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XXL – XIN Holding Guernsey Limited sells 19.4 million shares in XXL ASA
Oslo, 5 May 2015: Reference is made to the stock exchange announcement on 5 May 2015 regarding the potential sale by XIN Holding Guernsey Limited, a subsidiary of EQT V Limited, of approximately 19.4 million shares in XXL ASA (“XXL”, ticker “XXL”).
XIN Holding Guernsey Limited has today sold 19,400,000 shares in XXL, representing 14% of the share capital and voting rights in XXL, by way of an accelerated bookbuilt offering to institutional and other professional investors. The shares were sold at a price of NOK 80 per share.
By this transaction, XIN Holding Guernsey Limited’s shareholding in XXL is reduced from 28.1% to 14.1%. Following the transaction, XIN Holding Guernsey Limited owns 19,465,041 shares in XXL. XIN Holding Guernsey Limited is represented by Anders Misund on the board of directors of XXL.
ABG Sundal Collier Norge ASA and Goldman Sachs International are bookrunners for the transaction.
This information is subject to the disclosure requirements pursuant to section 4-2 of the Norwegian Securities Trading Act.
Important Notice
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
These materials are not an offer for sale of securities in the United States. The Shares (as defined below) have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the Securities Act. There will not be a public offering of the Shares in the United States.
This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of
the Order, and (iii) to whom it may otherwise lawfully be communicated.
In connection with any offering of the shares of XXL ASA (the "Shares"), the Bookrunners and any of their affiliates acting as an investor for their own account may take up as a principal position any Shares and in that capacity may retain, purchase or sell for their own account such Shares. In addition the Bookrunners or their affiliates may enter into financing arrangements and swaps with investors in connection with which the Bookrunners (or their affiliates) may from time to time acquire, hold or dispose of Shares. The Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
The Bookrunners are acting on behalf of XIN Holding Guernsey Limited and no one else in connection with any offering of the Shares and will not be responsible to any other person for providing the protections afforded to clients of the Bookrunners or for providing advice in relation to any offering of the Shares.