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Rating action

Scope Ratings UK Limited (Scope) has upgraded Vend Marketplaces ASA’s (Vend’s) issuer rating to BBB+/Stable from BBB/Positive. Scope has also upgraded Vend’s senior unsecured debt rating to BBB+ from BBB, while its short-term debt rating is affirmed at S-2.

The upgrade reflects the improvement in the company’s financial metrics in light of the ongoing reorganisation, starting with the divestment of its news media operations and partial sale of Adevinta shares in 2023 and 2024. Following the conclusion of the reorganization program (expected by H1 2026), which includes the sale of remaining ancillary businesses such as Lendo, Prisjakt, and Delivery business, among others, Scope expects the company to maintain the strong improvement in credit metrics.

The full list of rating actions and rated entities is at the end of this rating action release.

Key rating drivers

Business risk profile: BBB- (unchanged). Vend's business risk profile reflects Scope's view that the company is a dominant player in the Nordic digital landscape. Scope believes that the company's strategic focus on digital innovation and cross-border synergies will strengthen its position in Norway and Sweden and improve its standing in Denmark and Finland. However, reduced diversification due to the sale of news media, delivery, and ancillary businesses continues to constrain the overall business risk profile. The sale of the news media and delivery operations, results in a more concentrated revenue base that is more susceptible to market fluctuations and economic downturns.

Vend’s business risk is supported by its extensive presence across the Nordic region, which includes leading online marketplaces in the digital landscape, such as FINN and Blocket. These marketplaces are used extensively by the majority of the population in the region. Vend's enhanced operating profitability underlies the rating. The divestment of the low-margin news media and delivery operations segments is expected to result in EBITDA margin* reaching around 30% by 2027, up from the erstwhile level of around 15-16% prior to 2023. Vend's EBITDA margin currently stands at 20% for 2024. In addition, Vend's robust product portfolio contributes to maintaining a low customer attrition rate and ensuring a high level of integration into customers' daily lives.

Financial risk profile: A (revised from A-). The improved assessment of Vend’s financial risk profile is driven by deleveraging seen on account of utilisation of proceeds from the divestment of news media operations as well as the partial sale of Adevinta shares. Gross financial debt has reduced to NOK 3.9bn in December 2024, as compared to NOK 7.9bn in fiscal year 2023. The improvement also reflects Scope’s expectation of a sustained strong financial profile, underpinned by the sale/divestment of operations (news media and delivery operations) which had lower operating margins. The assessment continues to reflect Scope’s expectation that the reorganisation will result in a leaner organisation focused on delivering higher EBITDA margins, and maintaining a conservative financial profile.

Scope expects any ‘excess’ cash earned by the company i.e. cash generated not from ongoing operations, but from sale of businesses (ancillary and delivery businesses as well as cash already on the books from previous transactions), or from extraordinary dividends from Vend’s remaining stake in Adevinta, to be passed on to shareholders as a form of capital return, although Scope expects the process to be carried out in stages. Scope expects total shareholder remuneration of over NOK 11bn in the form of buybacks and dividends between 2025-2027 and for the company to decide on a ‘normalized’ dividend payout by that time. Given that the current focus is on simplifying operations, Scope does not expect any significant acquisitions at this time.

Given the significant reorganization of the issuer over the last two years and the generous shareholder remuneration, there exists a degree of uncertainty regarding the issuer’s future financial policy and eventual ‘normalized’ credit metrics. Following the streamlining of business operations, expected to be completed by 2026, the contours of the adopted financial policy will be a key rating driver of the financial risk profile. Nonetheless, Scope expects leverage in terms of debt/EBITDA to remain around or below 1x over the medium term, and funds from operations/debt to remain elevated from historical levels as well.

Given the company's overall modest debt, Scope anticipates that interest coverage will remain above 15x over the medium term, supported by interest income from the cash held on the balance sheet. While cash flow cover has historically been the weakest credit metric for Vend (erstwhile Schibsted), Scope expects cash flow cover to improve significantly after the reorganisation, although the achievable level is linked to execution risk and Vend’s appetite for investments.

Liquidity: adequate. Liquidity (standing over 200%) is supported by NOK 5.5bn cash on balance sheet (year-end 2024). However, it should be noted that excess cash is likely to be distributed to shareholders over the medium term. In addition, Vend's liquidity profile is supported by good cash flow generation, more than NOK 3 billion of unused committed credit lines, and good access to capital markets. Scope therefore assesses the liquidity as adequate.

Supplementary rating drivers: credit-neutral. Supplementary rating drivers have no impact on the issuer rating. However, the financial policy adopted by the company (following the completion of all divestments and subsequent capital return) in terms of leverage will be a significant rating driver for the company.

Outlook and rating sensitivities

The Stable Outlook reflects Scope's expectation that the increased focus on the marketplace business may lead to higher profitability and significantly improved credit metrics. However, visibility is limited at the moment due to the ongoing reorganization and the resulting significant shareholder remuneration program. Scope expects leverage (debt/EBITDA) to remain below 1.5x in the medium term.

The upside scenario for the ratings and Outlook is:

• Adoption of conservative financial policy targeting leverage around 1x

The downside scenario for the ratings and Outlook is:

• Leverage of above 2x

Debt ratings

All debt is issued by Vend. The senior unsecured debt rating has been upgraded to BBB+, in line with the issuer rating. This is based on the company’s standard bond documentation, which includes a pari passu charge and negative pledge.

The S-2 short-term debt rating has been affirmed, based on the underlying issuer rating of BBB+/Stable, as well as the company’s strong short-term debt coverage and good access to bank and capital markets.

Environmental, social and governance (ESG) factors

Overall, ESG factors have no impact on this credit rating action.

All rating actions and rated entities

Vend Marketplaces ASA

Issuer rating: BBB+/Stable, Upgrade

Senior unsecured debt rating: BBB+, Upgrade

Short-term debt rating: S-2, affirmation

*All credit metrics refer to Scope-adjusted figures.

Stress testing & cash flow analysis
No stress testing was performed. Scope Ratings performed its standard cash flow forecasting for the company.

Methodology
The methodologies used for these Credit Ratings and/or Outlook, (General Corporate Rating Methodology, 14 February 2025; European Business and Consumer Services Rating Methodology, 15 January 2025), are available on https://scoperatings.com/governance-and-policies/rating-governance/methodologies.
Information on the meaning of each Credit Rating category, including definitions of default, recoveries, Outlooks and Under Review, can be viewed in ‘Rating Definitions - Credit Ratings, Ancillary and Other Services’, published on https://www.scoperatings.com/governance-and-policies/rating-governance/definitions-and-scales. Historical default rates of the entities rated by Scope Ratings can be viewed in the Credit Rating performance report at https://scoperatings.com/governance-and-policies/regulatory/uk-regulation. A comprehensive clarification of Scope Ratings’ definitions of default and Credit Rating notations can be found at https://www.scoperatings.com/governance-and-policies/rating-governance/definitions-and-scales. Guidance and information on how environmental, social or governance factors (ESG factors) are incorporated into the Credit Rating can be found in the respective sections of the methodologies or guidance documents provided on https://scoperatings.com/governance-and-policies/rating-governance/methodologies.
The Outlook indicates the most likely direction of the Credit Ratings if the Credit Ratings were to change within the next 12 to 18 months.

Solicitation, key sources and quality of information
The Rated Entity and/or its Related Third Parties participated in the Credit Rating process.
The following substantially material sources of information were used to prepare the Credit Ratings: public domain, the Rated Entity and Scope Ratings' internal sources.
Scope Ratings considers the quality of information available to Scope Ratings on the Rated Entity or instrument to be satisfactory. The information and data supporting these Credit Ratings originate from sources Scope Ratings considers to be reliable and accurate. Scope Ratings does not, however, independently verify the reliability and accuracy of the information and data.
Prior to the issuance of the Credit Rating action, the Rated Entity was given the opportunity to review the Credit Ratings and/or Outlook and the principal grounds on which the Credit Ratings and/or Outlook are based. Following that review, the Credit Ratings and/or Outlook were not amended before being issued.

Regulatory disclosures
These Credit Ratings and/or Outlook are issued by Scope Ratings UK Limited at 52 Grosvenor Gardens, London, United Kingdom, SW1W 0AU, Tel +44 20 7824 5180. The Credit Ratings and/or Outlook are EU-endorsed.
Lead analyst: Rohit Nair, Director
Person responsible for approval of the Credit Ratings: Thomas Faeh, Executive Director
The Credit Ratings/Outlook were first released by Scope Ratings on 23 August 2021. The Credit Ratings/Outlook were last updated on 13 June 2024.

Potential conflicts
See www.scoperatings.com under Governance & Policies/Regulatory for a list of potential conflicts of interest disclosures related to the issuance of Credit Ratings, as well as a list of Ancillary Services and certain non-Credit Rating Agency services provided to Rated Entities and/or Related Third Parties.

Conditions of use/exclusion of liability
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