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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.