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, Norway, 25 February 2020: Reference is made to the stock exchange announcement made by XXL ASA ("XXL" or the "Company", OSE ticker code "XXL") on 15 October 2019 regarding completion of a private placement of 26,666,667 new shares at a subscription price of NOK 15.00 per share (the "Private Placement"), as well as the stock exchange announcement made by XXL on 24 February 2020 regarding the board of directors' resolution to carry out a subsequent offering (the "Subsequent Offering") and in this regard increase the share capital of the Company with NOK 2,666,667, by issuance of 6,666,667 new shares (the "Offer Shares"), each at a par value of NOK 0.40, at a subscription price of NOK 15.00 per Offer Share.
Approval and availability of the Prospectus:
The Norwegian Financial Supervisory Authority has today, 25 February 2020, approved the Company's prospectus regarding the offering and listing of the Offer Shares (the "Prospectus").
The Prospectus, including the subscription form, will be available at www.dnb.no/emisjoner and www.nordeamarkets.com/xxl. Copies of the Prospectus, including the subscription form, may also be ordered by contacting DNB Markets Registrars Department (Tel.: +47 23 26 80 20) or Nordea Bank Abp, filial i Norge (Tel: +47 24 01 34 62).
The Subsequent Offering:
The Subsequent Offering consists of an offer from XXL to issue up to 6,666,667 Offer Shares at a subscription price of NOK 15.00 per share, which is equal to the subscription price in the Private Placement. The Subsequent Offering is fully underwritten by Altor through Altor Invest 5 AS and Altor Invest 6 AS, which means that Altor will subscribe for any unsubscribed Offer Shares following completion of the subscription period. The Company will raise NOK 100,000,005 in gross proceeds from sale of Offer Shares in the Subsequent Offering.
The subscription period for the Subsequent Offering will commence tomorrow, 26 February 2020, at 09:00 hours (CET) and expire on 11 March 2020 at 16:30 hours (CET) (the "Subscription Period").
Shareholders of the Company as of 15 October 2019, as registered in the Norwegian Central Securities Depositary (the "VPS") on 17 October 2019 (the "Record Date"), who (i) were not allocated 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 be granted non-transferable subscription rights that, subject to applicable law, provide rights to subscribe for, and be allocated, Offer Shares in the Subsequent Offering.
Each Eligible Shareholder will be granted 0.11 non-transferable subscription right for each share registered as held by such Eligible Shareholder at the Record Date. The number of subscription rights granted to each Eligible Shareholder will be rounded down to the nearest whole subscription right. Each subscription right gives the right to subscribe for, and be allocated, one Offer Share in the Subsequent Offering. Over-subscription will be permitted. Subscription without subscription rights will not be permitted.
Further information about the Subsequent Offering and the subscription procedures is included in the Prospectus.
The subscription rights must be used to subscribe for Offer Shares prior to expiry of the Subscription Period on 11 March 2020 at 16:30 hours (CET). Subscription rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.
Due Date for payment of the Offer Shares is 13 March 2020. Subject to timely payment of the Offer Shares subscribed for and allocated in the Subsequent Offering, the issuance and delivery of the Offer Shares pertaining to the Subsequent Offering is expected to be completed on or about 17 March 2020. The Offer Shares are expected to commence trading on the Oslo Stock Exchange on 18 March 2020.
DNB Markets, a part of DNB Bank ASA, and Nordea Bank Abp, filial i Norge, are acting as managers for the Subsequent Offering. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company.
For further queries, please contact:
Investor Relations:
Tolle O. R. Grøterud
Interim CEO XXL ASA
Tel: +47 90 27 29 59
E-mail:ir@xxlasa.com
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.
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, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. 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 aforementioned prospectus. Copies of the prospectus will, following publication, be available from the Company's registered office and, subject to certain exceptions, on the websites of DNB Markets, a part of DNB Bank ASA (www.dnb.no/emisjoner) and Nordea Bank Abp, filial i Norge (www.nordeamarkets.com/xxl) (jointly, the "Managers").
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 the Managers 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 Managers are acting for the Company and no one else in connection with the subsequent 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 subsequent 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.