NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Oslo, 7 June 2024: Reference is made to the stock exchange announcements made by XXL ASA (the "Company") on 24 May 2024 regarding the subsequent offering of up to 85,714,285 new ordinary shares (class A-shares) in the Company, each with a nominal value of NOK 0.40 (the "Offer Shares"), at a subscription price of NOK 0.70 (the "Subsequent Offering"), and on 6 June 2024 regarding 6 June 2024 being the last day of the subscription period in the Subsequent Offering.
The subscription period in the Subsequent Offering expired on Thursday 6 June 2024 at 16:30 hours (CEST). The final results show that the Company has received valid subscriptions for a total of 110,580,652 Offer Shares. As 85,714,285 Offer Shares were offered under the Subsequent Offering, the Subsequent Offering was accordingly oversubscribed.
The final allocation of the Offer Shares in the Subsequent Offering has now been completed, and a total of 85,714,285 Offer Shares will, subject to timely payment, be issued in the Subsequent Offering.
Notifications 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 allocation letter to each subscriber. The allocation letters are expected to be sent through VPS today. The deadline for payment for the Offer Shares is 11 June 2024, in accordance with the payment instructions set out in the Company's prospectus dated 23 May 2024 (the "Prospectus").
The Offer Shares may not be transferred or traded until they are fully paid and the share capital increase pertaining to the Subsequent Offering has been registered with the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret). Subject to timely payment of the Offer Shares subscribed for and allocated in the Subsequent Offering, the issuance and delivery of the Offer Shares pertaining to the Subsequent Offering is expected to be completed on or about 18 June 2024, and the Offer Shares are expected to commence trading on the Oslo Stock Exchange on or about 18 June 2024. The managers (as listed below) may be contacted for information regarding allocation, payment and delivery of the Offer Shares.
Following the issuance of the 85,714,285 Offer Shares, the Company's share capital will be NOK 2,463,574,429, divided into 1,956,280,671 ordinary shares (class A-shares) and 507,293,758 non-voting shares (class B-shares), each with a nominal value of NOK 0.40.
Carnegie AS, 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 ASA in relation to the Subsequent Offering.
Further information about the Subsequent Offering is included in the Prospectus.
For further queries, please contact:
Investor Relations
Tolle O. R. Grøterud
Tel: +47 90 27 29 59
E-mail: ir@xxlasa.com
Press contact:
Jan Christian Thommesen
Tel: +47 918 21 387
E-mail: presse@xxl.no
ABOUT XXL ASA
XXL is a leading sports retailer with stores and e-commerce in Norway, Sweden and Finland. 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.
This information is subject to the disclosure requirements pursuant to Section 5 -12 of the Norwegian Securities Trading Act.
IMPORTANT INFORMATION
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness Carnegie AS, DNB Markets, a part of DNB Bank ASA or Nordea Bank Abp, filial i Norge, (collectively, the "Managers") or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is not an offer for sale of securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.
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 (the "EU Prospectus Regulation") (together with any applicable implementing measures in any Member State). The securities offered in the Subsequent Offering are offered on the basis of a Prospectus prepared by the Company and dated 6 March 2023, which is available at www.carnegie.no, www.dnb.no/emisjoner and www.nordea.com/en/issuances. Investors in the Subsequent Offering should not subscribe for any securities in the Subsequent Offering except on the basis of the Prospectus.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e. only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).
This communication is only being distributed to and is only directed at persons in the United Kingdom that are "qualified investors" within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
This announcement is made by, and is the responsibility of, the Company. The Managers and their respective affiliates are acting exclusively for the Company and no-one else in connection with the Subsequent Offering. They will not regard any other person as their respective clients in relation to the Subsequent Offering and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the Subsequent Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Subsequent Offering, the Managers and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Subsequent Offering or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Managers and any of their respective affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "aim", "expect", "anticipate", "intend", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies, and other important factors which are difficult or impossible to predict and are beyond its control.
Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.