Polaris Media ASA (POL): Successful completion of secondary placement of existing shares in Schibsted ASA

29 Oct 2024 07:32 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN OR
ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES AND THE SECURITIES
REFERRED TO HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
REGISTRATION EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT; ANY PUBLIC
OFFERING OF SUCH SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY
MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE COMPANY, WHICH WOULD CONTAIN
DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL
STATEMENTS. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED
STATES.

Oslo, 29 October 2024

Reference is made to the stock exchange notice published on 28 October 2024
regarding a potential secondary placement of existing B-class shares in
Schibsted ASA (“Schibsted” or the “Company”) by Polaris Media ASA (the
“Seller”).

The Seller has successfully sold 3,148,853 Shares in the Company, representing
approximately 1.35% of the issued and outstanding shares, equal to approximately
0.28% of the voting rights, in the Company at NOK 321 per Share (the
“Offering”).

Following completion of the Offering, the Seller holds 4,881,426 Shares in the
Company, representing approximately 2.09% of the issued and outstanding shares,
equal to approximately 0.43% of the voting rights. The Offering is unconditional
as of the time of allocation, and the sale Shares will be tradeable upon
allocation as of 29 October 2024. Settlement will take place on a delivery
versus payment basis on or about 31 October 2024.

In connection with the Offering, the Seller has committed to a 90-day lock-up
period with the Manager (defined below) for the remaining shares in Schibsted
that the Seller holds, subject to certain customary exemptions.

Polaris Media’s long-term ownership in Finn yielded outstanding value creation
as well as significant dividends over several decades. When the decision was
made to divest the 9.99% in Finn for a consideration NOK 2.5bn, it was
deliberate decision to have the settlement made in Schibsted shares.

Adjusted for dividends, Polaris Media had an unrealized value appreciation in
Schibsted B-class shares of approximately NOK 900 million prior to the
transaction. The purpose of the transaction was to right-size the exposure
towards the Schibsted share after the value appreciation. Polaris Media has firm
conviction in the Company’s future prospects.


Skandinaviska Enskilda Banken AB (publ) acted as Sole Global Coordinator and
Sole Bookrunner in connection with the Offering (the “Manager”).

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 it 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”) or (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 for
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.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as “believe”, “expect”, “anticipate”,
“strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Seller believes that these assumptions were reasonable
when made, these assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict and are beyond their control. By their
nature, forward-looking statements are subject to numerous factors, risks and
uncertainties that could cause actual outcomes and results to be materially
different from those projected. Readers are cautioned not to place undue
reliance on these forward-looking statements.

Except for any ongoing obligation to disclose material information as required
by the applicable law, the Seller does not have any intention or obligation to
publicly update or revise any forward-looking statements after it distributes
this announcement, whether to reflect any future events or circumstances or
otherwise.

None of the Company, the Seller, the Manager nor any of their respective
subsidiary undertakings, affiliates or any of their respective directors,
officers, employees, advisers, agents or any other person accepts any
responsibility whatsoever for, or makes any representation or warranty, express
or implied, as to the truth, accuracy, completeness or fairness of the
information or opinions in this announcement (or whether any information has
been omitted from the announcement) or any other information relating to the
Company, the Seller, or associated companies, 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 announcement or its contents or
otherwise arising in connection therewith.

The Manager is acting for the Seller only in connection with the Offering and no
one else, and will not be responsible to anyone other than the Seller for
providing the protections offered to clients nor for providing advice in
relation to the Offering, the contents of this announcement or any transaction,
arrangement or other matter referred to in this announcement.

In connection with the Offering, the Manager and it’s respective affiliates may
take up a portion of the shares offered in the Offering as a principal position
and in that capacity may retain, purchase, sell, offer to sell for their own
accounts such shares and other securities of the Company or related investments
in connection with the Offering or otherwise. In addition, the Manager and it’s
respective affiliates may enter into financing arrangements (including swaps or
contracts for differences) with investors in connection with the Offering, which
the Manager and it’s respective affiliates may from time to time acquire, hold
or dispose of shares of the Company. The Manager or it’s affiliates may be
lenders and/or agents under lending facilities with the Seller and may receive a
portion of the net proceeds of the Offering to repay amounts outstanding under
such facilities. The Manager does not intend to disclose the extent of any such
investment or transactions, other than in accordance with any legal or
regulatory obligations to do so.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. 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. The price and value
of securities and any income from them can go down as well as up and you could
lose your entire investment. Past performance is not a guide to future
performance. Information in this announcement cannot be relied upon as a guide
to future performance. The Manager does not, nor any of its respective
affiliates, accept any liability arising from the use of this announcement.

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