NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OF 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, 16 March 2025: Reference is made to the stock exchange announcements made by XXL ASA (the "Company") on 14 March 2025 regarding the preliminary results of the fully underwritten rights issue of 60,000,000 new shares (the "Offer Shares") in the Company, each with a nominal value of NOK 0.10, at a subscription price of NOK 10 per Offer Share (the "Rights Issue").
The subscription period in the Rights Issue expired on Friday 14 March 2025 at 16:30 hours (CET).
At the expiry of the subscription period in the Rights Issue, the Company had received subscriptions for a total of 64,311,580 new shares. A total of 60,000,000 Offer Shares were offered under the Rights Issue, and the Rights Issue was accordingly oversubscribed by approximately 7.19%.
The final allocation of the Offer Shares in the Rights Issue has now been completed based on the allocation criteria set out in the Company's prospectus dated 27 February 2025 (the "Prospectus").
A total of 60,000,000 Offer Shares were allocated, of which 48,688,716 shall be ordinary A shares ("A Shares") and 11,311,284 Offer Shares shall be non-voting B shares ("B Shares"). A total of 53,760,294 Offer Shares were allocated based on valid subscriptions from investors with granted and acquired subscription rights, and 6,239,706 Offer Shares were allocated to subscribers who have exercised their subscription rights and over-subscribed, on a pro rata basis based on the number of subscriptions rights exercised by each over-subscriber. No allocation of Offer Shares has been made to the underwriters in the Rights Issue based on their underwriting. Approximately 89.60% of the subscription rights granted in the Rights Issue were exercised.
Frasers Group plc ("Frasers") has been allocated 21,637,943 Offer Shares in the Rights Issue, bringing Frasers' holding of shares in the Company up to a total of 27,999,162 A Shares following delivery of the Offer Shares allocated to them in connection with the Rights Issue. Following the delivery of the Underwriting Commission Shares (as defined below), Frasers will hold a total of 28,776,451 A Shares, equal to approximately 40.83% of the votes in the Company after both the completion of the Rights Issue and the share capital increase referred to below. The calculation is made on the basis of Frasers shareholding in the Company prior to the commencement of the subscription period in the Rights Issue (6,361,219 A Shares) and as included in the Prospectus.
Notification of allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed during the course of Monday, on 17 March 2025. Payment for the allocated Offer Shares falls due on 19 March 2025 in accordance with the payment procedures described in the Prospectus.
The Offer Shares may not be transferred or traded before they have been fully paid and the share capital increase pertaining to the Rights Issue has been registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret). It is expected that the share capital increase will be registered in the Norwegian Register of Business Enterprises on or about 21 March and that the Offer Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about 24 March 2025, subject to the ongoing share capital decrease in the Company being registered with the Norwegian Register of Business Enterprises.
The Offer Shares are expected to be tradable on Oslo Børs from and including 24 March 2025.
Further, in connection with the Rights Issue, a total of 1,889,997 new shares, divided into 1,533,589 new class A Shares and 356,308 new class B Shares, each at a price of NOK 10 (the "Underwriting Commission Shares"), and a total of 1,000,000 new shares, divided into 260,920 new class A Shares and 739,080 new class B Shares, each at a price of NOK 10 (the "Guarantee Fee Shares"), shall be delivered to the underwriters and bridge loan guarantors, respectively, pursuant to an underwriting agreement dated 6 January 2025 and a guarantee fee letter dated 7 November 2024, as settlement of the underwriters' and bridge loan guarantors' entitlement to commission under said agreements.
In accordance with the above and the authorisation granted by the extraordinary general meeting on 29 January 2025, the board of directors has today resolved to increase the share capital with NOK 288,999.70 by the issuance of 1,794,609 new class A Shares and 1,095,388 new class B Shares, in total 2,889,997 new shares, each with a nominal value of NOK 0.10 and a subscription price of NOK 10.
Altor Invest 5 AS will receive 255,614 class A Shares and 178,154 class B Shares as Underwriting Commission Shares, and 43,488 class A Shares and 369,540 class B Shares as Guarantee Fee Shares. Altor Invest 6 AS will receive 255,614 class A Shares and 178,154 class B Shares as Underwriting Commission Shares, and 43,488 class A Shares and 369,540 class B Shares as Guarantee Fee Shares. Frasers will receive 777,289 class A Shares as Underwriting Commission Shares. Ferd AS will receive 193,894 class A Shares as Underwriting Commission Shares and 173,944 class A Shares as Guarantee Fee Shares. MP Pensjon PK and Arvo Invest AS will receive 43,831 and 7,447 class A Shares, respectively, as Underwriting Commission Shares.
Carnegie AS, DNB Markets, a part of DNB Bank ASA and Nordea Bank Abp, filial i Norge are acting as global coordinators (the "Global Coordinators") for the Rights Issue. Advokatfirmaet Thommessen AS is acting as legal advisor to XXL ASA in relation to the Rights Issue.
Further information about the Rights Issue is included in the Prospectus.
For further information, please contact:
Investor Relations
Tolle O. R. Grøterud
Tel: +47 902 72 959
E-mail: ir@xxlasa.com
Press contact:
Jan Christian Thommesen
Tel: +47 918 21 387
E-mail: presse@xxl.no
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. The stock exchange announcement was published by Tolle O. R. Grøterud, Investor Relations Officer at XXL ASA, on 16 March 2025 at 19:20 CET.
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.
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. 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 Prospectus. Copies of the Prospectus will be available from the Company’s registered office and, subject to certain exceptions, on the websites of Carnegie AS (https://www.carnegie.no/ongoing-prospectuses-and-offerings/), DNB Markets, a part of DNB Bank ASA (https://www.dnb.no/emisjoner) and Nordea Bank Abp, filial i Norge (https://www.nordea.com/en/xxl).
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 any of the Global Coordinators 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 Global Coordinators are acting for the Company and no one else in connection with the 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 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.
