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
Oslo, Norway, 11 March 2020: Reference is made to previous stock exchange announcements published by XXL ASA ("XXL" or the "Company", OSE ticker code "XXL") regarding a subsequent offering of up to 6,666,667 new shares (the "Offer Shares"), each with a par value of NOK 0.40, at a subscription price of NOK 15.00 per Offer Share (the "Subsequent Offering"), as well as the prospectus dated 25 February 2020 (the "Prospectus") which is available on the following websites: www.dnb.no/emisjoner and www.nordeamarkets.com/xxl.
The subscription period in the Subsequent Offering expired at 16:30 hours (CET) today, 11 March 2020. The Company has received valid subscriptions for in total 6,666,667 Offer Shares, including the subscriptions by Altor Invest 5 AS and Altor Invest 6 AS pursuant to the underwriting guarantee.
The allocation of the Offer Shares in the Subsequent Offering has today been made based on the allocation criteria set out in the Prospectus. All subscribers in the Subsequent Offering have received full allocation.
Notification of allocated Offer Shares in the Subsequent Offering and the corresponding amount to be paid by each subscriber will be set out in a separate letter to each subscriber, which is expected to be mailed on 12 March 2020. The deadline for payment for the Offer Shares is 13 March 2020 in accordance with the payment instructions set out in the Prospectus.
The Offer shares may not be transferred or traded until they are fully paid and the share capital increase related to the Subsequent Offering has been registered with Norwegian Register of Business Enterprises. The share capital increase is expected to be registered on or about 17 March 2020. The Offer Shares are expected to be delivered to the subscribers' respective VPS accounts on or about the same day, and be listed on or about 18 March 2020.
Following the issuance of the Offer Shares, the Company's share capital will be NOK 68,971,764.40, divided into 172,429,411 shares, each with a nominal value of NOK 0.40.
DNB Markets, a part of DNB Bank ASA, and Nordea Bank Abp, filial i Norge, acts as managers in connection with the Subsequent Offering. Advokatfirmaet Thommessen AS acts as legal advisor to the Company.
For further queries, please contact:
Investor Relations
Tolle O. R. Grøterud
Interim CEO, XXL ASA
Tel: +47 90 27 29 59
E-mail:ir@xxlasa.com
About XXL ASA
XXL is a leading sports retailer with stores and e-commerce in Norway, Sweden, Finland, Denmark and Austria. It is the largest among the major sports retailers in the Nordics. XXL pursues a broad customer appeal, offering a one stop shop experience with a wide range of products for sports, hunting, skiing, biking and other outdoor activities. XXL's concept is to have the largest stores with the best prices and the widest assortment of products, focusing on branded goods.
Important information
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act.
The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.
Any offering of the securities referred to in this announcement is made by means of a prospectus. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. Copies of the prospectus is available from the Company's registered office and, subject to certain exceptions, on the websites of DNB Markets, a part of DNB Bank ASA (www.dnb.no/emisjoner) and Nordea Bank Abp, filial i Norge (www.nordeamarkets.com/xxl) (jointly, the "Managers").
Potential investors should read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities referred to in this announcement. The approval of the prospectus by the Norwegian Financial Supervisory Authority should not be understood as an endorsement of the securities offered or admitted to trading on the Oslo Stock Exchange.
The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Managers are acting for the Company and no one else in connection with the subsequent offering and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the subsequent offering and/or any other matter referred to in this release.
Forward-looking statements
This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.