Share Issue/Capital Change • Apr 9, 2019
Share Issue/Capital Change
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Schibsted ASA (SCHA/SCHB) - Completion of the demerger of Schibsted ASA; registration of changes in the share capital of Schibsted ASA and Adevinta ASA
Oslo, 9 April 2019: Reference is made to the stock exchange announcements
regarding the separation of Schibsted ASA ("Schibsted") and the establishment of
Adevinta ASA ("Adevinta") as a separate listed company comprising Schibsted's
classified media business outside the Nordics (the "Adevinta Business").
As described in the demerger plan and information brochure of 24 January 2019,
the separation of the Adevinta Business from Schibsted is effected through two
demergers: 1) the demerger of Schibsted and transfer of the remaining 35% of the
Adevinta Business to Adevinta against transfer of consideration shares to the
shareholders of Schibsted as further described below (the "Schibsted Demerger");
and 2) the demerger of Schibsted Multimedia AS and transfer of 65% of the
Adevinta Business to Adevinta against transfer of consideration shares to
Schibsted (the "SMM Demerger").
Today, on 9 April 2019, after the close of trading on the Oslo Stock Exchange,
completion of both the Schibsted Demerger and the SMM Demerger, and the changes
in the share capital of Schibsted and Adevinta, were registered with the
Norwegian Registry of Business Enterprises.
As a result of completion of the Schibsted Demerger:
Schibsted's share capital was reduced by NOK 28,881,246.548 by reducing the
nominal value of the shares to NOK 0.379. Further, Schibsted's share capital was
increased by NOK 28,881,246.548 by way of a capitalisation issue in accordance
with the Companies Act § 10-20, through increasing the nominal value of the
shares to NOK 0.50.
Consequently, Schibsted's current share capital is NOK 119,343,994, divided by
238,687,988 shares each with a nominal value of NOK 0.50, of which 108,003,615
A-shares and 130,684,373 B-shares. The articles of association of Schibsted has
been updated accordingly and are available on Schibsted's website
www.schibsted.no.
Adevinta has issued a total of 238,401,761 new shares divided into 107,747,388
A-shares and 130,654,373 B-shares (the "Consideration Shares"), representing
approximately 35% of the issued shares in Adevinta following completion of the
two demergers. The Consideration Shares was issued to the shareholders of
Schibsted registered in Schibsted's shareholders register with the VPS as at 11
April 2019 (the "Record Date").
Eligible holders of A-shares in Schibsted will receive one A-share in Adevinta
for each A-share registered as held in Schibsted on the Record Date and eligible
holders of B-shares in Schibsted will receive one B-share in Adevinta for each
B-share registered as held in Schibsted on the Record Date. It is expected that
the Consideration Shares will be delivered and made available to eligible
shareholders on the trading day after the Record Date, expected to be on or
about 12 April 2019.
Further, as a result of the SMM Demerger:
As consideration in the SMM Demerger, Adevinta has issued to Schibsted a total
of 442,746,128 new shares, divided into 200,102,292 A-shares and 242,643,836 B-
shares, representing approximately 65% of the shares in Adevinta following
completion of the two demergers.
Consequently, after completion of the two demergers, Adevinta's new share
capital is NOK 136,229,577.80 divided into 681,147,889 Shares, divided by
307,849,680 A Shares and 373,298,209 B Shares, each with a nominal value of NOK
0.20.
The articles of association of Adevinta has been updated accordingly and are
available on Adevinta's website www.adevinta.com.
The A-shares and B-shares in Adevinta will from 10 April 2019 be traded under
the tickers "ADEA" and "ADEB", respectively, on the Oslo Stock Exchange with
ISIN NO0010843998 and ISIN NO0010844038, respectively.
Enquiries
Cassandra Lord, Director of Communications, Adevinta. Tel: +44 7809 214 347
Jo Christian Steigedal, VP Investor Relations in Schibsted. Tel: +47 415 08 733
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
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