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, 6 March 2023: Reference is made to the stock exchange announcement made by XXL ASA (the "Company") on 22 December 2022 regarding the successful placing of a private placement in the Company raising gross proceeds of NOK 500,000,000 (the "Private Placement") and a potential subsequent offering of up to 27,027,027 new shares (the "Subsequent Offering"), as well as the stock exchange announcement made on 2 March 2023 where the Company announced that its board of directors had resolved to carry out the Subsequent Offering to increase the Company's share capital by up to NOK 10,810,810.80, by the issuance of up to 27,027,027 new shares in connection with the Subsequent Offering pursuant to an authorization granted by the extraordinary general meeting 17 January 2023.
In connection with the Private Placement, a total of 37,503,142 new shares were issued and listed on the Oslo Stock Exchange on 19 January 2023, while the remaining 97,631,993 shares (the "Tranche 2 Shares") will be subscribed for and issued following publication of the Prospectus (as defined below). It is expected that the Tranche 2 Shares will be issued, listed and tradeable on the Oslo Stock Exchange on or about 13 March 2023.
The Financial Supervisory Authority of Norway (Nw. Finanstilsynet) has today, on 6 March 2023, approved a prospectus prepared by the Company (the "Prospectus") for (i) the listing of the 97,631,993 Tranche 2 Shares on the Oslo Stock Exchange, and (ii) the offering of new shares to eligible shareholders in the Subsequent Offering (including the listing of such new shares on the Oslo Stock Exchange). The Prospectus is prepared in accordance with the EU Prospectus Regulation (Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 and ancillary regulation, as implemented under Norwegian law.
The Prospectus, including the subscription form for the Subsequent Offering, will be made available at www.dnb.no/emisjoner and www.nordea.com/en/xxl. Printed copies of the Prospectus may be obtained free of charge by contacting DNB Markets, a part of DNB Bank ASA (Tel: +47 23 26 80 20) or Nordea Bank Abp, filial i Norge (Tel: +47 24 01 34 62).
For further queries, please contact:
Investor Relations:
Tolle. O. R. Grøterud
Tel: +47 90 27 29 59
E-mail: ir@xxlasa.com
Press contact:
Andreas Nyheim
Tel: +47 952 11 779
E-mail: presse@xxl.no
About XXL ASA:
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.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
IMPORTANT INFORMATION
This information does not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act.
No subscription rights to the securities will be made in the United States. In any EEA member state, other than Norway, 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 EEA member state).
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement 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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. This announcement is made by, and is the responsibility of, the Company.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. The Company expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.