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: Reference is made to the stock exchange announcement published earlier today (9 April 2019), whereby Adevinta ASA ("Adevinta") and Schibsted ASA ("Schibsted") announced the successful completion of bookbuilding of the offering of B-Shares in Adevinta (the "Sale Shares") (the "Offering").
J.P. Morgan Securities plc as "Stabilisation Manager" may, on behalf of the Managers, engage in stabilisation activities of the B-Shares of Adevinta from 10 April 2019 to and including 9 May 2019 (the "Stabilisation Period"). Any stabilisation activities are aimed to support the market price of the Shares.
In connection with the Offering, the Managers (as defined below) have over-allotted 5,533,962 B-Shares in Adevinta to the applicants in the Offering (the "Additional Shares"), which equals approximately 15% of the number of Sale Shares sold in the Offering before over-allotments. In order to permit the delivery in respect of over-allotments made, the Stabilisation Manager, on behalf of the Managers, has borrowed, from Schibsted and Blommenholm Industrier AS (collectively, the “Selling Shareholders”), a number of B-Shares in Adevinta equal to the number of Additional Shares.
Further, the Selling Shareholders have granted to the Stabilisation Manager, on behalf of the Managers, an option, which may be exercised to acquire at a price per Share equal to the offer price in the Offering of NOK 78 (the "Offer Price") up to a number of shares equal to the Additional Shares (the "Over-Allotment Option"). The Over-Allotment Option may be exercised by the Stabilisation Manager, on behalf of the Managers, no later than the 30th calendar day following commencement of trading in the B-Shares on the Oslo Stock Exchange, as may be necessary to cover over-allotments and short positions made or created in connection with the Offering. The Managers have over-allotted B-Shares in the Offering and have thus created a short position in the B-Shares. The Stabilisation Manager, on behalf of the Managers, may close out this short position by buying B-Shares in the open market through stabilisation activities and/or by exercising the Over-Allotment Option.
The Stabilisation Manager may, from 10 April 2019, effect transactions with a view to support the market price of the B-Shares at a level higher than what might otherwise prevail, through buying B-Shares in the open market at prices equal to or lower than the Offer Price. There is no obligation on the Stabilisation Manager to conduct stabilisation activities and there is no assurance that stabilisation activities will be undertaken. Such stabilising activities, if commenced, may be discontinued at any time, and will be brought to an end at the latest at the end of the Stabilisation Period.
Any stabilisation activities will be conducted in accordance with section 3-12 of the Norwegian Securities Trading Act and the EC Commission Regulation 2273/2003 regarding buy-back programmes and stabilisation of financial instruments.
Within one week after the expiry of the Stabilisation Period, the Stabilisation Manager, on behalf of the Managers, shall publish information as to whether or not price stabilisation activities were undertaken. If stabilisation activities were undertaken, the statement will also include information about: (i) the total amount of B-Shares sold and purchased; (ii) the dates on which the stabilisation activities began and ended; and (iii) the price range between which stabilisation was carried out, as well as the highest, lowest and average price paid during the stabilisation period.
To the extent that there are any profits earned from such stabilisation transactions, the Stabilisation Manager, on behalf of the Managers, shall remit the aggregate amount of any such net profits to the Selling Shareholders.
For further details, see Adevinta's prospectus dated 1 April 2019.
Advisers
In connection with the Offering, J.P. Morgan Securities plc ("J.P. Morgan") and Skandinaviska Enskilda Banken AB (publ), Oslo branch ("SEB") 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.
Enquiries
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 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.
This 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.