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, 19 November 2024: Reference is made to the stock exchange announcement made by XXL ASA ("XXL" or the "Company") on 6 November 2024 regarding the Company's NOK 600,000,000 fully underwritten rights issue (the "Rights Issue") and the announcement made by XXL on 7 November 2024 regarding the extraordinary general meeting of the Company to be held on 28 November 2024 in connection with the Rights Issue (the "EGM").
The intention of the board of directors of XXL and shareholders holding a majority of the shares in the Company is for the Rights Issue to be completed as proposed in the notice of the EGM. However, as set out in the announcements referred to above, XXL has not received voting undertakings or confirmations from shareholders representing two-thirds of the total votes and shares in the Company in relation to the Rights Issue, and the Company is therefore planning for a fallback solution (the "Alternative Rights Issue") should the EGM not adopt the Rights Issue.
In the Alternative Rights Issue, a newly established and wholly owned subsidiary of XXL ("Newco") that will have acquired materially all assets, rights and liabilities of the Company as contribution in kind will be raising new equity. The shareholders of XXL will receive subscription rights for the Alternative Rights Issue as dividend in-kind in proportion to the number of shares held in XXL at a date to be determined by the Board of Directors of XXL, ensuring equal treatment of all shareholders.
The gross amount to be raised in the Alternative Rights Issue is expected to be minimum NOK 375,000,000 and maximum NOK 600,000,000. The minimum amount of NOK 375,000,000 has been underwritten. The commission for the underwriting is 18% of the underwritten amount. Assuming that the full amount of the Alternative Rights Issue is being subscribed and allocated, the underwriting commission will amount to 11.25% of the gross proceeds.
This underwriting commission will not be payable if the Rights Issue is adopted by the EGM. If payable, the commission will be paid in Newco shares to be issued at the subscription price applied in the Alternative Rights Issue.
The subscription price in the Rights Issue shall be set equal to the theoretical share price exclusive of the subscription rights, calculated on the basis of the transaction size of NOK 600,000,000 and the volume weighted average price (VWAP) quoted for the shares in the Company the last three trading days prior to the Pricing Date, less a discount of approx. 40%, however such that the subscription price shall not be higher than NOK 8. The subscription price in the in the Alternative Rights Issue will, in accordance with the underwriting agreements, be set at a further 45% discount to that in the proposed Rights Issue. However, the subscription price in the Alternative Rights Issue is not expected to reflect a lower valuation than the lowest possible subscription price in the Rights Issue (i.e. NOK 0.10 per XXL share).
Shareholders not exercising their subscription rights in the Alternative Rights Issue, if implemented, will be diluted. The dilution will depend on the subscription price and the amount raised. These factors will also determine XXL's post transaction ownership stake in Newco.
All shares in Newco are expected to be of the same class.
Launch of the Alternative Rights Issue is inter alia subject to the EGM not adopting the Rights Issue and the publication by Newco of a prospectus for the new shares offered in the Alternative Rights Issue.
Advisors
Carnegie AS, DNB Markets, a part of DNB Bank ASA, and Nordea Bank Abp, filial i Norge, have been retained as global coordinators (the “Global Coordinators”) for the Rights Issue and the Alternative Rights Issue. Advokatfirmaet Thommessen AS is legal advisor to the Company.
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
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.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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.
Neither the Company nor any of its affiliates 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 aforementioned prospectus, if a prospectus is published. Copies of any such prospectus will, following publication, 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 (www.dnb.no/emisjoner) and Nordea Bank Abp, filial i Norge (www.nordea.com/xxl).
The issue, subscription or purchase of shares in the Company or its affiliates is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company, its affiliates nor 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 Rights Issue or the Alternative Rights Issue (as applicable) 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.