Share Issue/Capital Change • Nov 22, 2017
Share Issue/Capital Change
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Schibsted ASA (SCHA/SCHB) - Successful placement of new B-shares
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 OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Schibsted ASA ("Schibsted" or "the Company") is pleased to announce the
successful completion of the offering of 11,880,397 million new B-shares
announced on 21 November 2017, equal to 5.2% of the existing total share capital
of the Company or equal to 10.0% of the B-shares outstanding (the "Offering").
The Offering consisted of a private placement to institutional investors in
Norway and internationally. The Offering received good investor support, and was
completed at an offer price of NOK 211 per share, which was determined through
an accelerated book-building process. Settlement is expected to occur on or
around 24 November 2017.
Gross proceeds of the Offering amounted to approximately NOK 2,507 million or
approximately USD 305 million assuming a NOK/USD exchange rate of 8.22. The net
proceeds from the Offering will be used to strengthen the Company's capital base
and to finance strategic acquisition activities, especially within the Online
Classifieds segment, where the Company sees opportunities to do value accretive
in-market consolidation. The Company's overall strategy remains firm: to
continue to build online classifieds traffic and brand leadership positions and
to deepen the footprint in the real estate, car and jobs verticals. The recent
acquisitions of real estate portal Habitaclia.com in Spain, Avendrealouer.fr in
France as well as the purchase of Telenor's 25% interest in the Brazilian
operations olx.com are a testimony of Schibsted's strategic leadership focus.
Within Media, the ambition is to carry on the transformation into world-class
media houses based on strong editorial products.
Schibsted retained Arctic Securities, DNB Markets and Goldman Sachs
International as joint bookrunners in connection with the Offering (jointly the
"Managers"). As part of the Offering, Schibsted has entered into a placement
agreement with the Managers.
In accordance with the authorisation granted to the Board of Directors at the
Company's Annual General Meeting held on 12 May 2017, the Board of Directors has
approved the issuance of 11,880,397 new shares (the "New Shares") at a price per
share equal to the offer price for the Offering. In connection with the
Offering, the Board of Directors of the Company has resolved to set aside the
pre-emptive rights of the existing shareholders. The Board of Directors
considers this to be in the best interests of the Company and the shareholders
since it allows the Company to raise capital more efficiently, at a lower
discount and with lower transaction costs than in a rights offering.
Following the completion of the Offering and the issue of the New Shares,
Schibsted's share capital will increase by NOK 5,940,198.50 to NOK
119,343,994.00, comprised of 108,003,615 A-shares and 130,684,373 B-shares with
a nominal value of NOK 0.50 per share.
Schibsted and Blommenholm Industrier AS have entered into a share lending
agreement in order to facilitate delivery of the New Shares allocated in the
Offering on a delivery versus payment basis. As a result, the shares allocated
in the Offering will be settled with existing and unencumbered B-shares already
listed on the Oslo Stock Exchange borrowed from Blommenholm Industrier AS. Upon
settlement of the Offering, the capital increase will be registered in the
Norwegian Register of Business Enterprises. It is expected that the New Shares
will be issued on or about the time of settlement of the Offering. When the
shares are issued, they will be delivered to Blommenholm Industrier AS to
satisfy obligations under the share lending agreement.
Schibsted has agreed not to undertake a further issue or sale of B-shares or
securities convertible into such shares for a period of 90 days following
settlement of the Offering with the Managers, subject to customary exceptions.
For further information, please contact:
Trond Berger, CFO. Tel: +47 916 86 695
Oslo, 21 November 2017
Schibsted ASA
Jo Christian Steigedal
Head of Investor Relations
In any EEA Member State that has implemented Directive 2003/71/EC (such
Directive and amendments thereto, including Directive 2010/73/EU together with
any applicable implementing measures in the relevant home Member State, the
"Prospectus Directive"), this communication is only addressed to and directed at
qualified investors in that Member State within the meaning of the Prospectus
Directive.
In addition, in the United Kingdom, this announcement is not being distributed,
nor has it been approved for the purposes of Section 21 of the Financial
Services and Markets Act 2000 ("FSMA"), by a person authorised under FSMA and is
directed only at persons (i) who are persons having professional experience in
matters relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons who
are high net worth entities falling within Article 49(2)(a) to (d) of the Order,
or (iii) other persons to whom it may lawfully be communicated ("relevant
persons"). Under no circumstances should persons who are not relevant persons
rely or act upon the contents of this announcement. Any investment or investment
activity to which this announcement relates in the United Kingdom is available
only to, and will be engaged only with, relevant persons.
This announcement is not an offer for sale of securities in the United States.
Securities may not be offered or 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. Schibsted ASA
does not intend to register any part of the offering in the United States or to
conduct a public offering in the United States of the shares to which this
announcement relates.
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
This information is subject to the disclosure requirements pursuant to section
5 -12 of the Norwegian Securities Trading Act.
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