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Tuesday, 21 November 2017

Schibsted ASA (SCHA/SCHB) - Schibsted announces offering of B-shares

Schibsted    

Published: 16:46 CET 21-11-2017 /GlobeNewswire /Source: Schibsted / : SCHA /ISIN: NO0003028904

Schibsted ASA (SCHA/SCHB) - Schibsted announces offering 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 SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Schibsted ASA ("Schibsted" or "the Company") announces an offering of up to 11,880,397 B-shares, equal to 5.2% of the existing share capital of the Company (the "Offering") or 10% of the existing outstanding B-shares.

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 and bolt-on acquisitions. 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 has 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.

The Offering will consist of a private placement to institutional investors in Norway and internationally, subject to applicable exemptions from relevant registration, filing and prospectus requirements. The minimum application and allocation of shares per investor in the Offering will be a NOK amount equivalent  to EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.

The subscription price will be determined through an accelerated book-building process. The book-building period will commence immediately and is expected to close on 21 November 2017 with settlement expected to occur on or around 24 November 2017. The Company may, however, at any time close or extend the book-building period at its discretion and on short notice.

Schibsted has entered into a share lending agreement with its largest shareholder, Blommenholm Industrier AS, in order to facilitate delivery of the shares allocated in the Offering on a delivery versus payment basis. As a result, the Offering will be settled with existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange. After newly issued shares are fully paid and duly registered with the Norwegian Register of Business Enterprises, Schibsted will redeliver these new shares to Blommenholm Industrier AS. The new shares to be issued in connection with the Offering will be issued pursuant to the authorisation granted to the Board of Directors of the Company at the Annual General Meeting held on 12 May 2017. The Offering is subject to final approval by the Company's Board of Directors.

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.




This announcement is distributed by Nasdaq Corporate Solutions (One Liberty Plaza, 165 Broadway, New York, NY 10006. Tel: +1 212 401 8700. www.nasdaqomx.com) on behalf of Nasdaq Corporate Solutions clients. Source: Schibsted, Apotekergt 10, Pb 1178 Sentrum, Oslo 0107, Norway
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