Share Issue/Capital Change • Sep 10, 2015
Share Issue/Capital Change
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Schibsted ASA (SCHA/SCHB) - Successful placement of 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 THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Schibsted ASA ("Schibsted" or "the Company") is pleased to announce the
successful completion of the offering of 10,800,361, million B-shares announced
yesterday, equal to 5.0% 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 support, and was completed at an
offer price of NOK 246 per share, which was determined through an accelerated
book-building process. Settlement is expected to occur on or around 14
September, 2015.
Gross proceeds of the Offering amounted to NOK 2.656.888.806 million or
approximately USD 323 million assuming a NOK/USD exchange rate of 8.22. The net
proceeds will strengthen the Company's capital base and be used to finance
strategic acquisition activities, especially within the Online Classifieds
segment.The Company's overall strategy remains firm; to continue to pursue
growth in Online classifieds, develop world class digital media houses and to
leverage digital ecosystems to accelerate adjacent growth models. The Company is
ramping up its technology portfolio and capabilities in order to take out the
full synergy potential across all business areas.
Schibsted retained Skandinaviska Enskilda Banken AB (publ.), Oslo branch ("SEB")
and Goldman Sachs International ("GS") as joint bookrunners in connection with
the Offering (jointly, the "Managers").
In accordance with the authorisation granted to the board of directors at the
Company's Annual General Meeting held on May 8, 2015, the Board of directors has
approved an issuance of 10,800,361 million new shares (the "New Shares") at a
price per share equal to the offer price for the Offering.
Following the completion of the Offering and the issue of the New Shares,
Schibsted's share capital will increase by NOK 5,400,180.5 to NOK
113,403,795.5, comprising of 108,003,615 A-shares and 118.803.976 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.
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 considers this to be in the best interests of the Company and the
shareholders since it will allow the Company to raise capital more quickly, at a
lower discount and with significantly lower transaction costs than a rights
offering would allow.
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, 10 September 2015
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.
[HUG#1950939]
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