Yeah, I think it's a bit after 2:00 PM. Welcome everyone to the call with Schibsted today. We just wanted to give you a possibility to address some questions after the transactions yesterday. With me today is Ragnar, our CFO, and Marlene Olson on Investor Relations team. Before we start, just a little bit of housekeeping. Ragnar will start with a very short introduction, with a comment on yesterday. Then please feel free to use the raise hand function in Zoom to ask questions. If that's not working for you from the audio side, please send me a message on the chat. With this, I think I can hand over to Ragnar.
Thank you, Malin. I will be short because I'm just so short to say that, we are of course pleased with the successful placement, and entering of the TRS yesterday. The, the reason behind and the purpose of the two transactions ...
Guys, I think you've flipped to mute.
Sorry. You were muted.
Sorry. I had some technical problems. I think we sort of were muted at the start. I sort of start up again. I start by saying that we are of course pleased by the successful placement and entering of the TRS that we did yesterday. The two transactions enable us to reduce our financial leverage, which is currently above our target range. Secondly, it will also enable us to put us in a position where we are able to do share buybacks, which we sort of given the present valuation of Schibsted think is value creative to our shareholders.
A third element is also that the TRS will give us financial flexibility while we at the same time maintain our exposure to Adevinta's share price development, showcasing that we sort of are still supportive of the strategy and further valuation potential of Adevinta. I think that is important to say. I expect us to come back to questions around the more of the technicalities around the transactions that happened yesterday. I think we open up for questions.
Just to remind you if you have a question, please use the Raise Hand function. I think you have first in line Peter, the floor is yours.
Hey, guys. I was curious, yeah, you mentioned, I'd love to just understand a little bit more of the details to exactly how the swap works?
Yes, I can go a little bit more in detail into that. We have entered into what you call a total return swap, meaning that we have sold 3% of shares in Adevinta to Danske Bank. We are through this instrument, maintaining or keeping the financial exposure to the 3%. Meaning that we sort of also then sort of underlining the continued support to the further value development of Adevinta's company. Sort of for, let's say, for doing so we are technically paying, sort of, let's say, we have a cost on that which is very much comparable to having a interest on a loan.
We are paying a sort of a certain margin on the 3%. The value of the contract as from the start of the as from yesterday. The contract runs for 12 months. We can terminate the contract prior to that. We also have the opportunity to ask Danske for an extension of the contract. Meaning that it's not sort of fixed to 100% in time that the shares will be sold in exactly four months. Yeah.
Ragnar, can I just repeat back what I think I'm hearing? Essentially you sold the 3%, you've gotten cash for that 3%. You've entered simultaneously into a swap. You are essentially saying, "We're taking the cash now for the 3%. We're still exposed to the upside or downside on those shares," and then you will choose to unwind the swap. Essentially you will set the price effectively on those shares you sold at some point in the future when you unwind the swap. You've taken-
That's correct.
the cash and maintained the exposure. Okay.
That's correct. From a cash perspective, there will not be any cash, let's say, sort of going between us and Danske unless we prolong the contract or until we terminate the contract.
Did the choice to go and swap have anything to do with the lockup terms, or is it like, was this a way around the lockup or is this entirely separate just?
It's entirely separate. It's more, sort of the what we saw feasible, so that, up against what kind of position we would like to continue to have in Adevinta, and also the up against sort of the, let's say the total amount of liquidity then that we sort of able to obtain by this.
I think also, like some people were asking, you know, what is happening with the shares which Danske holds, and basically Danske is holding these shares until the TRS expires. When the TRS expires or is terminated, basically Danske is in a normal case, selling these shares via an ABB in the market. That is normally how the process works in such a transaction. Was that fine for you, Peter? Yeah.
Yes. That was good. I'll go with another question if no one else has one.
Sure, please go ahead.
I'm just curious you know, I think historically you said you wanted to hold all the shares, waiting to see if there'd be some sort of, you know, larger transaction for the full stake. You know, with this transaction, I, I'm reading something into this transaction. I'm just curious if there's any message on your current plans for the 28% you still hold. If there's any update.
No, I don't think you should not read any sort of into this be, sort of, beyond the fact that we have seen it as valuable for us and our shareholders to sort of strengthen our this financial capacity, sort of at this point in time, and that this was sort of an efficient way of doing it. It balanced the fact that we still are exposed to the share price of Adevinta because we wanted to and really that is a good thing.
If you look at the, let's say the overall position of ours, meaning 28%, and if we also combine that with sort of the two other main shareholders, of course the three of us still have the controlling stake in the company and potentially we and eBay also has sort of about 52 of us together. It shouldn't change anything around the, let's say the, what sort of going into, sort of what kind of options then we have for the, for the longer term, ownships, ownership in Adevinta.
Yeah. I think next in line I think, is Sylvia. Sylvia, please go ahead.
Hi, everyone again. Thanks for the second call. I actually have come up with a follow-up question. Now, just to clarify what happens when the swap expires, is that correct that you have no exposure to the share price of Adevinta at that point? Like, I'm just wondering if the ownership has passed to Danske, it will be Danske doing the ABB, is it?
It will be Danske who are in, let's say, are controlling the ABB. That shifts. We also have the financial exposure, so the plus or the minus compared to yesterday's share price and which was then the level which the contract was entered into. We have the financial exposure, but it's Danske that will sort of do the ABB, of course, yeah. That is.
Okay. The financial exposure is including the final disposal of the shares in the market?
It's.
The final price that they are going to achieve.
The financial exposure is related to this, but yesterday's closing price EUR 77.25, and then depending, like, what kind of price is achieved by the ABB.
Okay. Understood. Thank you both.
Just to remind you, if you have a question, please use the raise hand function or you can also use the chat if you prefer that, and then I can read out the question. I think next in line is PV from Morgan Stanley. Please go ahead.
Hey, thanks for this. I'm kind of in a tough spot, but one question. What kind of discussion have you had with eBay or Permira regarding this transaction, and what is the kind of feedback been from both of them or one of them, if you have only talked with one?
I sort of, we're not at liberty to comment on the discussions that we have had neither with the two of them. I think we have a pretty close relationship and a good dialogue with both. Normally, sort of course, so these transactions are primary transactions. I say we are given the present terms in the agreements that we have, we have been in a position whereby we could sell 2% without actually having any sort of... Selling 3% without any sort of new dialogue with others except for, of course, informing them that we are doing it.
We have a good dialogue with eBay, which we have a long with on selling beyond, 3% that, sort of that, was okay for us to do this time.
Okay. Thank you.
Yeah. Next in line is Nick. Nick, please go ahead.
Hi, thanks for doing this. Just wanted to ask, what does this mean for the Lendo sale process? Should we assume that this sale was done because a Lendo deal is looking unlikely or is there still a good chance that it gets sold in the next few months?
The Lendo process is still ongoing. It's also, I think it's correct to say that so given the present, let's say, sort of financial markets, sort of then talking both of the debt market and the equity markets. It's sort of... We are in a situation where we see that things take a little bit more time than we had originally hoped for. We expect to continue the process, so sometime into Q1 as well. It's still ongoing.
Okay. Thanks.
Yeah. Here's a question from the chat. Someone's asking if you can provide more information on the buyback program. Is the thinking it should just buy B shares, or is it A and B together? Will the decision be based on liquidity? If you can comment on that.
The plan is that we will come back with more information on the share buyback program for early next week. It's the intention also to start the program as soon as possible. Normally, of course, we also buy the shares so that the share with the lowest price. For the time being if you look at the spread between the A and B that favors purchase of B shares. It's also so that the liquidity in total in Schibsted is not higher so than for us to keep a certain momentum on the share buyback. I think we're also be in a situation where we will also buy A shares.
We are looking a bit more into the details for, what we can say about this will come when we are formalizing the program. You'll hear from us next week on that.
Yeah. I think PV, you're next in line, please go ahead.
Yeah. Maybe one question. Like would you consider continuing on this type of strategy where you sell like low single-digit stakes of other vendors to the market and do a buyback? Or do you think that at some point, there might be like a larger movement in shares? I know until October you can't go below 25%, but there's still some room to that. Would you kinda consider continuing down this route that you have in a way now started?
This is, this is sort of a decision we have taken sort of based on the circumstances as of today, or as of yesterday, to be precise. It's not, as, a part of our strategy that we will sort of or plan to commit to further sell downs. We have done this. We have a nine, three, 90 days, three months lockup for further sell downs, due to the transactions yesterday. Also, of course, valid up until October next year. We have a tag-along, arrangement with eBay for further sell downs. I would say that, I think we have done this. We are now in a very solid. We have a solid balance sheet.
We are in a position where we can do up the, sort of do the share buybacks. Then also, we will continue to work with the, let's say, the longer term ownership of Adevinta and sort of the strategy for that, sort of going into the, going into Q1 next year. Of course, getting closer to the end of the lockup in October next year, if not, we'll also be more time, more clear on what we think will happen then.
Understood. Thank you.
Yes, we had like a first call this morning with almost 60 people joining. Maybe we cleared most questions in the morning. I will just wait a couple of seconds to see if anyone here has a question, raise their hands or if you ask something in the chat. I think at this stage we don't have no more questions. Short call, but thank you for joining. Of course, you know, if you have question, want to take it offline, please send an email to Malin or myself or give us a call and then we will take it from there. Thank you.
Thank you. Thank you for participating.