In accordance with the guidelines for determination of salary and other remuneration to executive personnel in XXL ASA ("XXL" or the "Company", OSE ticker XXL), the Board of Directors of XXL ASA and the Nomination committee of XXL ASA have resolved to implement a new long term management investment program to align the long term interests of the executive management and the members of the Board with those of the Company's shareholders.
The new long term management investment program (the "New Investment Program") will replace the existing management investment program announced by the Company on 7 January 2020 and approved by the extraordinary general meeting on 29 January 2020.
XXL has primarily offered certain board members and members of the executive management to participate in the New Investment Program by investing in a newly established management investment company, XXL Management Invest II AS ("XMI2").
To facilitate for such investment, XXL is acquiring 20,540 shares in XMI1 from the existing participants against cash payment and will after the acquisition own approximately 77% of the shares in XMI1. The participants participating in the New Investment Program will use their proceeds to invest in XMI2.
XMI2 will invest in financial instruments having a value that is linked to the value of the XXL shares. The instruments are sold by XXL to XMI2 with a 3-year lock-up and XMI2's investment will be funded partly in cash and partly through a seller's credit which will be converted into equity in XMI2.
The total investment of XMI2 will at the implementation of the New Investment Program be in the total amount of NOK 26,350,000 (after deduction of the illiquidity discount of 25% due to the lock-up obligations). XMI2 will be financed solely by equity as follows:
- Management and board members will make a cash investment of NOK 8,783,333 by subscribing for ordinary shares (A-shares)
- The seller's credit of NOK 17,566,667 will be converted into redeemable preference shares (C-shares) subscribed for by XXL.
- XXL will also subscribe for one super voting B-share for the same price as each A-share.
XXL will be the majority shareholder and control XMI2 by holding the majority of the share capital (through the preference shares) and owning one B-share which gives XXL the majority of votes at the general meeting of XMI2.
The offers to both dispose shares in XMI1 and participate in the New Investment Program by investing in XMI2 have been accepted by certain primary insiders as set out in the attached transaction notifications.
This information is disclosures pursuant to article 19 of the EU Market Abuse Regulation, and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
For further information, please contact:
Investor Relations
Tolle Grøterud
E-mail: ir@xxlasa.xom
Phone +47 90 27 29 59
Press contact
Jan Christian Thommesen
Phone: + 47 918 21 387
Email: 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.