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XXL ASA – Stabilisation and over-allotment option notice
Oslo, 3 October 2014. Reference is made to the stock exchange announcement published earlier today, 3 October 2014, in which XXL ASA (“XXL”, the “Company”, ticker code: “XXL”) announced the successful completion of the bookbuilding period for its initial public offering (the “Offering”).
ABG Sundal Collier Norge ASA (the “Stabilisation Manager”) may, on behalf of the Joint Lead Bookrunners for the Offering, engage in stabilisation activities of the shares of XXL from today 3 October 2014 to and including 2 November 2014 (the “Stabilisation Period”). The stabilisation transactions are aimed to support the market price of the shares of XXL.
In connection with the Offering, the Joint Lead Bookrunners have over-allotted to the applicants in the Offering 6,847,826 shares in the Company, which equals approximately 15% of the number of shares sold in the Offering before over-allotments. In order to permit the delivery in respect of over-allotments made, the Stabilisation Manager has been granted the option, on behalf of the Managers, to borrow a number of shares in the Company equal to the number of shares over-allotted from XIN Holding Guernsey Limited (“EQT” or the “Lead Selling Shareholder”). For further details on the Offering, please refer to the stock exchange announcement of 3 October 2014 issued by XXL.
Further, the Stabilisation Manager, on behalf of the Managers, has been granted an over-allotment option (the “Over-Allotment Option”) by the Lead Selling Shareholder which entitles the Managers, at the request of the Stabilisation Manager, to purchase from the Selling Shareholder up to 6,847,826 shares in XXL at a price per share of NOK 58 (the “Offer Price”), which is equal to the offer price in the Offering. The Over-Allotment Option may be exercised at any time and from time to time, in whole or in part, during the Stabilisation Period, which commences on 3 October 2014 and ends on 2 November 2014. The Stabilisation Manager may close out the short position created by over-allotting shares by buying shares in the open market through stabilisation activities and/or by exercising the Over-Allotment Option.
The Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager) may effect transactions that stabilise or maintain the price of the shares of XXL at a level higher than that which might otherwise prevail, by buying shares in XXL or associated instruments in the open market at prices equal to or lower than (but not above) the Offer Price. However, there is no obligation on the Stabilisation Manager (or any person acting on behalf of the Stabilisation Manager) to do so. Moreover, there is no assurance that the Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager) will undertake stabilisation activities. If stabilisation activities are undertaken they may be stopped at any time, and must be brought to an end upon or before the expiry of the Stabilisation Period.
Within one week after the end of the Stabilisation Period, the Stabilisation Manager and the Company will jointly publish a statement through the information system of the Oslo Stock Exchange under the Company’s ticker with information as to whether or not any stabilisation activities have been undertaken, including the date at which stabilisation started, the date at which stabilisation last occurred, and the price range within which stabilisation was carried out for each of the dates during which stabilisation transactions were carried out.
Any stabilisation activities will be conducted in accordance with Section 3-12 of the Norwegian Securities Trading Act and Commission Regulation (EC) No. 2273/2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programmes and stabilisation of financial instruments.
For further details see the prospectus dated 22 September 2014 issued by XXL in connection with the Offering and the listing of its shares on the Oslo Stock Exchange.
ABG Sundal Collier and Goldman Sachs International are acting as Joint Global Coordinators for the Offering. Carnegie AS and Credit Suisse, together with the Joint Global Coordinators, are acting as Joint Bookrunners for the Offering. DNB Markets is acting as Joint Lead Manager for the Offering. The Joint Bookrunners and the Joint Lead Manager are herein referred to as the “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.