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XXL ASA – Bookbuilding successfully completed – Offer shares priced at NOK 58 per share
Oslo, 3 October 2014; XXL ASA (XXL, ticker XXL) announces the successful completion of the bookbuilding period for the initial public offering of the shares (the Offering) of XXL.
In summary:
- XXL will issue 20,595,620 new shares in connection with the Offering. Consequently, there will be 138,512,123 shares in issue following the issuance of the new shares. The proceeds of NOK 1,194 million will be used to repay the principal amount under the shareholder loan to XIN Holding Guernsey Limited (an entity controlled by EQT V Limited, advised by EQT Partners) hereinafter referred to as “EQT V”).
- The Selling Shareholders will sell 25,056,554 shares in the Offering, representing approximately 18.1% of the shares of XXL following issuance of the new shares. EQT V will sell 18,868,815 shares in the Offering, thus retaining an ownership in XXL of 33.0% (provided that the over-allotment option granted to the Managers is not exercised), Dolphin Management AS will sell 4,847,924 shares in the Offering, thus retaining an ownership in XXL of 24.7% and other shareholders will sell 1,339,815 shares.
- The Joint Global Coordinators have over-allotted 6,847,826 shares, representing approximately 15% of the number of shares sold in the Offering before over-allotments, and exercised their option to borrow 6,847,826 shares from EQT for the purposes of covering over allotments.
- The shares are priced at NOK 58 per share. Investors in the Employee Offering will receive a discount of NOK 1,500 on the aggregate amount payable for the shares allocated to such investors.
- The offer price at NOK 58 per share implies a market capitalisation of XXL of approximately NOK 8 billion.
- Trading in the shares of XXL on the Oslo Stock Exchange will commence on 3 October 2014 on an “if sold/if issued” basis (conditional trading), as further described in the separate stock exchange notice regarding conditional trading published today.
A total of 52,500,000 shares (including over-allotted shares) were allotted in the Offering, of which 49,900,000 of the shares were allotted to investors in the Institutional Offering, 2,303,713 of the shares were allotted to investors in the Retail Offering and 296,287 of the shares were allotted to investors in the Employee Offering. Following completion of the Offering, the Company will have in excess of 4,000 shareholders.
Notifications of allotted shares and the corresponding amount to be paid by investors are expected to be communicated to the investors on or about 3 October 2014. Investors having access to investor services through their VPS account manager will be able to check the number of shares allocated to them from approximately 08:30 hours (CET) on 3 October 2014. The Managers may also be contacted for information regarding allocation.
EQT has granted the Managers an over-allotment option, exercisable by ABG Sundal Collier Norge ASA as stabilisation manager within 30 days from the date hereof to cover over-allotments or other short positions in connection with the Offering. A separate disclosure will be issued by the stabilisation manager regarding the over-allotment and stabilisation activities.
ABG Sundal Collier Norge ASA and Goldman Sachs International are acting as Joint Global Coordinators and Joint Bookrunners in the Offering; Carnegie and Credit Suisse are acting as Joint Bookrunners in the Offering and DNB Markets (a part of DNB Bank ASA) is acting as Lead Manager in the Offering. The Joint Global Coordinators and Joint Bookrunners, the Joint Bookrunners and the Lead Manager are jointly referred to as “Managers”.
For further queries, please contact:
Mr. Tolle Grøterud, Investor Relations, XXL
+47 902 72 959 / tolle.g@xxl.no
About XXL ASA
XXL is a leading sports retailer with stores and e commerce in Norway, Sweden and Finland. It is the fastest growing among the major sports retailers in the Nordic. 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 lowest prices and the widest assortment of products, focusing on branded goods.
Important Notice
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company.
Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to qualified institutional buyers as defined in Rule 144A under the Securities Act.
Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (as amended, together with any applicable implementing measures in any Member State, the Prospectus Directive). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in a prospectus.
In any EEA Member State that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
This communication is only being distributed to and is only directed at persons in the United Kingdom 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.
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, expect, anticipate, strategy, intends, 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. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes affecting the Company’s opening of new stores and net sales, changes affecting the Company’s gross margin, changes in competition levels, changes in the Company’s ability to manage inventory levels, changes affecting net sales, such as variations caused by weather and seasonality, changes affecting personnel expenses and other operating expenses, such as premises costs and marketing costs, changes in laws and regulation and the potential impact of legal proceedings and actions. 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. The Company does not guarantee that the assumptions underlying the forward looking statements in this presentation are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this presentation or any obligation to update or revise the statements in this presentation to reflect subsequent events. You should not place undue reliance on the forward looking statements in this document.
The information, opinions and forward looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
The Managers are acting exclusively for the Company and the Selling Shareholders and no one else in connection with the Offering and assume no responsibility for this announcement.
None of the Managers or any of their respective directors, officers, employees, advisers 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 Selling Shareholders or 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 announcement or its contents or otherwise arising in connection therewith.