The Board of directors of Schibsted ASA (“Schibsted” or the “Company”, ticker: SCH) has in accordance with the decision announced on 18 September 2018 resolved to propose to demerge its international online classifieds operations into a separate listed company (referred to as “MPI”).
The demerger is subject to approval by an extraordinary general meeting of Schibsted to be held on 25 February 2019 at 09:00 hours in Schibsted’s premises in Oslo. The Notice of the extraordinary general meeting and the Demerger plan are attached.
The Board of Directors of Schibsted believes that the separation will improve the two entities’ ability to pursue distinct growth strategies:
Schibsted going forward
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Focus on leveraging the broad digital footprint and deep consumer insights in the Nordics.
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Unrivalled Nordic marketplaces leadership positions through Finn.no, Blocket.se and Tori
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World class leading digital media brands
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Strong growth in fast developing consumer finance operations, like Lendo, and price comparison services like Prisjakt
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Proven financial performance and track record
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Multiple growth avenues and ambitions to incubate new growth businesses
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Long term supportive shareholder of MPI
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Longstanding management team with proven track record
MPI
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A pure play multinational marketplaces business
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A leading pure play classifieds player combining global scale and local leadership
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Longstanding track record of growth and solid profitability
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Multiple opportunities for long-term growth, well positioned to drive industry consolidation
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Longstanding management team with proven track record
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Experienced Board of Directors with the combination of broad international and financial experience and specific industry knowledge. Board independence will be in accordance with international best practices and Norwegian Code of Practice for Corporate Governance. Sophie Javary, Vice-Chairman CIB EMEA at BNP Paribas, has been appointed Board member, in addition to previously announced Orla Noonan, Kristin Skogen Lund, Peter Brooks-Johnson and Terje Seljeseth.
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Backing by Schibsted as a long-term supportive shareholder
The separation should thus increase each entity’s ability to enhance long term value, grow business and attract and retain top talent.
Schibsted and MPI will have a target range over time for net interest-bearing debt (NIBD) divided by EBITDA (adj.) of 1-3. MPI will target a ratio of net interest-bearing debt (NIBD) divided by EBITDA (adj.) of 1-4, but being above 3 there should be a plan of bringing the gearing down to below 3 within a defined period. After the demerger there will be limited debt in both companies. Further details regarding the capital allocation strategy will be part of the market communication ahead of the demerger.
Schibsted has prepared an information brochure for the demerger, which will be available here https://schibsted.com/ir/ipo/ from around 14:00 CET today, 24 January 2019.
Information about the demerger:
Schibsted has established MPI as a wholly-owned subsidiary for the purposes of the demerger, which will assume Schibsted’s activities in international online classifieds business (excluding the Nordics). MPI will apply for listing of its shares on the Oslo Stock Exchange. The final name of MPI’s will be announced prior to the listing.
Due to legal constraints, MPI will initially inherit Schibsted’s share structure with A- and B-shares carrying different voting rights. However, Schibsted, as a majority owner will, support a simplified governance structure without ownership or voting limitations and an amalgamation into only one share class in due course.
Upon completion of the demerger, shares representing 35% of the total number of shares in MPI will be issued to Schibsted shareholders as consideration in the demerger. Holders of A shares in Schibsted will receive one A share in MPI for each A share held in Schibsted, and similarly, holders of B shares in Schibsted will receive one B shares in MPI for each B share held in Schibsted. Schibsted will upon completion of the demerger hold the remaining 65% of the shares in MPI. Provided that prevailing market conditions so permit, Schibsted intends to sell down 5% MPI shares in the market.
A demerger plan has been prepared jointly by the board of directors of Schibsted and MPI. The demerger plan is attached to the notice for the extraordinary general meeting.
Timetable
Indicative key dates for the demerger and the listing of MPI on the Oslo Stock Exchange are as follows:
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Extraordinary general meeting of Schibsted to consider the demerger proposal: 25 February 2019
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Capital Markets Day for Schibsted and MPI: 7 March 2019 in London
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Last day of trading of Schibsted-shares inclusive of the right to MPI shares: 9 April 2019
Completion of the demerger by registration in the Norwegian Register of Business Enterprises: 9 April 2019 -
First day of trading in Schibsted-shares exclusive of right to consideration shares in MPI: 10 April 2019
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First day of trading of MPI shares on the Oslo Stock Exchange: 10 April 2019
Except for the date of the extraordinary general meeting, the above dates are indicative only, and may change.
As part of the listing process, MPI will prepare and publish a prospectus in accordance with applicable laws and regulations.
Contact person:
Jo Christian Steigedal, VP Head of IR. Tel: +47 415 08 733, email: jcs@schibsted.com
Oslo, 24 January 2019
SCHIBSTED ASA
Jo Christian Steigedal
Head of IR