Notice of Schibsted ASA’s Annual General Meeting 2015 is enclosed. The Annual General Meeting will be held at the company’s premises at Apotekergaten 10, Oslo, on Friday 8 May 2015 at 10:30 AM CET. A printed version of the notice is distributed by mail to shareholders.
Continued digital growth and increasing financial flexibility
Schibsteds strategy remains focused on becoming a global leader within online marketplaces and on building world-class digital media houses. To ensure that Schibsted has the financial flexibility to participate in value accretive growth initiatives going forward, the company proposes to the AGM the introduction of a new class of low-voting B-shares. This scheme will provide Schibsted with full equity capital market access while preserving the central role of the Tinius Trust and Blommenholm Industrier in supporting Schibsted.
– There are many exciting opportunities for Schibsted to grow organically and via acquisitions, particularly within our online marketplaces operations. We should therefore equip ourselves accordingly. Consequently, the ability to raise equity capital via the introduction of a new class of B-shares is consistent with our long-term strategy and ambitions, says Rolv Erik Ryssdal, CEO Schibsted Media Group.
The establishment of this new class B will be done through a split of the Company’s shares so that for every A-share each shareholder will receive one B-share. The B-shares will be ordinary, fully-paid shares carrying equal rights in all respects except that the B-shares will be low-voting shares with 1/10 of the voting power of the A-shares.
The company sees several advantages of introducing the B-share class:
· No balance sheet constraints – straight equity for accounting / rating purposes
· Permanent capital for the long run
· Gives flexibility to pay for potential future acquisitions in shares
· For the avoidance of doubt, there will be no issue of new A-shares and/or B-shares as part of the establishment of the B-shares. Schibsted currently has no intention to issue equity and has consented to a 3-month lock-up agreement not to issue class B shares from the day of the stock split becoming effective
· The Tinius Trust and Blommenholm Industrier have actively supported the development of Schibsted into the company it is today. Introduction of a B-share will allow for continued support of the company in realizing its future ambitions. As a reflection of that support, the Tinius Trust and Blommenholm Industrier have consented to a 3-month lock-up agreement not to sell any class B shares from the day of the stock split becoming effective.
If the proposal is approved by the AGM, the share split is expected to become effective on or around 1 June 2015.
For more detailed information on this issue, please see the enclosed documents. Schibsted also invites analysts and media to a presentation at Schibsted’s premises in Apotekergaten 10, Oslo where the proposal of the B-shares will be further explained. Time: Friday 17 April 2015 at 09.00 CET.
The presentation language is English, and it will be webcasted live at www.schibsted.com/ir. A recording of the presentation will be available on our web site shortly after the live webcast has ended.
The presentation will be held by Chairman of the Board Ole Jacob Sunde, CEO Rolv Erik Ryssdal and CFO Trond Berger.
In addition, there will be a conference call – Q&A session at 14.00 CET. The session will be held in English. To participate, please call +44(0)20 3427 1904, alternatively 800 56 054 if you call from Norway. Conference ID is 8513969. A recording of the conference call will be made available at www.schibsted.com/ir.
Trond Berger, CFO. Tel: +47 916 86 695
Oslo, 17 April 2015
Anders Christian Rønning
Investor Relations Officer