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
Reference is made to the stock exchange announcement released by XXL ASA (“XXL” or the “Company”) on 21 March 2024 regarding the launch of a contemplated private placement of new ordinary shares (class A-shares) and non-voting shares (class B-shares) in the Company to raise gross proceeds of approximately NOK 500 million (the "Private Placement").
The Company hereby announces that the Private Placement has been successfully placed and that it has allocated 535,714,285 new ordinary shares (class A-shares) and 178,571,429 new non-voting shares (class B-shares) (the “Offer Shares”) in the Private Placement at a subscription price of NOK 0.70 per Offer Share (the “Subscription Price”), raising gross proceeds of NOK 500 million.
Carnegie AS, DNB Markets, a part of DNB Bank ASA and Nordea Bank Abp, filial i Norge acted as joint bookrunners (the "Managers") in connection with the Private Placement.
The net proceeds from the Private Placement will be used for general corporate purposes. The existing revolving credit facility with DNB Bank ASA and Nordea Bank Abp as lenders will be reduced from NOK 1,150 million to NOK 850 million. In sum, the Private Placement will give the Company approx. NOK 361 million in additional liquidity.
Notification of allocation is expected to be sent to the applicants by the Managers before 09:00 hours (CET) on 22 March 2024.
Altor Invest 5 AS and Altor Invest 6 AS, both close associates of board member Tom Christian Jovik, were allocated 89,285,714 and 89,285,714 class A-shares, respectively, in addition to 89,285,714 and 89,285,715 class B-shares, respectively. Upon issuance of the Offer Shares, Altor Invest 5 AS will own 311,761,064 class A-shares, representing 16.66% of the votes in the Company and 253,646,871 class B-shares, and Altor Invest 6 AS will own 311,761,064 class A-shares, representing 16.66% of the votes in the Company and 253,646,887 class B-shares. Please refer to the attached notifications of trading for further details.
Altor Invest 5 AS and Altor Invest 6 AS (together "Altor"), Ferd AS and Frasers Group Plc. (the "Pre-committing Shareholders"), had pre-committed to subscribe for Offer Shares in the Private Placement. Settlement with investors other than the Pre-committing Shareholders will be on a delivery-versus-payment basis (DvP) facilitated through the delivery of existing and unencumbered class A-shares in the Company, already listed on Oslo Børs, pursuant to a share lending agreement to be entered into between Carnegie AS, on behalf of the Managers (as borrower), the Company, and Altor (as lender) (the "Share Lending Agreement"). The borrowed shares will be redelivered by the Managers to the lender in the form of new listed class A-shares in the Company to be issued in connection with the Private Placement.
A total of 265,985,080 new class A-shares can be listed and traded on Oslo Børs without a listing prospectus. The class A-shares borrowed under the Share Lending Agreement will be tradable on the first Oslo Børs trading day after the date on which the EGM adopts the EGM Resolutions (as defined below), expected on or about 15 April 2024. The investors other than the Pre-committing Shareholders will only receive such borrowed shares. The excess number of listed shares (i.e. 166,998,668 A-shares, being the difference between 265,985,080 and the 98,986,412 shares being borrowed under the Share Lending Agreement) are allocated pro rata among the Pre-committing Shareholders and will be tradable upon registration of the share capital increase pertaining to the issuance of the Offer Shares with the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret).
The remaining 269,729,205 new class A-shares to be issued in connection with the Private Placement will become listed and tradable on the first Oslo Børs trading day following satisfaction of the Conditions (as defined below) and approval and publication of a listing prospectus for these class A-shares. These class A-shares will only be allocated to Pre-committing Shareholders and will be registered under a separate ISIN in the period from issuance until first day of trading. The class B-shares allocated in the Private Placement will remain unlisted.
Completion of the Private Placement is subject to (i) the general meeting of the Company resolving to (a) issue the Offer Shares, and (b) authorize the board of directors to carry out the Subsequent Offer (limbs (a) and (b) together; the "EGM Resolutions"), (ii) the Share Lending Agreement remaining in full force and effect, (iii) the allocated Offer Shares having been fully paid; and (iv) registration of the share capital increase pertaining to the issuance of the Offer Shares with the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret) and issuance of the Offer Shares in VPS (jointly the “Conditions”).
Investors who have been allocated shares in the Private Placement, have undertaken to attend and vote (or pre-vote) on behalf of all its shares in the Company in favour of, or give a voting proxy to be used in favour of, the EGM Resolutions.
SUBSEQUENT OFFERING
The Company has, subject to completion of the Private Placement, and certain other conditions, resolved to carry out a subsequent offering of up to 85,714,285 new class A-shares at the Subscription Price (the "Subsequent Offering") which, subject to applicable securities law, will be directed towards certain shareholders not allocated shares in the Private Placement as detailed below. The subscription price in the Subsequent Offering will be equal to the Subscription Price in the Private Placement, i.e. NOK 0.70 per class A-share. Shareholders of the Company as of close of trading on 21 March 2024 (as registered in the VPS two Norwegian business days thereafter) who (i) were not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action (the "Eligible Shareholders"), will receive subscription rights in the Subsequent Offering.
The Subsequent Offering will, inter alia, be conditional upon (i) completion of the Private Placement, (ii) the EGM Resolutions, (iii) the trading price of the Company's shares exceeding the Subscription Price, and (iv) approval and publication of the prospectus.
The subscription period for the Subsequent Offering, if any, is expected to commence during Q2 2024 following approval of the prospectus.
EQUAL TREATMENT CONSIDERATIONS
The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for and be allocated the Offer Shares. The Board has considered the Private Placement structure in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal treatment, and the Board is of the opinion that the Private Placement structure is in compliance with these requirements.
The share issuance was carried out as a private placement in order for the Company to complete the equity raise in a time and cost efficient manner. The transaction was launched after having been pre-sounded with significant shareholders. The Subscription Price was set slightly above the closing price on Oslo Børs on 21 March 2024 and on the basis of the results of a publicly announced bookbuilding process marketed by three leading investment banks, and thus reflecting the market pricing of the shares.
Further, the Subsequent Offering, if implemented, will secure that Eligible Shareholders will receive the opportunity to subscribe for new class A-shares at the same subscription price as that applied in the Private Placement.
Based on an overall assessment where inter alia the above factors, alternative financing structures, the Company's financial position and current equity capital market conditions, the Board has considered that completing the Private Placement will be in the common interest of the Company and its shareholders.
ADVISORS
Carnegie AS, DNB Markets, a part of DNB Bank ASA, and Nordea Bank Abp, filial i Norge are acting as joint bookrunners for the Private Placement and the Subsequent Offering. Advokatfirmaet Thommessen AS is acting as legal advisor to XXL in relation to the Private Placement and the Subsequent Offering.
For further queries, please contact:
Investor Relations
Tolle O. R. Grøterud
Tel: +47 90 27 29 59
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. This stock exchange announcement was published by Tolle O. R. Grøterud, Investor Relations Officer at XXL ASA, on 22 March 2024 at 02:15 CET.
Allocation of Offer Shares in the Private Placement to close associates to primary insiders is disclosed pursuant to the Market Abuse Regulation Article 19. Further details of the allocations of Offer Shares to primary insiders are available in the attached forms. This disclosure also is made pursuant to section 4-2 (3) of the Norwegian Securities Trading Act.
ABOUT XXL ASA
XXL is a leading sports retailer with stores and e-commerce in Norway, Sweden, Finland and Denmark. 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 NOTICE:
These materials do 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 public offering of the securities will be made in the United States.
In any EEA Member State, 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 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.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Company’s shares in have been subject to a product approval process, which has determined that they each are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II (the “Positive Target Market”); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Distributors should note that: the price of the Company’s shares may decline and investors could lose all or part of their investment; the Company’s shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. Conversely, an investment in the Company’s shares is not compatible with investors looking for full capital protection or full repayment of the amount invested or having no risk tolerance, or investors requiring a fully guaranteed income or fully predictable return profile (the “Negative Target Market” and, together with the Positive Target Market, the “Target Market Assessment”).
The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Transaction. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Company's shares. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Company's shares and determining appropriate distribution channels.
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. The Manager is acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.
Neither the Manager nor any of its affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
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. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
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.