NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Oslo, 22 May 2024: Reference is made to the stock exchange announcement made by XXL ASA (the "Company") on 22 March 2024 regarding the successful placing of a private placement in the Company raising gross proceeds of NOK 500,000,000 (the "Private Placement") and a potential subsequent offering of up to 85,714,285 new ordinary shares (class A-shares) (the "Subsequent Offering"), as well as the stock exchange announcement made on 12 April 2024 where the Company announced that the general meeting had, inter alia, resolved to grant the board of directors an authorization to increase the Company's share capital by up to NOK 34,285,714, by the issuance of new ordinary shares (class A-shares) in connection with the Subsequent Offering.
In accordance with the authorization granted by the extraordinary general meeting 12 April 2024, the board of directors has today resolved to carry out the Subsequent Offering and to increase the share capital by a minimum of NOK 0.40 and a maximum of NOK 34,285,714, through the issuance of a minimum of 1 new ordinary share (class A-share) and a maximum of 85,714,285 new ordinary shares (class A-shares), each with a nominal value of NOK 0.40 and with a subscription price of NOK 0.70.
The resolution is conditional on the Norwegian Financial Supervisory Authority's ("NFSA") approval of a prospectus prepared for (i) the listing of the 269,725,205 new ordinary shares (class A-shares) on the Oslo Stock Exchange, and (ii) the offering of new ordinary shares (class A-shares) to eligible shareholders in the Subsequent Offering (including the listing of such new shares on the Oslo Stock Exchange) (the "Prospectus"). It is expected that the Prospectus will be approved by the NFSA on or about 23 May 2024, and that the subscription period in the Subsequent Offering will commence on 24 May 2024 at 09:00 hours (CEST) and expire on 6 June 2024 at 16:30 hours (CEST).
Shareholders of the Company as of 21 March 2024, as registered as such in the Company's shareholders register in Euronext Securities Oslo, the Norwegian Central Securities Depository (the "CSD") on 25 March 2024 (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 for jurisdictions other than Norway, that would require any approval, filing, registration or similar action of a registration document or prospectus (such eligible shareholders jointly the "Eligible Shareholders") will be granted one (1) non-transferable subscription right ("Subscription Right") for every 2.9457 existing shares registered as held by such Eligible Shareholder in the CSD as at the Record Date, rounded down to the nearest whole Subscription Right. Each Subscription Right gives, subject to applicable law, the right to subscribe for, and be allocated, one (1) new ordinary share (class-A share) in the Subsequent Offering at the subscription price. Over-subscription will be permitted. Subscription without subscription rights will not be permitted.
Allocation of the new shares in the Subsequent Offering is expected to take place on or about 7 June 2024, and the new shares are expected to be delivered on or about 18 June 2024. Further information regarding the Subsequent Offering will be set out in the Prospectus.
Carnegie AS, DNB Markets, a part of DNB Bank ASA and Nordea Bank Abp, filial i Norge are acting as managers in the Subsequent Offering. Advokatfirmaet Thommessen AS is acting as legal advisor to XXL in relation to the Subsequent Offering.
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
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 NOTICE:
These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Company’s shares in have been subject to a product approval process, which has determined that they each are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II (the “Positive Target Market”); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Distributors should note that: the price of the Company’s shares may decline and investors could lose all or part of their investment; the Company’s shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. Conversely, an investment in the Company’s shares is not compatible with investors looking for full capital protection or full repayment of the amount invested or having no risk tolerance, or investors requiring a fully guaranteed income or fully predictable return profile (the “Negative Target Market” and, together with the Positive Target Market, the “Target Market Assessment”).
The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Transaction. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Company's shares. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Company's shares and determining appropriate distribution channels.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
This announcement is made by, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.
Neither the Managers nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their affiliates accepts any liability arising from the use of this announcement.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.