Baltic Classifieds Group announces share sales and listing on London Stock Exchange

LONDON, UK: Baltic Classifieds Group (BCG) intends shares sales on the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange.

The final offer price in respect of the share sales (Offer Price) will be determined following a book-building process, with admission currently expected to occur in early July 2021.

Confirmation of Offer Details:

· A premium listing on the Official List of the FCA and admission to trading on the main market for listed securities of the London Stock Exchange

· The Offer will comprise an offering of both new Shares to be issued by the Company (the “Primary Raise”), with gross proceeds expected to total approximately €120m, and existing Shares to be sold by ANTLER EquityCo S.à r.l. (the “Major Shareholder”, a company owned by funds advised by Apax Partners LLP) and certain other BCG shareholders. The directors intend to use the net proceeds from the Primary Raise for the repayment of existing debt in conjunction with the refinancing of the Senior Facilities Agreement targeting a net debt at IPO of approximately 2.75x FY21 Adjusted EBITDA

· The Offer will be a targeted offering to certain institutional investors outside the United States pursuant to Regulation S and to QIBs in the United States pursuant to Rule 144A under the US Securities Act of 1993.

· Immediately following Admission, the Company is targeting a free float of at least 25% of issued share capital and expects that it would be eligible for inclusion in the FTSE UK indices

· The directors currently own approximately 10% of the equity in BCG and are expected to remain significant shareholders post IPO

· In connection with the Offer, each of the Company, its directors, the Major Shareholder and certain other BCG shareholders are expected to agree to lock-up arrangements restricting the disposal of Shares for a period of time following Admission subject to waiver by Merrill Lynch International (BofA Securitiesand certain exceptions

· The Offer is being considered to provide access to additional sources of capital to help support BCG’s future growth ambitions, to further enhance BCG’s ability to recruit and incentivise its key management and employees, to raise the profile and reputation of the Group and to provide the selling shareholders with an opportunity for a partial realisation of their shareholding in BCG

· The Company has engaged BofA Securities as Global Co-ordinator, Joint Bookrunner and Sponsor and BNP Paribas (BNPP) as Joint Bookrunner

· Any additional details in relation to the Offer will be disclosed in the Prospectus, if and when published

Justinas Šimkus, CEO of BCG, said: “Best-in-class leadership positions, unique synergies between vertical and generalist portals and industry-leading Adjusted EBITDA margins and cash generation are the characteristics that define Baltic Classifieds Group.

Our intention to list on the London Stock Exchange is an important milestone for our company, and we are looking forward to it with great excitement.”

Trevor Mather, Chair of BCG, said: “It is a privilege to have been asked to chair Baltic Classifieds Group as it prepares for life as a public company on the London Stock Exchange, and it is a pleasure to renew the Board relationship that I had at Auto Trader with Ed Williams.

It’s understood that online classifieds businesses, which have considerable network effects, are ones where number one market positions tend to be self-reinforcing. But I have not seen within one company a collection of classifieds businesses that consistently exhibit such strong market leadership positions. Baltic Classifieds Group has leading positions in the Automotive, Real Estate and Jobs and Services verticals which, together with our leadership in generalist marketplaces, have created a truly significant competitive moat.

The business is in the Baltics, a high growth part of Europe which is becoming known as part of the ‘New Nordics’. It is led by a management team that has deep classifieds experience, that has created an environment of rapid decision making, of trust and of fun, and I believe this presents an opportunity for public market investors to become shareholders in a high quality business at an early stage of its monetisation journey.”

www.balticclassifieds.com

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