Vend Marketplaces ASA

Regulatory Filings • Sep 18, 2018

Schibsted ASA (SCHA/SCHB) - Schibsted to spin off and IPO international online classifieds

Schibsted ASA (SCHA/SCHB) - Schibsted to spin off and IPO international online classifieds

The Board of directors of Schibsted ASA has today resolved to initiate a process

to reorganize the company into two growth-oriented companies. The international

online classifieds operations (preliminarily named "MPI") will be spun off and

established as an independent, listed company. Schibsted, meanwhile, will

comprise all activities in Norway, Sweden and Finland - including Finn.no,

Blocket.se and Tori.fi.

Schibsted will retain a majority ownership in MPI at the time of the listing.

Schibsted intends to remain an active, significant long-term owner in MPI, and

the size and time horizon of Schibsted's ownership will be tailored to support

and develop shareholder value for both companies. MPI will be one of the global

leaders in online classifieds, fully equipped to achieve long term growth with

high profit margins.

Schibsted will continue to invest, building on its footprints in the Nordics.

Schibsted's strong track record, competence and market positions constitute a

solid platform for innovation. In this connection, the Board has concluded the

strategic review of Lendo and decided that the company will continue as a fully-

owned entity, constituting a driving force in our cluster of personal finance-

related operations.

The Board has appointed Rolv Erik Ryssdal as the new CEO of the MPI. As the new

CEO of Schibsted ASA, the board has appointed Kristin Skogen Lund.

The spin-off of MPI will be done primarily as a demerger. The shares are

expected to start trading in 2019.

Strategic background

The proposed transaction represents an important strategic step forward for

Schibsted, as it allows the two new entities to set out their best strategic

courses individually. Schibsted will optimize its value creation for

shareholders, society, customers and employees by continuing to invest in

digital consumer services on the one hand and active participation in the

development of the international online classifieds industry on the other.

Schibsted has a history of utilizing new technology, creating new services,

developing new markets with potential for significant value creation and

adapting to rapidly changing markets. These values will remain at the core of

both Schibsted and MPI.

Although Schibsted plans to retain a significant ownership position in MPI, the

new, separately listed company will have a simplified governance structure with

no ownership or voting limitations. Initially MPI will inherit Schibsted ASA's

structure with A- and B-shares carrying different voting. However, Schibsted as

a majority owner will support an amalgamation into only one share class in due

course. The new company will be well equipped to play an active role in any

structural development of the online classifieds industry.

Schibsted ASA - Digital growth company with a Nordic base and global ambitions

Schibsted is deeply embedded in the daily lives of consumers in the Nordic

region. Every week Schibsted reaches 79 percent of consumers in Norway[1] and

82 percent in Sweden[2], contributing to the everyday lives of millions of users

in these markets.

Over the past two decades, Schibsted has transformed from a newspaper holding

company into a large online media company. Schibsted has a proven track record

of leveraging its consumer relations and forward-looking mindset to incubate and

develop new business models with international potential to the benefit of

shareholders, society, customers and employees. Finn, Blocket, Leboncoin, OLX in

Brazil and - recently - Lendo are great examples of this. Positioned in one of

the world's most dynamic regions in terms of digital services, the company will

continue to be on the forefront of innovation and structural growth.

Schibsted will continue to deepen its customer relationships through its leading

consumer brands and leverage its ability to collect and process data to develop

its consumer and advertising offerings. We will build on the combined forces of

Finn/Blocket/Tori, personal finance-assets like Lendo, and the publishing

activities, and believe developing these assets closely coordinated is the best

way to maximize the potential of each one of them. As an integral part of this

move, the company's special dedication to developing, independent and trusted

editorial content will prevail.

In the last 10 months, Schibsted has conducted a strategic review of Lendo which

has provided further evidence of Lendo's potential as a company. We firmly think

that continued full ownership is in our shareholders' best interest, despite

significant interest from potential partners.  We are excited to see the

potential for targeted international expansion in small- and medium-sized

markets. Lendo plans to launch activities in Poland, Denmark and Austria i 2018

and 2019. On this basis, Lendo will continue as a fully-owned entity,

constituting a driving force in Schibsted's cluster of personal finance-related

operations.

After the transaction, Schibsted ASA will consist of the following clusters of

assets:

* Publishing - VG, Aftenposten, Aftonbladet, Svenska Dagbladet and other

regional and local news organizations in Norway: Leading, agenda-setting

news organizations with well developed digital products and revenue models

* Classifieds - Finn.no, Blocket.se and Tori.fi - the clear leaders in digital

marketplaces in the Nordics with deeply entrenched market positions in

verticals, generalist marketplaces and adjacent business areas.

* Personal Finance - Lendo, Bynk, Hypoteket and other operations within

personal finance and fintech, with international potential

* New growth initiatives - Prisjakt, Let's Deal and other existing and new

digital services aiming to disrupt existing markets.

* A significant active ownership stake in MPI.

Finn and Blocket will maintain a close relationship with MPI in order to

exchange best practice and share product development in relevant areas.

"I am very happy to welcome Kristin Skogen Lund as Schibsted's new CEO. I am

convinced that she is just the right leader for the next phase of Schibsted's

journey," Chair of the Schibsted Board Ole Jacob Sunde says.

Kristin Skogen Lund has worked for Schibsted for twelve years until 2010 when

she became EVP at Telenor with the responsibility for Telenor Nordic, a business

with a turnover of EUR 6 billion. She was an important contributor to Telenor's

digital transformation, initiating and leading Telenor Digital Services. For the

last six years, she has been a skillful and prominent leader of the Norwegian

Business Confederation of Enterprise. During this period, she served on the

Board of Ericsson, the Swedish technology company.

"Schibsted is an impressive company with an important role in society. A company

that has tackled demanding transformations, and that truly has innovation as a

key pillar in its DNA. I am proud and humble to have the opportunity to help

Schibsted build on its already strong positions, and equip the two companies for

the future," says Kristin Skogen Lund.

Rolv Erik Ryssdal will continue as CEO until Kristin Skogen Lund joins

Schibsted, most likely by the end of 2018.

MPI

As one of the global market leaders in online classifieds, MPI (preliminary

name) is dedicated to providing perfect matches on the world's most trusted

marketplaces and to creating value for buyers and sellers.

"The company will continue to strengthen its roots in verticals like cars, real

estate and jobs in order to further monetize its market-leading positions. The

company will remain focused on top line growth as well as margin and cash flow

improvement," CEO Rolv Erik Ryssdal says.

MPI is in an excellent position to develop new models that will define the

future of online marketplaces. The simplified governance in MPI will make it

possible for the company to actively take part in any attractive M&A

transactions or structural changes in the industry.

MPI will consist of a strong portfolio of market leading online classifieds

sites in 20 countries. Key assets are:

* Leboncoin.fr - the leading online classifieds site in France with leading

positions in real estate and cars. Reaches 28 million[3] consumers every

month.

* Schibsted Spain - the leading online classifieds player in Spain.

* 50% ownership of the joint venture OLX Brazil - the leading online

classifieds site in Brazil.

* Strong positions in Italy, Austria, Ireland and Hungary.

* Shpock - native mobile marketplace downloaded more than 50 million times

with presence in 6 countries.

* Leading marketplaces in investment phase in Mexico, Chile, Belarus,

Colombia, Dominican Republic, Morocco and Tunisia.

Rolv Erik Ryssdal has held various executive positions in Schibsted, including

head of Schibsted Classified Media, before he became CEO of the Group in 2009.

"I am very glad that Rolv Erik has accepted the position as CEO of the new

international marketplaces company. He has done an outstanding job in the nine

years he has served at the helm of Schibsted," Ole Jacob Sunde says.

"An important part of my work during this period has been to build up our

international online classifieds business. Leading a separate listing and

further expansion of this part of Schibsted will be a great new challenge for

me," Rolv Erik Ryssdal says.

The role of the Tinius Trust

The Tinius Trust fully supports the Board's proposal. The Trust owns 25.6

percent of votes and 23.8 percent of the total shares in Schibsted ASA though

the fully controlled Blommenholm Industrier AS.

"The Tinius Trust is supporting the long term, healthy financial development of

Schibsted. The demerger is a wise move to enable MPI to optimize its value

creation within a new structure," says Ole Jacob Sunde, Board Chair of the

Tinius Trust, and adds:

"The Trust is committed to maintaining our current shareholdings in Schibsted.

The Trust's direct ownership in MPI will be seen as a long-term financial

holding."

Preliminary timetable

The following events are expected to take place during first half 2019:

* Publication of Announcement of Extraordinary General Meeting in Schibsted

ASA

* Publication of Information brochure

* Extraordinary General Meeting in Schibsted ASA

* Publication of MPI listing prospectus

* Distribution of MPI Shares

* First day of trading of MPI

Key facts

+---------------------+---------------+------------------------+---------------+

|  |Schibsted Group| Schibsted ASA (ex. | MPI |

| | | consolidation of MPI) | |

+---------------------+---------------+------------------------+---------------+

|Revenue (mNOK) | 16,943| 12,697| 4,811|

+---------------------+---------------+------------------------+---------------+

|EBITDA (mNOK) | 2,606| 2,425| 1,060|

+---------------------+---------------+------------------------+---------------+

|Number of countries | 22| 6| 17|

|with operations | | | |

+---------------------+---------------+------------------------+---------------+

|Number of employees | 8,070| 5,238| 2,832|

+---------------------+---------------+------------------------+---------------+

|Note: Revenue and EBITDA of MPI is calculated by reducing the reported amounts|

|of the current Marketplaces operating segment by revenues and EBITDA of |

|marketplaces operations in Norway, Sweden and Finland. Revenue and EBITDA of |

|Schibsted ex MPI is calculated by increasing the total of reported amounts of |

|the current Publishing and Growth operating segments by the same amounts. No |

|adjustments related to Other/Headquarters are reflected, and the difference |

|between the sum of the two entities and Schibsted Group is related to |

|Other/Headquarters. No adjustments are made to reflect potential effects on |

|reported revenues from changes to intragroup sales being eliminated within or |

|between operating segments. |

+------------------------------------------------------------------------------+

Press conference/conference call

Schibsted will host an investor and analyst conference today, 18 September

2018, at 14:00 CET.

Participants: Chair of the Board Ole Jacob Sunde, CEO Rolv Erik Ryssdal and CFO

Trond Berger

Venue: Hotel Sign, 2nd floor, room C9

The conference will be transmitted as a webcast on www.schibsted.com/ir. You may

send in questions on the website

You may also call in and listen to the presentation over the phone. This service

allows you to ask questions during the Q&A session at the end of the

presentation. To participate in the conference call, please register before the

conference starts. NOTE: To avoid waiting time when connecting to the call,

please use the below link 5-10 minutes prior to start time, where you will be

asked to type in your phone number and registration details. The Event

Conferencing system will automatically call you back on the phone number you

provide and place you into the event. Please note that the link will become

active 15 minutes prior to the event:

Link to join the call: https://bit.ly/2xe3TsH

For manual dial-in, use the following number (note that this connection might

take more time): +47 2100 2613. Passcode: 611415.

A recording of the conference call will be made available at

https://www.schibsted.com/en/ir/.

Contact information:

For investors/analysts:

Jo Christian Steigedal, VP Head of IR. Tel: +47 415 08 733, email:

jcs@schibsted.com

For the media:

Nathalie Kåvin, Director of Communications. Schibsted Media Group, Tel:

+47 934 01 363, e-mail: nathalie.kavin@schibsted.com

Camilla Kim Kielland, Director of Communications, Schibsted Media, Tel:

+47 917 36 971, e-mail: camilla.kim.kielland@schibsted.com,

Oslo, 18 September 2018

Schibsted ASA

Jo Christian Steigedal

VP Head of IR

--------------------------------------------------------------------------------

[1] Source: Forbruker & Media 18/1. Includes Adresseavisen, owned

throughSchibsted's associated company Polaris Media.

[2] Source: SIFO (Kantar) Orvesto

[3] Source: Mediametrie

This information is subject to the disclosure requirements pursuant to section

5 -12 of the Norwegian Securities Trading Act.