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, 24 February 2020: Reference is made to the stock exchange announcement made by XXL ASA ("XXL" or the "Company", OSE ticker code "XXL") on 15 October 2019, regarding completion of a private placement of 26,666,667 new shares at a subscription price of NOK 15.00 per share (the "Private Placement"), and the intention to carry out a subsequent offering of 6,666,667 new shares at a subscription price of NOK 15.00 (the "Subsequent Offering").
Reference is also made to the extraordinary general meeting of the Company held on 6 November 2019 where the general meeting inter alia resolved to grant the board of directors an authorisation to increase the share capital by up to NOK 2,666,667, by issuance of up to 6,666,667 new shares, each with a nominal value of NOK 0.40 in connection with the Subsequent Offering. In accordance with the authorisation, the board of directors has today resolved to increase the share capital by NOK 2,666,667, by issuance of 6,666,667 new shares at a subscription price of NOK 15.00 per share, in connection with the Subsequent Offering.
The board of directors has today resolved to carry out the Subsequent Offering. The resolution is conditional on the Norwegian Financial Supervisory Authority's ("NFSA") approval of a prospectus prepared in connection with the Subsequent Offering (the "Prospectus"). It is expected that the Prospectus will be approved by the NFSA on or about 25 February 2020, and that the subscription period in the Subsequent Offering will commence at 09:00 (CET) on 26 February 2020 and end at 16:30 (CET) on 11 March 2020.
Shareholders of the Company as of 15 October 2019, as registered in the Company's shareholder register in the VPS on 17 October 2019, and (i) who were not allocated shares in the Private Placement, and (ii) who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filling, registration or similar action (eligible shareholders), will be granted non-transferable subscription rights that, subject to applicable law, provide rights to subscribe for, and be allocated, shares in the Subsequent Offering. Oversubscription will be allowed. Subscription without subscription rights will not be allowed. Subscription of all shares offered in the Subsequent Offering is guaranteed by Altor Invest 5 AS and Altor Invest 6 AS.
Allocation of the new shares in the Subsequent Offering will take place on or about 11 March 2020, and the new shares are expected to be delivered on or about 17 March 2020. Further information on the Subsequent Offering is included in the Prospectus.
DNB Markets, a part of DNB Bank ASA, and Nordea Bank Abp, filial i Norge are acting as managers in the Subsequent Offering. Advokatfirmaet Thommessen AS is acting as legal advisor to XXL in relation to the Subsequent Offering.
For further queries, please contact:
Tolle O. R. Grøterud
Investor Relations, XXL ASA
Tel: +47 90 27 29 59
E-mail: ir@xxlasa.com
About XXL
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 will be 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, if a prospectus is published. Copies of any such prospectus will, following publication, be 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").
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.