Subject to the terms and conditions of the Transaction, the Company shall acquire the Target against consideration in the form of cash and a total of 539,994,479 new shares in the Company (the “Consideration Shares”). The Consideration Shares will comprise 342,474,251 new ordinary shares with voting rights (the “Listing Shares”) and 197,520,228 new shares in a separate share class without voting rights.
Adevinta hereby announces publication of a prospectus dated 23 December 2020 (the “Prospectus”) relating to the listing on Oslo Børs (the “Oslo Stock Exchange”) of the Listing Shares. The Listing Shares will be issued and admitted to trading and listed on the Oslo Stock Exchange upon (and subject to) completion of the Transaction, expected during first quarter of 2021.
The Prospectus is available here
The Prospectus will also be available at the offices of the Company.
For further information, please contact:
Marie de Scorbiac
VIP Investor Relations & Corporate Affairs
T: +33 (0) 6 84 30 52 76
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company.
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.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act“) or the securities laws of any U.S. state, 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 in the United States or any U.S. state or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.
In any EEA Member State and the United Kingdom (each a “Relevant State”), this communication is only addressed to and is only directed at qualified investors (as defined in the Prospectus Regulation) in that Relevant State, i.e., only to investors who can receive the offer without an approved prospectus in such Relevant State. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State, including Commission Delegated Regulation (EU 2019/980)):
This communication is only being distributed to and is only directed at qualified investors in the United Kingdom that are (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom this communication may otherwise lawfully be communicated under 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. In the United Kingdom, 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. Any person who is not a relevant person may not act or rely on this communication or any of its contents.
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 Company 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 its control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this presentation are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this presentation or any obligation to update or revise the statements in this presentation to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
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 of the Company.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This information is subject to disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.