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, 16 August 2023: Reference is made to the stock exchange announcement published by XXL ASA (the "Company") on 14 July 2023, regarding a contemplated fully underwritten rights issue in the Company raising gross proceeds of NOK 500 million (the "Rights Issue"), which is subject to approval by the extraordinary general meeting of the Company to be held at 10:00 hours (CEST) tomorrow, 17 August 2023, electronically through Lumi AGM.
The board of directors of the Company has today, in consultation with DNB Markets, part of DNB Bank ASA, Nordea Bank Abp, filial i Norge (acting as "Global Coordinators" in the Rights Issue) and the two largest underwriters Altor Invest 5 AS and Altor Invest 6 AS, determined the proposed subscription price for the new shares to be issued in the Rights Issue, and thus the final number of new shares and the exact amount of the share capital increase:
- The subscription price is proposed to be NOK 0.40 per new share, representing a discount of 39.2% to the theoretical share price exclusive of the subscription rights (TERP) based on the Company's closing share price on the Oslo Stock Exchange of NOK 1.502 on 16 August 2023.
- The share capital of the Company is proposed to be increased by NOK 500,000,426 through the issuance of 1,250,001,065 new shares, representing a ratio of 3.29403 new shares per each existing share.
The proposal to increase the share capital of the Company as set out in the notice of the extraordinary general meeting dated 27 July 2023 will be adjusted to reflect (i) the subscription price, (ii) the number of new shares to be issued, and (iii) the share capital increase pertaining to the Rights Issue as set out above. As the subscription price is not set lower than the current nominal value of the shares of NOK 0.40, the board of directors has decided to withdraw the proposal to reduce the Company's share capital by a reduction of the nominal value of the shares.
For further information, please contact:
Investor Relations:
Tolle O. R. Grøterud
Tel: +47 902 72 959
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, 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.