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Share Issue/Capital Change • Mar 5, 2025

Schibsted ASA (SCHA/SCHB) - Contemplated secondary placement of existing shares in Schibsted ASA

Schibsted ASA (SCHA/SCHB) - Contemplated secondary placement of existing shares in Schibsted ASA

5.3.2025 16:30:01 CET | Schibsted | Inside information

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN OR

ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES AND THE SECURITIES

REFERRED TO HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT

REGISTRATION EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT

SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. THERE WILL

BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.

Oslo, 5 March 2025: Blommenholm Industrier AS (the "Seller") has engaged Arctic

Securities AS and J.P. Morgan SE as Joint Global Coordinators and Joint

Bookrunners (collectively referred to as the "Managers") to explore a potential

secondary placement of existing B-shares in Schibsted ASA ("Schibsted" or the

"Company") (the "Offering").

The Seller is contemplating the sale of approximately 9.4 million B-shares in

the Company (the "Sale Shares"), i.e. approximately 31% of the Seller's B-shares

in the Company, through an accelerated book building process. The Sale Shares

represent approximately 4% of the total issued and outstanding shares in the

Company and approximately 7% of the total issued and outstanding B-shares in the

Company. Assuming all Sale Shares are sold as part of the Offering, the Seller

will own 30,746,423 A-shares and approximately 20.6 million B-shares (totaling

to approximately 51.4 million shares) in the Company following the Offering,

equivalent to approximately 22% of the total issued and outstanding shares in

the Company. The Seller reserves the right, at its own discretion, to increase

the number of Sale Shares to be sold, reduce the number of Sale Shares or to

sell no Sale Shares at all in the Offering.

The book building period to determine the total number of Sale Shares and the

offer price per Sale Share will commence immediately following the publication

of this announcement and close on 6 March 2025 at 08:00am CET, but could also

close earlier or later at the discretion of the Seller in consultation with the

Managers. The result of the Offering is expected to be announced before 09:00am

CET on 6 March 2025 (T). The Offering will be unconditional as of the time of

allocation. The Sale Shares will be tradeable upon allocation and settlement of

the Offering will be conducted on a normal delivery-versus-payment basis (DvP

T+2).

Subject to the successful completion of the Offering, the Seller, diversifying

its portfolio through this sale, will remain a committed core shareholder of the

Company and support its ongoing verticalization strategy. The Seller will enter

into a customary 90-day lock-up commitment with the Managers for the remaining

shares in the Company owned by the Seller. This Offering is independent of any

funding requirements for the recently announced acquisition of TV4 and MTV by

Schibsted Media.

The Offering has not been registered under the U.S. Securities Act of 1933, as

amended (the "U.S. Securities Act") and will be made pursuant to applicable

exemptions from the obligation to publish a prospectus in Norway as well as

exemptions from the U.S. Securities Act and the securities laws of other

applicable jurisdictions.

The minimum order and allocation in the Offering have been set to the NOK

equivalent of EUR 100,000. The Managers may, however, offer and allocate an

amount below the NOK equivalent of EUR 100,000 in the Offering to the extent

exemptions from prospectus requirements, in accordance with Regulation (EU)

2017/1129, are available.

Advokatfirmaet Thommessen AS is acting as Norwegian legal counsel to the Seller

and Milbank LLP is acting as U.S. legal counsel to the Seller.

For further information about the Offering, please contact:

Arctic Securities AS: + 47 21 01 30 70

J.P. Morgan SE: + 49 69 71 24 19 41

Important notices:

This announcement is not and does not form a part of a prospectus or any offer

to sell, or a solicitation of an offer to purchase, any securities of the

Company.

The distribution of this announcement and other information may be restricted by

law in the United States of America or in certain jurisdictions. Copies of this

announcement are not being made and may not be distributed or sent into any

jurisdiction in which such distribution would be unlawful or would require

registration or other measures. Accordingly, this announcement is not for public

release, publication or distribution, directly or indirectly, in or into the

United States (including its territories and possessions, any state of the

United States and the District of Columbia), except to "qualified institutional

buyers" as defined in Rule 144A under the U.S. Securities Act of 1933, as

amended (the "Securities Act"). Persons into whose possession this announcement

or such other information should come are required to inform themselves about

and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be

registered under the Securities Act, and accordingly may not be offered or sold

in the United States absent registration or an applicable exemption from the

registration requirements of the Securities Act and in accordance with

applicable U.S. state securities laws. The Company does not intend to register

any part of the offering or its securities in the United States or to conduct a

public offering of securities in the United States.

In any EEA Member State, this communication is only addressed to and is only

directed at qualified investors in that Member State within the meaning of the

Prospectus Regulation, i.e., only to investors who can receive the offer without

an approved prospectus in such EEA Member State. The expression "Prospectus

Regulation" means Regulation (EU) 2017/1129, as amended, together with any

applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons

in the United Kingdom that are "qualified investors" within the meaning of the

Prospectus Regulation as it forms part of English law by virtue of the European

Union (Withdrawal) Act 2018 and that are (i) investment professionals falling

within Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,

and other persons to whom this announcement may lawfully be communicated,

falling within Article 49(2)(a) to (d) of the Order (all such persons together

being referred to as "relevant persons"). This communication must not be acted

on or relied on by persons who are not relevant persons. Any investment or

investment activity to which this communication relates is available only for

relevant persons and will be engaged in only with relevant persons. Persons

distributing this communication must satisfy themselves that it is lawful to do

so.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "believe", "expect", "anticipate",

"strategy", "intends", "estimate", "will", "may", "continue", "should" and

similar expressions. The forward-looking statements in this release are based

upon various assumptions, many of which are based, in turn, upon further

assumptions. Although the Seller believes that these assumptions were reasonable

when made, these assumptions are inherently subject to significant known and

unknown risks, uncertainties, contingencies and other important factors which

are difficult or impossible to predict and are beyond their control. By their

nature, forward-looking statements are subject to numerous factors, risks and

uncertainties that could cause actual outcomes and results to be materially

different from those projected. Readers are cautioned not to place undue

reliance on these forward-looking statements.

Except for any ongoing obligation to disclose material information as required

by the applicable law, the Seller does not have any intention or obligation to

publicly update or revise any forward-looking statements after it distributes

this announcement, whether to reflect any future events or circumstances or

otherwise.

None of the Company, the Seller, the Managers nor any of their respective

subsidiary undertakings, affiliates or any of their respective directors,

officers, employees, advisers, agents or any other person accepts any

responsibility whatsoever for, or makes any representation or warranty, express

or implied, as to the truth, accuracy, completeness or fairness of the

information or opinions in this announcement (or whether any information has

been omitted from the announcement) or any other information relating to the

Company, the Seller, or associated companies, whether written, oral or in a

visual or electronic form, and howsoever transmitted or made available or for

any loss howsoever arising from any use of this announcement or its contents or

otherwise arising in connection therewith.

The Managers are acting for the Seller only in connection with the Offering and

no one else, and will not be responsible to anyone other than the Seller for

providing the protections offered to clients nor for providing advice in

relation to the Offering, the contents of this announcement or any transaction,

arrangement or other matter referred to in this announcement.

In connection with the Offering, the Managers and their respective affiliates

may take up a portion of the shares offered in the Offering as a principal

position and in that capacity may retain, purchase, sell, offer to sell for

their own accounts such shares and other securities of the Company or related

investments in connection with the Offering or otherwise. In addition, the

Managers and their respective affiliates may enter into financing arrangements

(including swaps or contracts for differences) with investors in connection with

the Offering, in which the Managers and their respective affiliates may from

time to time acquire, hold or dispose of shares of the Company. The Managers or

their affiliates may be lenders and/or agents under lending facilities with the

Seller and may receive a portion of the net proceeds of the Offering to repay

amounts outstanding under such facilities. The Managers do not intend to

disclose the extent of any such investment or transactions, other than in

accordance with any legal or regulatory obligations to do so.

This announcement is for information purposes only and is not to be relied upon

in substitution for the exercise of independent judgment. It is not intended as

investment advice and under no circumstances is it to be used or considered as

an offer to sell, or a solicitation of an offer to buy any securities or a

recommendation to buy or sell any securities in the Company. The price and value

of securities and any income from them can go down as well as up and you could

lose your entire investment. Past performance is not a guide to future

performance. Information in this announcement cannot be relied upon as a guide

to future performance. The Managers, nor any of their respective affiliates,

accept any liability arising from the use of this announcement.

DISCLOSURE REGULATION

This information is subject to the disclosure requirements pursuant to Section

5-12 of the Norwegian Securities Trading Act.

CONTACTS

* Jann-Boje Meinecke, VP FP&A and Investor Relations, +47 941 00 835,

ir@schibsted.com

ATTACHMENTS

Download announcement as PDF.pdf -

https://kommunikasjon.ntb.no/ir-files/17847482/18446013/5721/Download%20announce

ment%20as%20PDF.pdf