NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
These materials are not an offer for sale of securities. The securities have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. The company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any offering of securities will be made by means of a prospectus that may be obtained from the issuer or selling security holder and that will contain detailed information about the company and management, as well as financial statements.
In any EEA Member State that has implemented Directive 2003/71/EC (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 communication 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) 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.
An Extraordinary General Meeting of Schibsted ASA was held on June 10, 2009.
1. Proposal to increase the share capital
The General Meeting passed the following resolution:
1. The share capital is to be increased by a minimum of NOK 13,125,000 and a maximum of NOK 1,312,500,000 by the issue of a minimum of 13,125,000 and a maximum of 1,312,500,000 new shares, each with a par value of NOK 1. The exact amount of the increase is to be determined by the Board of Directors in connection with the determination of the subscription price in accordance with item 2 below, so that the company receives gross proceeds of approximately NOK 1,312,500,000.
2. The Board of Directors shall determine the subscription price within a lower limit of NOK 1 and an upper limit of NOK 100.
3. The Board of Directors’ determination of the exact amount of the increase and the subscription price shall be communicated through a stock exchange announcement to be sent by 14:00 hrs on a trading day on the Oslo Stock Exchange.
4. The company’s shareholders, other than the company itself, as of the expiry of the trading day when the company makes the announcement provided for in item 3 (“Record Date”) shall have a preferential right to subscribe for the shares.
Tradable subscription rights shall be issued. Oversubscription and subscription without subscription rights are to be permitted. In the event of oversubscription, allocation of shares which have not been subscribed for on the basis of preferential rights shall be made by the Board of Directors.
In respect of shareholders residing in countries where the legislation does not permit subscription for new shares on the basis of the preferential right (as reasonably determined by the company), the company (or an agent appointed by the company) shall have the right (but no obligation) to sell such shareholders’ subscription rights against the payment of net sales proceeds to such shareholders.
5. Shares may be subscribed from and including the 5th trading day after the Record Date, provided, however, that the subscription period shall not start until the Oslo Stock Exchange has approved the prospectus prepared in connection with the rights issue. The subscription period is two weeks.
6. Shares which have not been subscribed at the end of the subscription period will be allocated to investors procured by J.P. Morgan Securities Limited and Skandinaviska Enskilda Banken AB (Publ) Oslo Branch or failing which, to J.P. Morgan Securities Limited and Skandinaviska Enskilda Banken AB (Publ) Oslo Branch, which have committed themselves, subject to certain conditions, to subscribe for shares for an aggregate amount of up to NOK 855,800,000 that have not been subscribed by and allocated to other subscribers in the rights issue. The underwriters have a pro rata liability, and for J.P. Morgan Securities Limited limited to a maximum amount of NOK 556,300,000 and for Skandinaviska Enskilda Banken AB (Publ) Oslo Branch limited to a maximum amount of NOK 299,500,000. Subscriptions pursuant to this paragraph 6 shall take place within the deadline for payment for new shares set out in item 7 below, with payment for subscribed shares within two trading days after subscription.
7. Payment for the new shares shall be made in cash. Payment shall be made within six trading days after the expiry of the subscription period.
When subscriptions for shares are made, each subscriber domiciled in Norway must by separate notice on the subscription form grant SEB Enskilda AS an authority to debit a specific bank account in Norway for the subscription amount corresponding to the amount of shares allocated after allocation has been made.
For other subscribers, payment shall be made to a separate account in the company’s name.
8. As from the time of registration of the rights issue with the Norwegian Register of Business Enterprises the new shares are entitled to dividends thereafter declared and all other shareholder rights.
9. With effect from the registration of the rights issue with the Norwegian Register of Business Enterprises section 4 of the articles of association is amended to reflect the share capital and number of shares after the rights issue.
10. As commission for the underwriting as described in item 6, an amount of 2.75 % of the guaranteed amount shall be paid. In addition the company shall pay an equivalent commission to shareholders who have pre committed to subscribe for shares in the rights issue. Pre commitments have been received for 34.8 % of the shares offered in the rights issue, equalling the part of the rights issue that is not covered by the underwriting described in item 6.
The shareholders as per the date of the announcement of the Board’s determination of the increase and the subscription price, see item 3 of the resolution, will have preferential rights to the new shares in proportion to their then current shareholdings in the company, cf. Section 10-4 of the Norwegian Public Limited Companies Act. Tradable subscription rights will be issued to the beneficiaries. Oversubscription and subscription without subscription rights will be permitted.
The two-week subscription period is expected to start five trade days after the announcement of the Board’s determination of the increase and the subscription price.
A prospectus will be prepared in connection with the rights issue and is expected to be available no later than the first day of the subscription period.
Oslo, 10 June 2009
Rolv Erik Ryssdal, CEO