Adevinta ASA intends to apply for a listing on Oslo Børs

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Oslo, 25 March 2019: Adevinta ASA ("Adevinta" or the "Company") today announces its intention to launch an Initial Public Offering (the "IPO") of its shares and to apply for a listing of its shares on Oslo Børs.

Transaction Background

• The IPO follows the reorganization announcement by Schibsted ASA in September 2018 and the General Meetings' approval to spin-off Adevinta (previously called MPI) by way of a demerger on 25 February 2019
• In conjunction with the IPO, Schibsted and the Tinius Trust intend to sell B-shares in Adevinta (to be issued at the completion of the spin-off) to contribute to liquidity in Adevinta's shares and to facilitate investment in Adevinta by non-Schibsted shareholders (the "Offering")
• The concurrent spin-off and IPO will further support Adevinta's strategy and growth plan, and is expected to secure a sustained strong, diverse and long-term shareholder base. Furthermore, the IPO is expected to enhance Adevinta's ability to be an active participant in international consolidation and expansion options
• Schibsted intends to remain as a long-term supportive owner and will support a simplified governance structure with an amalgamation into one ordinary share class by 2019 year end, subject to EGM approval

Adevinta highlights

• Significant global market opportunity with presence in highly attractive geographies
• Attractive business model - strong network effects, defensible market positions and winner-takes-most market characteristics
• Leading marketplace player - combining local leadership, high growth and global scale
• Local expertise powered by data and technology at scale
• Longstanding track record of growth and profitability - 19% combined operating revenues growth^[1],[2] and 25% EBITDA margin^2,[3]
• Multiple opportunities for long-term growth and well positioned to drive industry consolidation

Offering highlights

• In connection with the listing and provided that prevailing market conditions so permit, Schibsted intends to sell up to 5% of the outstanding shares in Adevinta in the form of B-shares (to be issued at the completion of the spin-off). The reasons for Schibsted's sale of shares are to contribute to liquidity in Adevinta's shares and to facilitate for the investment in Adevinta by non-Schibsted shareholders
• For the same reasons and provided that prevailing market conditions so permit, the Tinius Trust, which is the largest shareholder in Schibsted through Blommenholm Industrier AS, intends to sell a number of shares in Adevinta corresponding to up to 5% of its direct shareholding in Adevinta in the form of B-shares (to be issued at the completion of the spin-off), expected to represent 0.4% of the outstanding shares in Adevinta
• In aggregate, the sale of Adevinta B-Shares by Schibsted and Tinius Trust, via Blommenholm Industrier AS, is expected to represent up to 5.4% of the outstanding shares in Adevinta (the "Base Offering")
• In addition, Schibsted and Tinius Trust, via Blommenholm Industrier AS, are expected to provide a customary overallotment option of 15% of the Base Offering which, if fully exercised, would result in a total offering size of up to 6.2% of the outstanding shares in Adevinta
• The offering is expected to comprise a public offering to institutional and retail investors in Norway and a private placement to certain institutional investors internationally
• The Selling Shareholders and the Company will be subject to a 180 day lock-up period from the first day of trading and listing, subject to certain exceptions
• The Board Members and the Management are subject to a 360 days lock-up period from the first day of trading and listing, subject to certain exceptions
• Further announcements relating to the process will be made in due course. Subject to prevailing equity capital market conditions and receiving, inter alia, relevant approvals from Oslo Børs and the Financial Supervisory Authority of Norway, Adevinta is still aiming for first day of trading and listing on the Oslo Stock Exchange on 10 April 2019
• 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. Advokatfirmaet Wiersholm AS and Cleary Gottlieb Steen & Hamilton LLP are acting as legal advisors to the Company. Advokatfirmaet BAHR AS and White & Case LLP are acting as legal advisors to the Joint Bookrunners

Financial highlights

Key strengths

• Marketplaces are a fast-growing and attractive global industry
  • The total global classified market is estimated to have a value of ~USD 18 billion in 2017 based on revenue according to Statista^[5]. Further, Statista forecasts that the total global classified market will grow at a compound annual growth rate (CAGR) of 8.6% during the period 2017-2022, which would result in a value (based on revenue) of ~USD 27 billion by 2022
  • Globally, the online classified market is benefitting from trends such as the shift towards online advertising, increasing digitalization of commerce and the proliferation of mobile devices
  • Adevinta has diversified exposure to large markets in Europe (France and Spain in particular), and selective emerging markets in North Africa and Latin America, such as Brazil, that Adevinta believes have strong growth potential
    
    
• Marketplace business model benefits from many attractive characteristics
  • Marketplaces provide significant benefits to both users and listers by facilitating efficient matchmaking
  • Adevinta's individual marketplaces benefit from positive network effects and improvement in liquidity with increase in scale
  • Marketplaces gain from winner-takes-most attributes and therefore create market leadership positions
  • Leading marketplaces can increase investment in R&D to enhance their products and improve user experience and engagement
  • Marketplaces have a high degree of operating leverage and low capital expenditure requirements
     
• Solid leadership positions across generalist and vertical segments in Adevinta's markets and one of the fastest growing marketplaces groups globally
  • Adevinta occupies strong leadership positions across user traffic and ad listings in its major markets (France, Spain and Brazil), both in the generalist and vertical categories (real estate, cars and jobs)
  • Globally, Adevinta is amongst the fastest growing marketplaces groups with 19% operating revenues growth^[6]
     
• Combination of global scalable tech components and data powered by strong product development capabilities
  • Adevinta's  investments in R&D and product development, driven by local and central technology teams, are leveraged and deployed across various platforms
  • Adevinta's global footprint facilitates the combination of local product and tech capabilities with the benefits of centralized scalable components and data
  • Adevinta intends to harness the variety of data collected across its platforms to increase personalisation and value delivery for its marketplaces participants
     
• Longstanding track record of growth and profitability coupled with significant future growth potential
  • Adevinta has grown its combined operating revenues by 19% CAGR^[7] between 2016 and 2018. During the same period, EBITDA has grown by 56% CAGR^7,[8] and EBITDA margin has increased by 10.7 percentage points to 25.4% in 2018^7,8
  • Adevinta aims to continue to drive growth by improving matching performance across its marketplaces, pursuing further value creation in verticals, driving data and tech convergence and targeting innovation in adjacent markets
  • Adevinta has a history of strategic M&A and intends to continue to drive value creation through inorganic moves, as appropriate
    
    
• Experienced management team with a strong track record of digital transformation backed by a long-term shareholder
  • Adevinta is headed by the former CEO of Schibsted, Rolv Erik Ryssdal, providing the management team with long-term experience in the marketplaces industry, managing large acquisitions and accessing the capital markets
  • The executive management team of Adevinta will also be supported by country-level management teams with extensive internal and external experience and a track record of successful digital transformation
  • In addition, the management team will be overseen by an experienced Board of Directors, which combines broad international and financial experience with specific industry knowledge

Management and board

• Adevinta has assembled an experienced and well qualified management team led by Rolv Erik Ryssdal, who was CEO of Schibsted from 2009 to 2018 and whose other executive positions in Schibsted, included head of Schibsted Classified Media. Rolv Erik Ryssdal will be supported by Uvashni Raman as CFO and a team of divisional heads, including:
  • Antoine Jouteau (CEO France)
  • Gianpaolo Santorsola (CEO Spain)
  • Ovidiu Solomonov (SVP Global Markets)
• The Adevinta Board of Directors is chaired by Orla Noonan, who has extensive experience in content and media at Groupe AB, Paris, holding various management positions including Vice President and Secretary of Groupe AB responsible for finance, M&A and regulatory affairs
• In addition to the chair director, the Board consists of a further five directors with substantial Board-level experience, namely:
  • Kristin Skogen Lund (CEO Schibsted)
  • Sophie Javary (Vice-Chairman CIB EMEA, BNP Paribas)
  • Peter Brooks-Johnson (CEO Rightmove)
  • Fernando Abril-Martorell Hernández (Executive Chairman of Grupo Indra)
  • Terje Seljeseth (Chief analyst at the Tinius Trust, former CPO of Schibsted ASA and CEO of Schibsted Classified Media)

Enquiries

Trond Berger, CFO in Schibsted. Tel: +47 916 86 695

Jo Christian Steigedal, VP Investor Relations in Schibsted. Tel: +47 415 08 733

About Adevinta ASA

Adevinta is a major global online classifieds company with generalist, real estate, cars, jobs and other marketplaces in 16 countries connecting buyers, seeking goods or services, with a large base of sellers. Its portfolio spans 36 different products and online classifieds sites and attracts an average of more than 1.5 billion^[9] monthly visits across markets with a combined population of 800 million^[10] people.

Important Notice

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.

Stabilisation: FCA/ICMA.

This document is an advertisement and is not a prospectus for the purposes of the Prospectus Directive. A prospectus prepared pursuant to the Prospectus Directive will be published, which, when published, can be obtained from the website of the Company (www.adevinta.com), www.jpmorgan.com, www.seb.no, www.arctic.com and at business addresses of the Company (Grensen 5, 0159 Oslo, Norway) and of the Managers, J.P. Morgan 25 Bank Street, Canary Wharf, London E14 5JP, United Kingdom, Skandinaviska Enskilda Banken AB (publ), Oslo branch, Filipstad Brygge 1, 0252 Oslo, Norway and Arctic Securities AS (Haakon VIIs gate 5, 0161 Oslo, Norway). Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus.

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.

The Information 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 each Company'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.