Fulfilment of Regulatory Approvals Condition and Settlement Notification for Voluntary Offer in Adevinta Asa

NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, HONG KONG, NEW ZEALAND, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE PRIOR APPROVAL

24 April 2024

Reference is made to the offer document dated 22 December 2023 (the "Offer Document") for the voluntary offer for all issued and outstanding ordinary class A shares (the "Shares") in Adevinta ASA ("Adevinta" or the "Company") (such offer, the "Offer") by Aurelia Bidco Norway AS (the "Offeror"). Reference is further made to the stock exchange announcements dated 12 February 2024 and 22 February 2024 regarding the final results of the voluntary offer respectively, whereby the Offeror announced that the condition for completion of the Offer relating to "Minimum Acceptance", as set out in section 3.3 (i) (Closing Conditions) of the Offer Document, has been satisfied. 

The Offeror hereby announces that the conditions set out in the Offer Document under section 3.3 (Closing Conditions) (i), (ii) and (iii), including the receipt of all required regulatory approvals, as set out in section 3.8 (Regulatory Approvals), have been satisfied. Accordingly, this announcement constitutes the "Settlement Notification" pursuant to section 3.5 and 3.10 of the Offer Document. 

Settlement of the Offer will, subject to applicable law, remain subject to the following Closing Conditions: (iv) "Ordinary conduct of business", (v) "No material breach", (vi) "No legal action" and (vii) "No Material Adverse Change", as set out in section 3.3 (Closing Conditions), until settlement of the Offer. 

In accordance with section 3.5 (Announcements and amendments to the Offer) of the Offer Document, the Offeror hereby announces that the settlement of the Offer is expected to be made to shareholders having accepted the offer (each such shareholder an "Accepting Shareholder") on 29 May 2024. 

Each Accepting Shareholder who has elected to receive cash consideration (the "Cash Consideration") will receive NOK 115 per Share paid in cash. Settlement of the Cash Consideration will be made in accordance with Section 3.10.1 of the Offer Document. 

Each Accepting Shareholder who has chosen to receive depository receipts (the "Depository Receipts") representing shares in an indirect parent company of the Offeror (the "Issuer"), by way of opting for the 100% Share Alternative (as defined in the Offer Document) or the 50% Share Alternative (as defined in the Offer Document), will receive such Depository Receipts representing the same number of shares in the Issuer by way of entering into a subscription and issuance agreement between the Dutch foundation issuing the Depository Receipts (the "Foundation") and the Accepting Shareholder, and by the relevant Accepting Shareholders being listed as holder of the relevant number of Depository Receipts in the register of depository receipts of the Foundation.

As further described in section 3.4 (Procedures for accepting the Offer) in the Offer Document, Accepting Shareholders who have opted for one of the Share Alternatives (as defined in the Offer Document), must issue a power of attorney to the Receiving Agent for the execution of the subscription and issuance agreement for the Depository Receipts. The power of attorney (together with an Authority Statement (as defined in the Offer Document), if applicable) must be received by the Receiving Agent on or before to the sixth Business Day (as defined in the Offer Document) prior to the settlement date 29 May 2024, being 16 May 2024. In the event that such power of attorney has not been received by the Receiving Agent within 16 May 2024, the relevant Accepting Shareholder will be deemed to have accepted, and will receive, Cash Consideration for its Shares instead of Depository Receipts. A template of the power of attorney is included in the Offer Document and available at the following webpage: www.abgsc.com.

Upon completion of the Offer, subject to the Closing Conditions, the Offeror intends to proceed with a compulsory acquisition of the remaining shares in Adevinta pursuant to section 4-25 of the Norwegian Public Companies Act and section 6-22 of the Norwegian Securities Trading Act and consequently proceed with steps to delist the Company from the Oslo Stock Exchange. Further announcements will be made if and when appropriate.

For further information, visit: www.abgsc.com

Advisers
ABG Sundal Collier ASA and Goldman Sachs Bank Europe SE, Amsterdam Branch are acting as financial advisers to the Offeror in the process. Freshfields Bruckhaus Deringer LLP, Latham & Watkins LLP and Wikborg Rein Advokatfirma AS are acting as legal advisers to the Offeror in the process. 

Contacts
International media relations

Carl Leijonhufvud, Permira
Carl.Leijonhufvud@Permira.com  
+44 (0) 7586 695 549

James Williams, Permira
james.williams@Permira.com
+44 (0) 7747 006 407

Rebecca Flower, Blackstone
Rebecca.Flower@Blackstone.com  
+44 (0)7918 360372

Stephen Lewis, Blackstone
Stephen.M.Lewis@Blackstone.com 
+44 (0)7780 057345

Norwegian media
Marte Ramuz Eriksen, Zynk
mre@zynk.no
+47 952 21 425

Swedish media
Birgitta Henriksson, Fogel & Partners
birgitta.henriksson@fogelpartners.se 
+46 (0)708 128 639

For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.

Important notice
This announcement and any related Offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by the Investors. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
This announcement is for informational purposes only and is not a tender offer document and, as such, is not intended to constitute or form any part of an offer or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The offer period under the Offer has expired. Accordingly, investors may no longer accept the Offer. Offers have not been and will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway.
The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. The Offer Document and related acceptance form will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia, New Zealand, South Africa, Hong Kong and Japan. The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons in the United States should review "Notice to U.S. Holders" below. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

Goldman Sachs Bank Europe SE, Amsterdam Branch is acting exclusively for Aurelia Netherlands Midco 2 B.V. (as an indirect parent of the Offeror) and no one else in connection with the Offer and will not be responsible to anyone other than Aurelia Netherlands Midco 2 B.V. for providing the protections afforded to clients of Goldman Sachs Bank Europe SE, Amsterdam Branch, nor for providing advice in connection with the Offer or any other matters referred to in this document.

Forward-looking statements
This announcement, verbal statements made regarding the Offer and other information published by the Offeror may contain certain statements about the Company and the Offeror that are or may be forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "may", "will", "seek", "continue", "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe" or other words of similar meaning. Examples of forward-looking statements include, among others, statements regarding the Company's or the Offeror's future financial position, income growth, assets, impairment charges, business strategy, leverage, payment of dividends, projected levels of growth, projected costs, estimates of capital expenditures, and plans and objectives for future operations and other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, Norwegian domestic and global economic and business conditions, the effects of volatility in credit markets, market-related risks such as changes in interest rates and exchange rates, effects of changes in valuation of credit market exposures, changes in valuation of issued notes, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigations, the success of future acquisitions and other strategic transactions and the impact of competition – a number of such factors being beyond the Company's and the Offeror's control. As a result, actual future results may differ materially from the plans, goals, and expectations set forth in these forward-looking statements.
Any forward-looking statements made herein speak only as of the date they are made. Except as required by law, the Offeror disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in the Offeror's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Notice to U.S. shareholders
The Offer and the distribution of this announcement and other information in connection with the Offer are made available to shareholders in the United States of America (the "U.S." or "United States"), and to U.S. persons, in compliance with applicable U.S. securities laws and regulations, including section 14(e) and Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"). The Depository Receipts have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state or jurisdiction in the United States and may not be offered or sold in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act or in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Consequently, Depository Receipts are not being offered, sold or delivered, directly or indirectly, in or into the United States or to U.S. persons, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. Depository Receipts will only be made available in the United States to QIBs (as defined in Rule 144A under the U.S Securities Act ("Rule 144A") or Accredited Investors (as defined in Rule 501(a) under the U.S. Securities Act) in transactions that are exempt from the registration requirements of the U.S. Securities Act and in compliance with any applicable U.S. state "blue sky" securities laws. Such shareholders will be required to make such acknowledgements and representations to, and agreements with, the Issuer as the Issuer may require to establish that they are entitled to receive Depository Receipts. The Depository Receipts will only be sold to persons outside the United States in accordance with Regulation S of the U.S. Securities Act. U.S. investors who are unable to receive Depository Receipts may only elect to receive cash consideration.

None of the Depository Receipts, the Offer Document, the acceptance form or any other document relating to the offering of Depository Receipts, has been approved or disapproved by the U.S. Securities and Exchange Commission (the "SEC"), any state securities commission in the United States or any other U.S. regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in the Offer Document and the merits of the Offer. Any representation to the contrary is a criminal offence in the United States.

In accordance with normal Norwegian practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, the Offeror or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Adevinta shares outside of the United States, other than pursuant to the Offer. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in Norway and will be reported to an officially appointed mechanism of Oslo Stock Exchange and will be available on the Oslo Stock Exchange' website: https://www.euronext.com/en/markets/oslo.

The United Kingdom
In the United Kingdom (the "UK"), this announcement is only being distributed to and is only directed at persons who are also (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 companies and other persons falling within Article 49(2)(a) to (d) of the Order; or (iii) persons to whom distributions may otherwise lawfully be made, (all such persons together being referred to as "Relevant Persons"). In the UK, the Depository Receipts are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares will be engaged in only with, Relevant Persons. Any such person who is not a Relevant Person should not act or rely on this announcement or any of its contents. This announcement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

The European Economic Area
This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area which has implemented the Prospectus Regulation (EU) (2017/1129, as amended, the "Prospectus Regulation") (each, a "Relevant State") will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Relevant State, from the requirement to publish a prospectus for offers of securities. Accordingly, any person making or intending to make any offer in that Relevant State of securities, which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Offeror to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Offeror, the Investors nor any of the advisors have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by the Offeror which constitute the final placement of the securities contemplated in this announcement. Neither the Offeror, the Investors nor any of the advisors have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises to publish or supplement a prospectus for such offer.

The issue, subscription or purchase of Depository Receipts in the Issuer is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Issuer, the Offeror nor their advisors assume any responsibility in the event there is a violation by any person of such restrictions.

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This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act

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