinta has diversified exposure to large markets in Europe (France and

Spain in particular), and selective emerging markets in North Africa and

Latin America, such as Brazil, that Adevinta believes have strong growth

potential

* Marketplace business model benefits from many attractive characteristics

* Marketplaces provide significant benefits to both users and listers by

facilitating efficient matchmaking

* Adevinta's individual marketplaces benefit from positive network effects

and improvement in liquidity with increase in scale

* Marketplaces gain from winner-takes-most attributes and therefore create

market leadership positions

* Leading marketplaces can increase investment in R&D to enhance their

products and improve user experience and engagement

* Marketplaces have a high degree of operating leverage and low capital

expenditure requirements

* Solid leadership positions across generalist and vertical segments in

Adevinta's markets and one of the fastest growing marketplaces groups

globally

* Adevinta occupies strong leadership positions across user traffic and ad

listings in its major markets (France, Spain and Brazil), both in the

generalist and vertical categories (real estate, cars and jobs)

* Globally, Adevinta is amongst the fastest growing marketplaces groups

with 19% operating revenues growth[6]

* Combination of global scalable tech components and data powered by strong

product development capabilities

* Adevinta's  investments in R&D and product development, driven by local

and central technology teams, are leveraged and deployed across various

platforms

* Adevinta's global footprint facilitates the combination of local product

and tech capabilities with the benefits of centralized scalable

components and data

* Adevinta intends to harness the variety of data collected across its

platforms to increase personalisation and value delivery for its

marketplaces participants

* Longstanding track record of growth and profitability coupled with

significant future growth potential

* Adevinta has grown its combined operating revenues by 19% CAGR[7]

between 2016 and 2018. During the same period, EBITDA has grown by 56%

CAGR(7,)[8] and EBITDA margin has increased by 10.7 percentage points to

25.4% in 2018(7,8)

* Adevinta aims to continue to drive growth by improving matching

performance across its marketplaces, pursuing further value creation in

verticals, driving data and tech convergence and targeting innovation in

adjacent markets

* Adevinta has a history of strategic M&A and intends to continue to drive

value creation through inorganic moves, as appropriate

* Experienced management team with a strong track record of digital

transformation backed by a long-term shareholder

* Adevinta is headed by the former CEO of Schibsted, Rolv Erik Ryssdal,

providing the management team with long-term experience in the

marketplaces industry, managing large acquisitions and accessing the

capital markets

* The executive management team of Adevinta will also be supported by

country-level management teams with extensive internal and external

experience and a track record of successful digital transformation

* In addition, the management team will be overseen by an experienced

Board of Directors, which combines broad international and financial

experience with specific industry knowledge

Management and board

* Adevinta has assembled an experienced and well qualified management team led

by Rolv Erik Ryssdal, who was CEO of Schibsted from 2009 to 2018 and whose

other executive positions in Schibsted, included head of Schibsted

Classified Media. Rolv Erik Ryssdal will be supported by Uvashni Raman as

CFO and a team of divisional heads, including:

* Antoine Jouteau (CEO France)

* Gianpaolo Santorsola (CEO Spain)

* Ovidiu Solomonov (SVP Global Markets)

* The Adevinta Board of Directors is chaired by Orla Noonan, who has extensive

experience in content and media at Groupe AB, Paris, holding various

management positions including Vice President and Secretary of Groupe AB

responsible for finance, M&A and regulatory affairs

* In addition to the chair director, the Board consists of a further five

directors with substantial Board-level experience, namely:

* Kristin Skogen Lund (CEO Schibsted)

* Sophie Javary (Vice-Chairman CIB EMEA, BNP Paribas)

* Peter Brooks-Johnson (CEO Rightmove)

* Fernando Abril-Martorell Hernández (Executive Chairman of Grupo Indra)

* Terje Seljeseth (Chief analyst at the Tinius Trust, former CPO of

Schibsted ASA and CEO of Schibsted Classified Media)

Enquiries

Trond Berger, CFO in Schibsted. Tel: +47 916 86 695

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

About Adevinta ASA

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

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

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

different products and online classifieds sites and attracts an average of more

than 1.5 billion[9] monthly visits across markets with a combined population of

800 million[10] people.

Important Notice

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.

Stabilisation: FCA/ICMA.

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

the Prospectus Directive. A prospectus prepared pursuant to the Prospectus

Directive will be published, which, when published, can be obtained from the

website of the Company (www.adevinta.com), www.jpmorgan.com, www.seb.no,

www.arctic.com and at business addresses of the Company (Grensen 5, 0159 Oslo,

Norway) and of the Managers, J.P. Morgan 25 Bank Street, Canary Wharf, London

E14 5JP, United Kingdom, Skandinaviska Enskilda Banken AB (publ), Oslo branch,

Filipstad Brygge 1, 0252 Oslo, Norway and Arctic Securities AS (Haakon VIIs gate

5, 0161 Oslo, Norway). Investors should not subscribe for any securities

referred to in this document except on the basis of information contained in the

prospectus.

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.

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 each Company'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.

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[1] CAGR 2016-2018

[2] Based on Adevinta's audited combined financial statements

[3] EBITDA (before other income and expenses, impairment, JVs and Associates),

EBITDA margin 2018

[4] EBITDA (before other income and expenses, impairment, JVs and Associates)

[5] Source: Statista 2019, Digital Market Outlook

[6] CAGR 2016-2018, based on Adevinta's audited combined financial statements

[7] Based on Adevinta's audited combined financial statements

[8] EBITDA (before other income and expenses, impairment, JVs and Associates)

[9] Internal data

[10] Combined population of the 16 countries in which Adevinta operates (for

Shpock including UK and Germany) according to CIA World Factbook (June 2018

est.)

This information is subject to the disclosure requirements pursuant to section

5 -12 of the Norwegian Securities Trading Act.