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, 22 August 2023: Reference is made to the stock exchange announcement published by XXL ASA (the "Company") on 17 August 2023 regarding the approval by the extraordinary general meeting of the Company of a fully underwritten rights issue of 1,250,001,065 new shares in the Company, each with a nominal value of NOK 0.40, at a subscription price of NOK 0.40 per share (the "Rights Issue").
Reference is further made to the stock exchange announcement of 21 August 2023 regarding the approval by the Financial Supervisory Authority of Norway (Nw. Finanstilsynet) of the prospectus prepared by the Company (the "Prospectus") for the offer and listing on the Oslo Stock Exchange of 1,250,001,065 offer shares in the Rights Issue (the "Offer Shares") and the listing of up to 61,377,525 new shares to be issued in connection with the settlement of the underwriting fee to the underwriters. Subject to applicable local securities laws, the Prospectus, including the subscription form for the Rights Issue, is made available at www.dnb.no/emisjoner and www.nordea.com/en/xxl.
The subscription period for the Rights Issue will commence today, 22 August 2023, at 09:00 hours (CEST) and expire on 5 September 2023 at 16:30 hours (CEST) (the "Subscription Period"). The Subscription Rights (as defined below) will be tradable on the Oslo Stock Exchange under the ticker code "XXLT" from today, 22 August 2023, at 09:00 hours (CEST) until 30 August 2023 at 16:30 hours (CEST).
Allocation of Subscription Rights:
Shareholders of the Company as of 17 August 2023 (and being registered as such in Euronext Securities Oslo, the Norwegian Central Securities Depository (the "CSD") as of 21 August 2023 pursuant to the two days' settlement procedure of CSD (the "Record Date", and such shareholders, the "Existing Shareholders")), have been granted tradable subscription rights (the "Subscription Rights") in the Rights Issue.
Each Existing Shareholder has been granted 3.29403 Subscription Rights for each existing share in the Company registered as held by the Existing Shareholder of the Record Date, rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable law, give the right to subscribe for, and be allocated one (1) new share at the subscription price. Over-subscription and subscription without subscription rights are permitted.
The grant to, or acquisition of Subscription Rights and the subscription of Offer Shares by persons resident in, or who are citizens of countries other than Norway, may be affected by the laws of the relevant jurisdiction. For a further description of such restrictions, reference is made to the introductory part on page (i)-(ii) and Section 13 "Selling and Transfer Restrictions" of the Prospectus.
Subscription Rights:
The Subscription Rights will be listed and tradable on Oslo Stock Exchange from 09:00 hours (CEST) on 22 August 2023 to 16:30 hours (CEST) on 30 August 2023 under the ticker code "XXLT". The Subscription Rights will hence only be tradable during a part of the Subscription Period.
Subscription Rights that are (i) not sold within 30 August 2023 at 16:30 hours (CEST) or (ii) not used to subscribe for shares in the Rights Issue prior to expiry of the Subscription Period on 5 September 2023 at 16:30 hours (CEST) will lapse without compensation to the holder, and thus be without value.
The Subscription Rights are expected to have an economic value if the Company's shares trade above the Subscription Price during the Subscription Period. Existing Shareholders who do not exercise their Subscription Rights will experience a dilution of their shareholding in the Company. See Section 5.7 "Subscription Rights" and 5.28 "Dilution" in the Prospectus for further information.
The underwriting:
Certain existing shareholders and one external investor have pursuant to a subscription and underwriting agreement (the "Subscription and Underwriting Agreement") pre-committed and underwritten the full amount of the Rights Issue of NOK 500 million. Each pre-committed shareholder will be allocated Offer Shares for their respective pre-committed amount, which shall not exceed its pro rata portion of the rights Issue based on its shareholding as of the Record Date. However, subject to the Subscription and Underwriting Agreement, the underwriters have undertaken to subscribe for all Offer Shares that are not otherwise subscribed for and allocated in the Rights Issue. For further information about the Subscription and Underwriting Agreement, see Section 5.21 of the Prospectus.
The payment date in the Rights Issue is 8 September 2023. Subject to timely payment of the Offer Shares subscribed for and allocated in the Rights Issue, the issuance and delivery of the Offer Shares pertaining to the Rights Issue is expected to be completed on or about 12 September 2023. The Offer Shares are expected to commence trading on the Oslo Stock Exchange on 12 September 2023.
DNB Markets, a part of DNB Bank ASA and Nordea Bank Abp, filial i Norge are acting as global coordinators in the Rights Issue (jointly the "Global Coordinators"). Advokatfirmaet Thommessen AS is acting as legal advisor to XXL in relation to the Rights Issue.
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
Phone: + 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, 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
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.
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, 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 DNB Markets, a part of DNB Bank ASA (www.dnb.no/emisjoner) and Nordea Bank Abp, filial i Norge (www.nordea.com/en/xxl).
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 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 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 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.