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.
In a meeting of the board of directors of Schibsted ASA (“Schibsted”) held on 11 June 2009 the following was decided in relation to the rights offering (the “Rights Offering”):
Rights Offering and share information:
The subscription price in the Rights Offering has been set at NOK 34.00 per share. The subscription price represents a discount of approximately 38% to the theoretical ex rights price of NOK 55.18 based on Schibsted’s volume-weighted average share price since announcement of the Rights Offering on 15 May 2009 of NOK 67.89 (and a discount of approximately 45% to the theoretical ex rights price of NOK 62.13 based on the last quoted trading price on 10 June 2009 of NOK 79.00). The subscription price has been set in accordance with current market practice for rights offerings.
The total number of new shares to be issued in the Rights Offering will be 38,753,615. The gross proceeds from the Rights Offering will be NOK 1,317,622,910.
Upon completion of the Rights Offering, the share capital of Schibsted will be increased by NOK 38,753,615, from NOK 69,250,000 to NOK 108,003,615, divided into 108,003,615 shares with a par value of NOK 1.00 each.
Shareholders in Schibsted as at 11 June 2009 (the “record date”) have a preferential right to subscribe for 3 new shares for every 5 shares held as at 11 June 2009. Schibsted owns 4,660,641 of its own shares as at 11 June 2009. No subscription rights will be issued on these shares.
Each share held on the record date will entitle a shareholder to receive 1 transferable subscription right. Holders of subscription rights will be given preferential rights to one (1) new share for every 1.67 subscription rights held. Transactions in shares made on or before the record date, but which have not been registered in the VPS within three trading days after the record date (i.e. by close of trading on the Oslo Stock Exchange on 16 June 2009) will be disregarded for the purposes of determining the allocation of subscription rights.
Holders of subscription rights may submit applications to subscribe for new shares in excess of their pro rata entitlement (“oversubscription”), and investors who do not hold subscription rights may apply to subscribe for any non-exercised shares. There can be no assurances that any new shares will be allocated on the basis of subscriptions which are not based on subscription rights.
11 June 2009:
Record date for entitlement to subscription rights in the Rights Offering
12 June 2009:
Commencement of trading of shares on an ex-rights basis (i.e. exclusive of subscription rights) on Oslo Stock Exchange
18 June 2009:
Prospectus is published and sent to shareholders as of the record date
18 June 2009:
Subscription rights are listed on the Oslo Stock Exchange and may be traded. The ticker code for the subscription rights will be: SCH S
18 June 2009:
Subscription period and trading in subscription rights on the Oslo Stock Exchange commences
2 July 2009:
Last day of trading in subscription rights
2 July 2009:
Subscription period ends at 17:30 hrs (CET)
8 July 2009:
Allotment of new shares in the Rights Offering
10 July 2009:
Payment date for shares allotted in the Rights Offering
On or about 15 July 2009:
Listing and commencement of trading in the new shares issued pursuant to the Rights Offering on the Oslo Stock Exchange
The subscription rights may be used to subscribe for new shares in the Rights Offering or be sold before the end of the subscription period. Acquired subscription rights give the same right to subscribe for and to be allocated new shares as subscription rights granted to shareholders on the basis of their shareholding on the record date. Subscription rights which are not used to subscribe for new shares before the end of the subscription and trading period will have no value and will lapse without compensation to the holder.
The prospectus in relation to the Rights Offering is expected to be published on 18 June 2009 and to be sent to the shareholders as of the record date (i.e. 11 June 2009) on the same date. The prospectus must be approved by the Oslo Stock Exchange prior to publication. It is intended to have the prospectus approved in Sweden in accordance with the passporting procedures of the EU Prospectus Directive.
Blommenholm Industrier AS (“Blommenholm”) and the Norwegian Government Pension Fund (“Folketrygdfondet”), who in the aggregate held approximately 34.8% of the shares (excluding treasury shares) in Schibsted as of 11 June 2009, have agreed to subscribe for such number of new shares to which they are entitled in the Rights Offering. In addition, Schibsted has entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities Ltd. and Skandinaviska Enskilda Banken AB (publ), Oslo Branch (the “Underwriters”), pursuant to which the Underwriters have severally agreed, subject to certain conditions, to underwrite the remaining 65.2% of the new shares being offered in the Rights Offering.
The obligations of the Underwriters pursuant to the Underwriting Agreement are subject to certain conditions that are typical for an agreement of this nature. These conditions include, among others, that each of Blommenholm and Folketrygfondet have subscribed and paid for new shares consistent with their respective commitment, the accuracy of the representations and warranties in the Underwriting Agreement and satisfaction of certain other customary conditions. The Underwriters may terminate the Underwriting Agreement prior to the closing date for the Rights Offering in certain specified circumstances that are typical for an agreement of this nature. These include the occurrence of certain material adverse changes in the condition (financial or otherwise), business affairs, results or prospects of Schibsted and its subsidiaries and certain changes in, among other things, certain national or international political, financial or economic conditions. If any of these conditions are not satisfied or any of these events occurs, or the Underwriting Agreement is terminated, prior to the closing date, then the Rights Offering will, unless fully subscribed, be withdrawn.
Shareholders resident in jurisdictions where the prospectus may not be distributed and/or with legislation that prohibits or otherwise restricts the subscription of new shares (“Ineligible Persons”), may not subscribe for new shares in the Rights Offering. For technical reasons, a book entry indicating subscription rights will initially be made on the VPS accounts of all shareholders, including Ineligible Persons. Schibsted will, however, instruct SEB Enskilda AS (the “Receiving Agent”) to withdraw subscription rights from the VPS accounts of shareholders identified as Ineligible Persons. Shareholders who believe their subscription rights have been incorrectly withdrawn should contact the Receiving Agent. The Receiving Agent will use commercially reasonable efforts to procure that the subscription rights withdrawn from the VPS accounts of Ineligible Persons are sold on behalf of, and for the benefit of such Ineligible Persons during the subscription period, provided that the Receiving Agent is able to sell the subscription rights at a price at least equal to the anticipated costs related to the sale of such subscription rights. The net proceeds from any such sales (after deduction of all costs incurred in connection with the sales) will be paid to the Ineligible Person on a pro rata basis by crediting the bank accounts registered in the VPS for each Ineligible Person, provided that if the net proceeds attributable to such Ineligible Person is less than NOK 10, such amount will be paid to Schibsted. There can be no assurance that the Receiving Agent will be able to sell the subscription rights at a profit. Neither Schibsted nor the Receiving Agent will procure any sale of subscription rights not utilised before the expiration of the subscription period except as set forth above with respect to Ineligible Persons.
Oslo, 11 June 2009