NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
Oslo, 9 April 2019: Adevinta ASA ("Adevinta", OSE ticker "ADE") hereby announces the successful completion of the bookbuilding of the offering of B-Shares in Adevinta (the "Offering").
The Offering in summary:
- The shares in the Offering was priced at NOK 78 per B-Share.
- The Offering was oversubscribed throughout the NOK 70- NOK 82 price range on the full size of the Offering, including the over-allotment option.
- Schibsted ASA ("Schibsted") and Blommenholm Industrier AS (collectively, the “Selling Shareholders”) sold 36,893,081 B-Shares ("Sale Shares") in the Offering, representing approximately 5.4% of the total 681,147,889 issued and outstanding A and B shares of Adevinta (the "Shares") following the completion of the demergers as announced earlier today.
Schibsted sold 34,057,394 B-Shares in the Offering and thus retained ownership of 408,688,734 Shares, divided by 200,102,292 A-Shares and 208,586,442 B-Shares (equal to 60.0% of the Shares, and 65% of the votes in Adevinta), prior to exercise of the over-allotment option. Blommenholm Industrier AS sold 2,835,687 B-Shares in the Offering and retain owners hip of 53,878,052 Shares, divided by 28,121,715 A-Shares and 25,756,337 B-Shares (equal to approximately 7.9% of the Shares and approximately 9.1% of the votes in Adevinta), prior to exercise of the over-allotment option.
- The Managers (as defined below) have over-allotted 5,533,962 B-Shares (the "Additional Shares", and together with the Sale Shares, the "Offer Shares"), representing approximately 15% of the number of Sale Shares sold in the Offering, and have exercised their option to borrow an equal number of shares from the Selling Shareholders for the purpose of facilitating such over-allotments. In case of full exercise of the over-allotment option (as described below) by the Managers, Schibsted will retain an ownership in Adevinta of approximately 59.3% and Blommenholm Industrier AS will own approximately 7.8% of the Shares in Adevinta.
- The free float of Adevinta following completion of the Offering will be approximately 40% if the over-allotment option is not exercised and approximately 40.7% if the over-allotment is exercised in full.
- Trading of the Shares in Adevinta on the Oslo Stock Exchange will commence on 10 April 2019 under the tickers "ADEA" and "ADEB" for the A-Shares and B-Shares, respectively.
A total number of 42,427,043 Offer Shares (including the Additional Shares) were allocated in the Offering, representing approximately 6.2% of the Shares.
Notifications of allocated Offer Shares and the corresponding amount to be paid by investors are expected to be communicated to investors on or about 10 April 2019, by issuing allocation notes to the applicants by mail or otherwise. Investors who have access to investor services through their VPS account manager should be able to see how many Offer Shares they have been allocated from on or about 10 April 2019. The Managers may also be contacted for information regarding allocation, payment and delivery of the Offer Shares.
As further described in the Prospectus, the Selling Shareholders have granted the Managers an over-allotment option, exercisable by J.P. Morgan Securities plc as stabilisation manager, on behalf of the Managers, within 30 days from the first day of trading to cover over-allotments or other short positions in connection with the Offering. A separate disclosure will be issued by the stabilisation manager regarding the over-allotment and stabilisation activities.
J.P. Morgan Securities Plc and Skandinaviska Enskilda Banken AB (publ), Oslo branch are acting as Joint Global Coordinators and Joint Bookrunners, and Arctic Securities AS is acting as Joint Bookrunner and Financial Advisor to the Tinius Trust (collectively, the "Managers").
Advokatfirmaet Wiersholm AS (as to Norwegian law) and Cleary Gottlieb Steen & Hamilton LLP (as to English and US laws) are acting as legal counsels to Adevinta and Schibsted, while Advokatfirmaet BAHR AS (as to Norwegian law) and White & Case LLP (as to English and US laws) are acting as legal counsels to the Joint Bookrunners.
For further queries, please contact:
Jo Christian Steigedal, VP Investor Relations in Schibsted. Tel: +47 415 08 733
Cassandra Lord, Director of Communications, Adevinta. Tel: +44 7809 214 347
About Adevinta ASA
Adevinta is a global online classifieds company with generalist, real estate, cars, jobs and other internet marketplaces in 16 countries, connecting buyers seeking goods or services with a large base of sellers. Its portfolio spans 36 digital products and websites, attracting 1.5 billion average monthly visits. Leading brands include top-ranked Leboncoin in France, InfoJobs and Milanuncios in Spain, and 50% of fast-growing OLX in Brazil.
Important Notice
These materials are not for distribution, directly or indirectly, in or into Australia, Canada, the Hong Kong special administrative region of the People’s Republic of China, Japan, South Africa or the United States or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in any jurisdiction where such offer or sale would be unlawful and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions.
This document is not an offer for sale of securities in the United States. Securities may not be 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 (the "Securities Act"). Adevinta does not intend to register any part of the offering in the United States or to conduct a public offering of Shares in the United States. Any securities sold in the United States will be sold only to qualified institutional buyers (as defined in Rule 144A under the Securities Act) pursuant to Rule 144A.
This document 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) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (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 connection with the Offering, J.P. Morgan (the “Stabilisation Manager”) may effect transactions on the Oslo Stock Exchange with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail for a period of 30 days following the commencement of trading. Any stabilisation action (which may or may not occur) will be conducted by the Stabilisation Manager in accordance with all applicable laws and rules and may cease at any time.
In any EEA Member State that has implemented Directive 2003/71/EC (as amended and 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 document is an advertisement and is not a prospectus for the purposes of the Prospectus Directive. The Prospectus, prepared pursuant to the Prospectus Directive, can be obtained from the website of Adevinta www.adevinta.com, www.seb.no, www.arctic.com and at Adevinta's offices (Grensen 5, 0159 Oslo, Norway). Investors should not purchase any securities referred to in this document except on the basis of information contained in the Prospectus.
The Managers and their affiliates are acting exclusively for Adevinta and Schibsted and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than Adevinta or Schibsted for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offering, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of Adevinta or related investments in connection with the Offering or otherwise. Accordingly, references in the Prospectus to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Managers and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Thus document contains forward-looking statements. All statements other than statements of historical fact included in the Information are forward-looking statements. Forward-looking statements give Adevinta’s current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business. These statements may include, without limitation, any statements preceded by, followed by or including words such as "target," "believe," "expect," "aim," "intend," "may," "anticipate," "estimate," "plan," "project," "will," "can have," "likely," "should," "would," "could" and other words and terms of similar meaning or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Adevinta's control that could cause the Companies’ actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding Adevinta’s present and future business strategies and the environment in which it will operate in the future.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.