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, 28 February 2025: Reference is made to the stock exchange announcement published by XXL ASA ("XXL" or the "Company") on 29 January 2025 regarding the approval by the extraordinary general meeting of the Company of a fully underwritten rights issue of 60,000,000 new shares in the Company, each with a nominal value of NOK 0.10, at a subscription price of NOK 10 per share (the "Rights Issue").
Reference is further made to the stock exchange announcement of 27 February 2025 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 up to 60,000,000 offer shares in the Rights Issue (the "Offer Shares") and the listing of up to 2,890,000 new shares to be issued in connection with the settlement of the underwriting fee to the underwriters and the guarantee fee to the bridge loan guarantors. Subject to applicable local securities laws, the Prospectus, including the subscription form for the Rights Issue, is made available at https://www.carnegie.no/ongoing-prospectuses-and-offerings/, https://www.dnb.no/emisjoner and https://www.nordea.com/en/xxl.
The subscription period for the Rights Issue will commence today, 28 February 2025, at 09:00 hours (CET) and expire on 14 March 2025 at 16:30 hours (CET) (the "Subscription Period"). The Subscription Rights (as defined below) will be tradable on the Oslo Stock Exchange under the ticker code "XXLT" from today, 28 February 2025, at 09:00 hours (CET) until 10 March 2025 at 16:30 hours (CET).
Allocation of Subscription Rights:
Shareholders of the Company as of 29 January 2025 (being registered as such in Euronext Securities Oslo, the Norwegian Central Securities Depository (the "CSD") as of 31 January 2025 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 2.4355 Subscription Rights for each existing share in the Company registered as held by the Existing Shareholder at 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 is permitted, but subscription without Subscription Rights is not permitted.
The allocation 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)-(iii) 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 (CET) on 28 February 2025 to 16:30 hours (CET) on 10 March 2025 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 10 March 2025 at 16:30 hours (CET), or (ii) not used to subscribe for shares in the Rights Issue prior to expiry of the Subscription Period on 14 March 2025 at 16:30 hours (CET) 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 have, pursuant to an underwriting agreement (the "Underwriting Agreement"), underwritten the full amount of the Rights Issue of NOK 600 million. Subject to the Underwriting Agreement, the underwriters have undertaken to subscribe for all Offer Shares that are not otherwise subscribed for and allocated in the Rights Issue (the "Unsubscribed Shares"). The underwriters' obligation to subscribe and pay for Unsubscribed Shares is contingent upon the share capital decrease resolved by the extraordinary general meeting of the Company on 29 January 2025 being validly completed and registered with the Norwegian Register of Business Enterprises. For further information about the Underwriting Agreement, see Section 5.21 "The Underwriting" of the Prospectus.
The payment date in the Rights Issue is 19 March 2025. 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 21 March 2025. The Offer Shares are expected to commence trading on the Oslo Stock Exchange on 21 March 2025.
Carnegie AS, 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: +47 902 72 959
E-mail: ir@xxlasa.com
Press contact:
Jan Christian Thommesen
Tel: + 47 918 21 387
E-mail: presse@xxl.no
This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.
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.
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 Prospectus. Copies of the Prospectus will 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 (https://www.dnb.no/emisjoner) and Nordea Bank Abp, filial i Norge (https://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.
