Released 09.09.2015 16:32

Schibsted ASA (SCHA/SCHB) – Schibsted announces offering of B-shares

Schibsted ASA (“Schibsted” or “the Company”) announces an offering of up to 10,800,361 B-shares, equal to 5% of the existing share capital of the Company (the “Offering”) or 10% of the existing B-shares outstanding. The Offering will consist of a private placement to institutional investors in Norway and internationally, subject to applicable exemptions from relevant registration, filing and prospectus requirements. The minimum application and allocation of shares per investor in the Offering will be a NOK amount equal to EUR 100,000.

The Company’s overall strategy remains firm; to continue to pursue growth in Online classifieds, develop world class digital media houses and to leverage digital ecosystems to accelerate adjacent growth models. The Company is ramping up its technology portfolio and capabilities in order to take out the full synergy potential across all business areas.

The purpose of the placement is to strengthen the Company’s capital base for current and future strategic acquisitions within the Online Classifieds (“OLC”) segment. Schibsted believes that taking part in consolidation initiatives and potential structural changes in OLC markets is highly value accretive. In order to secure the necessary financial flexibility, Schibsted announced the creation of a B-share class on 17 April 2015. This created a tool with which Schibsted can access the equity market efficiently. Since the announcement of the B-share, Schibsted has announced four new transactions in the OLC segment, including the acquisition of Hemnet (not concluded), the acquisition of Anumex in Mexico, the buy-out of its joint venture partner in Avito Morocco and the establishment of a new company joining forces with Distilled Media in Ireland. The ownership share in the native mobile app Shpock has also been increased from 82 to 91 percent. It is Schibsted’s ambition to continue to actively pursue value enhancing transactions, particularly in existing markets, and several opportunities might arise in the time to come. The Group’ strategy is to maintain a prudent balance sheet profile, consistently with our stated target leverage in normal circumstances of no more than 2x EBITDA, in order to be agile and able to act on these potential opportunities when they may arise. The proposed placement is therefore fully consistent with the stated aim of using B-shares to support value-accretive growth initiatives by the Company.

Schibsted has retained Skandinaviska Enskilda Banken AB (publ.) Oslo branch (“SEB”) and Goldman Sachs International (“GS”) as joint bookrunners in connection with the Offering (jointly the “Managers”). As part of the Offering, Schibsted has entered into a placement agreement with the Managers.

The subscription price will be determined through an accelerated book-building process. The book-building period will commence immediately and is expected to close on September 9, 2015 with settlement expected to occur on or around 14 September 2015. The Company may, however, at any time close or extend the book-building period at its discretion.

Schibsted has entered into a share lending agreement with its largest shareholder, Blommenholm Industrier, in order to facilitate delivery of the shares allocated in the Offering on a delivery versus payment basis. As a result, the Offering will be settled with existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange. After newly issued shares are fully paid and duly registered with the Norwegian Register of Business Enterprises, Schibsted will redeliver these new shares to Blommenholm Industrier. The new shares to be issued in connection with the Offering will be issued pursuant to the authorisation granted to the board of directors of the Company at the Annual General Meeting held May 8, 2015. The Offering is subject to final approval by the Company’s Board of Directors.

Schibsted has agreed not to undertake a further issue or sale of B-shares or securities convertible into such shares for a period of 90 days following settlement of the Offering with the Managers, subject to customary exceptions.

For further information, please contact:
Trond Berger, CFO. Tel: +47 916 86 695

Oslo, 9 September 2015
Schibsted ASA

Jo Christian Steigedal
Head of Investor Relations

In any EEA Member State that has implemented Directive 2003/71/EC (such Directive and amendments thereto, including Directive 2010/73/EU together with any applicable implementing measures in the relevant home Member State, the “Prospectus Directive”), this communication is only addressed to and directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

In addition, in the United Kingdom, this announcement is not being distributed, nor has it been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”), by a person authorised under FSMA and is directed only at persons (i) who are persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may lawfully be communicated (“relevant persons”). Under no circumstances should persons who are not relevant persons rely or act upon the contents of this announcement. Any investment or investment activity to which this announcement relates in the United Kingdom is available only to, and will be engaged only with, relevant persons.

This announcement is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. Schibsted ASA does not intend to register any part of the offering in the United States or to conduct a public offering in the United States of the shares to which this announcement relates.