[Adevinta ASA]/[Schibsted ASA] – Announcement of terms of the Offering, publication of prospectus and commencement of bookbuilding and application periods
Oslo, 1 April 2019: Reference is made to the stock exchange announcement published on 25 March 2019 regarding the intention to list the shares of Adevinta ASA ("Adevinta") on the Oslo Stock Exchange. Adevinta hereby announces the terms of the offering of B-shares by Schibsted ASA ("Schibsted") and Blommenholm Industrier AS (controlled by the Tinius Trust) (together, the "Selling Shareholders") (the "Offering"), the publication of Adevinta's prospectus dated 1 April 2019 (the "Prospectus") and the commencement of the bookbuilding and application periods for the Offering. Subject to approval of the listing application and completion of the demerger of Schibsted's classified media business outside the Nordics as further defined in the Prospectus (the "Demerger"), the shares of Adevinta (the "Shares") are expected to trade on the Oslo Stock Exchange on 10 April 2019 under the tickers "ADEA" and "ADEB" for the A-Shares and B-Shares, respectively (subject to any postponement of the completion of the Demerger).
The Offer Shares (as defined below) will be offered for sale within an indicative price range of between NOK 70 and NOK 82 per Offer Share. The final price per Offer Share (the "Offer Price"), may, however, be set above or below this indicative price range.
The Offering will comprise up to 36,893,081 B-shares ("Sale Shares") to be offered by the Selling Shareholders. In addition, the Joint Global Coordinators (as defined below) may over-allot up to 5,533,962 additional B-Shares (the "Additional Shares", and together with the Sale Shares, the "Offer Shares"), equal to approximately 15% of the number of Sale Shares to be sold in the Offering. In order to facilitate such over-allotments, the Selling Shareholders are expected to (i) lend to the Joint Bookrunners a number of Shares equal to the number of Additional Shares, and (ii) grant the Joint Bookrunners an over-allotment option to purchase a number of Shares equal to the number of Additional Shares to cover any over-allotments made in connection with the Offering.
It is expected that the Offering will comprise up to 5.4% of the total number of outstanding Shares of Adevinta at the time of completion of the Demerger (excluding any Additional Shares), and up to 6.2% including any Additional Shares.
The Selling Shareholders will receive the proceeds from the Offering. If all the Offer Shares are sold in the Offering, the free float of Adevinta following completion of the Offering and Demerger would be 40.7%. Schibsted will retain an ownership in Adevinta of at least 59.3% and Blommenholm Industrier AS will own at least 7.8% of the Shares, following completion of the Demerger and sale of all the Offer Shares.
The Selling Shareholders and Adevinta are expected to enter into a customary lock-up period of 180 days from the commencement of trading on the Oslo Stock Exchange. In addition, the members of Adevinta's management and board are expected to enter into a 360 days lock-up period. The lock-up agreements are subject to customary exceptions.
The Offering will comprise:
- (i) an institutional offering, in which Offer Shares are being offered to (i) investors in Norway, (ii) institutional investors outside Norway and the United States pursuant to applicable exemptions from local prospectus requirements and other filing requirements, and (iii) in the United States, to QIBs as defined in, and in reliance on, Rule 144A under the U.S Securities Act; in each case subject to a lower limit per application of NOK 2,500,000 for each investor; and
- (ii) a retail offering, in which Offer Shares are being offered to the public in Norway subject to a lower limit per application of NOK 10,500, and an upper limit per application of NOK 2,499,999, for each investor. Investors who intend to place an order in excess of an amount of NOK 2,499,999 must do so in the Institutional Offering.
All offers and sales outside the United States will be made in compliance with Regulation S of the U. S. Securities Act.
Further details on the Offering and the terms thereof are set out in the Prospectus, which has been approved by the Financial Supervisory Authority of Norway and published today. The Prospectus and the application form for the retail offering are, subject to regulatory restrictions in certain jurisdictions, available at www.adevinta.com, www.seb.no and www.arctic.no from the commencement of the Bookbuilding Period and the Application Period (each term as defined below). Hard copies of the Prospectus may also be obtained free of charge at Adevinta's offices at Grensen 5, 0159 Oslo, Norway.
Time line and Offering period
The bookbuilding period for the institutional offering will commence on 1 April 2019 at 09:00 hours (CET) and end on 9 April at 15:00 hours (CET) (the "Bookbuilding Period"), and the application period for the retail offering will commence on 1 April 2019 at 09:00 hours (CET) and end on 9 April 2019 at 12:00 hours (CET) (the "Application Period"), both subject to shortening or extensions.
The Offer Price and the final number of Offer Shares will be determined by Schibsted, in consultation with the Joint Global Coordinators, after completion of the Bookbuilding Period. The announcement of the Offer Price is expected to take place on or around 9 April 2019 with trading of the Shares on the Oslo Stock Exchange expected to commence on or around 10 April 2019 under the tickers "ADEA" and "ADEB" for Adevinta's A-shares and B-shares, respectively.
Conditions for the completion of the Offering
Completion of the Offering will be conditional upon (i) Oslo Børs approving the application for listing of the Shares in Adevinta in its meeting expected to be held on or about 4 April 2019 and the satisfaction of the conditions for admission to trading set by the Oslo Stock Exchange, which are expected to be that for both share classes (a) Adevinta obtains a minimum of 500 shareholders, each holding Shares with a value of more than NOK 10,000, and (b) there being a minimum free float of the Shares of 25%; and (ii) completion of the Demerger; (iii) Schibsted, in consultation with the Joint Global Coordinators, having approved the Offer Price and, together with Adevinta, the allocation of the Offer Shares to eligible investors following the bookbuilding; and (iv) Adevinta, the Selling shareholders and the Managers having entered into a placing agreement for the Offering. There can be no assurance that these conditions will be satisfied. If the conditions are not satisfied, the Offering may be revoked or suspended.
In connection with the Offering, J.P. Morgan Securities Plc ("J.P. Morgan") and Skandinaviska Enskilda Banken AB (publ), Oslo branch ("SEB") are acting as Joint Global Coordinators and Joint Bookrunners, and Arctic Securities AS is acting as Joint Bookrunner and Financial Advisor to the Tinius Trust (collectively, the "Managers"). Advokatfirmaet Wiersholm AS (as to Norwegian law) and Cleary Gottlieb Steen & Hamilton LLP (as to English and US laws) are acting as legal counsels to Adevinta and Schibsted, while Advokatfirmaet BAHR AS (as to Norwegian law) and White & Case LLP (as to English and US laws) are acting as legal counsels to the Joint Bookrunners.
Cassandra Lord, Director of Communications, Adevinta. Tel: +44 7809 214 347
Jo Christian Steigedal, VP Investor Relations, Schibsted. Tel: +47 415 08 733
About Adevinta ASA
Adevinta is a global online classifieds company with generalist, real estate, cars, jobs and other internet marketplaces in 16 countries, connecting buyers seeking goods or services with a large base of sellers. Its portfolio spans 36 digital products and websites, attracting 1.5 billion average monthly visits. Leading brands include top-ranked Leboncoin in France, InfoJobs and Milanuncios in Spain, and 50% of fast-growing OLX in Brazil.
These materials are not for distribution, directly or indirectly, in or into Australia, Canada, the Hong Kong special administrative region of the People's Republic of China, Japan, South Africa or the United States or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in any jurisdiction where such offer or sale would be unlawful and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions.
This document is not an offer for sale of securities in the United States. Securities may not be 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 (the "Securities Act"). Adevinta does not intend to register any part of the offering in the United States or to conduct a public offering of Shares in the United States. Any securities sold in the United States will be sold only to qualified institutional buyers (as defined in Rule 144A under the Securities Act) pursuant to Rule 144A.
This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
In connection with the Offering, J.P. Morgan (the "Stabilisation Manager") may effect transactions on the Oslo Stock Exchange with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail for a period of 30 days following the commencement of trading. Any stabilisation action (which may or may not occur) will be conducted by the Stabilisation Manager in accordance with all applicable laws and rules and may cease at any time.
In any EEA Member State that has implemented Directive 2003/71/EC (as amended and together with any applicable implementing measures in any Member State, the "Prospectus Directive") this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
This document is an advertisement and is not a prospectus for the purposes of the Prospectus Directive. The Prospectus prepared pursuant to the Prospectus Directive was published today, on 1 April 2019, and can be obtained from the website of Adevinta www.adevinta.com, www.seb.no, www.arctic.com and at Adevinta's offices (Grensen 5, 0159 Oslo, Norway). Investors should not purchase any securities referred to in this document except on the basis of information contained in the Prospectus.
The Managers and their affiliates are acting exclusively for the Company and Schibsted and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company or Schibsted for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offering, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the Prospectus to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Managers and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
The Information contains forward-looking statements. All statements other than statements of historical fact included in the Information are forward-looking statements. Forward-looking statements give Adevinta's current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business. These statements may include, without limitation, any statements preceded by, followed by or including words such as "target," "believe," "expect," "aim," "intend," "may," "anticipate," "estimate," "plan," "project," "will," "can have," "likely," "should," "would," "could" and other words and terms of similar meaning or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Adevinta's control that could cause the Companies' actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding Adevinta's present and future business strategies and the environment in which it will operate in the future.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.