TRS agreement and contemplated sale of existing shares in Adevinta ASA

Schibsted ASA (SCHA/SCHB) , Published 30/11/2022 16:39:39


Background for the transactions:

“Following the spin-off and listing of Adevinta in 2019, and Adevinta’s acquisition of eBay Classifieds Group in 2021, Schibsted currently owns approx. 33% of Adevinta. During our tenure as a major shareholder, Schibsted has contributed to Adevinta’s strong growth journey. As communicated previously, our shareholding in Adevinta is financial and we will over time reduce our exposure, focusing on value creation for our shareholders.

With this background, we will today enter into a total return swap (TRS) in the size of 3% of Adevinta’s issued shares. In addition, we have decided to explore a potential block sale of approx. 2% of Adevinta’s issued shares.

In line with Schibsted’s disciplined capital allocation policy, proceeds from these transactions will primarily be used for two things: Firstly, to strengthen our financial position by reducing our net interest-bearing debt (NIBD) and leverage ratio to approx. 2x NIBD/EBITDA, and secondly for initiating a share buyback programme of up to 4% of Schibsted’s issued shares. A share buyback program represents a significant value creation potential for our shareholders given the current market valuation of Schibsted. Details of the share buyback programme will be announced over the next few days.

Following these transactions, Schibsted will remain a major and supporting owner of Adevinta with two members represented on the Board of Directors. Together with Adevinta’s Management and the Board, Schibsted will strive to realise Adevinta’s strategic ambitions and the value potential represented by the profitable growth expectations going forward,” CEO Kristin Skogen Lund says.

Contemplated sale of existing shares in Adevinta ASA:

Schibsted ASA (“Schibsted”) has retained Arctic Securities AS and DNB Markets, a part of DNB Bank ASA (the “Managers”) to explore a potential block sale of existing shares in Adevinta ASA (“Adevinta”) through a private placement (the “Offering”).

Schibsted is contemplating selling approx. 24,498,860 shares in Adevinta (equal to approx. 2.0% of Adevinta’s issued shares). The price in the Offering will be set through an accelerated bookbuilding process and will be denominated in NOK. Schibsted reserves the right, at its own discretion, to sell fewer shares or no shares at all in the Offering.

The bookbuilding period in the Offering will commence today, 30 November 2022 at 16:30 CET and will close on 1 December 2022 at 08:00 CET. Schibsted may, at its sole discretion, extend or shorten the bookbuilding period at any time and for any reason without notice. If the bookbuilding period is extended or shortened, the other dates referred to herein might be changed. The Offering is expected to be priced and allocated before 09:00 CET on 1 December 2022 (T). The settlement in the Offering will be conducted on a normal delivery-versus-payment basis (DVP T+2).

Schibsted currently holds 406,050,523 shares in Adevinta (equal to approx. 33.1% of Adevinta’s issued shares). Schibsted will enter into a 90-day customary lock-up with the Managers following the completion of the Offering for any of the shares Schibsted currently holds in Adevinta which are not sold as part of the Offering or part of the total return swap (as defined below).

The minimum order and allocation in the Offering have been set to the NOK equivalent of EUR 100,000. The Managers may, however, offer and allocate an amount below the NOK equivalent of EUR 100,000 in the Offering to the extent exemptions from prospectus requirements, in accordance with Regulation (EU) 2017/1129 and ancillary regulations, are available.

The Offering has not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and will be made pursuant to applicable exemptions from the obligation to publish a prospectus in Norway as well as exemptions from the U.S. Securities Act and the securities laws of other applicable jurisdictions. 

Total return swap agreement relating to shares in Adevinta:

Schibsted will enter into a total return swap (“TRS”) with Danske Bank A/S (“Danske”) with financial exposure to 36,748,289 shares in Adevinta. The expiry date of the TRS agreement is expected to be 6 December 2023. As part of the TRS, Schibsted will sell 36,748,289 shares in Adevinta (equal to approx. 3% of Adevinta’s issued shares) to Danske.

Schibsted is represented on the Board of Directors of Adevinta by Kristin Skogen Lund and Aleksander Rosinski. 

Advokatfirmaet Wiersholm AS is acting as legal advisor to Schibsted.

For more information about the Offering please contact the Managers:
Arctic Securities AS:  
+47 21 01 30 70

DNB Markets, a part of DNB Bank ASA: 
+47 24 16 90 20

Disclosure regulation:
This information is considered to include inside information pursuant to the EU Market Abuse Regulation article 7 and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Jann-Boje Meinecke, Head of IR at Schibsted, on 30 November 2022 at 16:40 CET.

Important notices:
This announcement is not and does not form a part of a prospectus or any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in the United States of America or in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Accordingly, this announcement is not for public release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), except to “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be registered under the Securities Act, and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or its securities in the United States or to conduct a public offering of securities in the United States.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 as amended together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are “qualified investors” within the meaning of the Prospectus Regulation as amended by The Prospectus (Amendment etc.) (EU Exit) Regulations 2019, and which forms part of English law by virtue of the European Union (Withdrawal) Act 2018, and that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

None of the Managers or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this release (or whether any information has been omitted from the release) or any other information relating to the Company, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this release or its contents or otherwise arising in connection therewith.

The Managers are acting on behalf of Schibsted and no one else in connection with the Offering and will not be responsible to any other person for providing the protections afforded to clients of the Managers or for providing advice in relation to the Offering.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgement. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company.

Alternative performance measures used in this release are described and presented in the section Definitions and reconciliations in the quarterly report.

Oslo, 30 November 2022