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, 21 August 2023: Reference is made to the stock exchange announcement published by XXL ASA (the "Company") on 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, at a subscription price of NOK 0.40 per share (the "Rights Issue").
The Financial Supervisory Authority of Norway (Nw. Finanstilsynet) has today, on 21 August 2023, approved a prospectus prepared by the Company in connection with the Rights Issue (the "Prospectus") for the offer and listing on the Oslo Stock Exchange of 1,250,001,065 offer shares in the Rights Issue 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. The Prospectus is prepared in accordance with the EU Prospectus Regulation (Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 and ancillary regulation, as implemented under Norwegian law.
The subscription period for the Rights Issue will commence on 22 August 2023 at 09:00 hours (CEST) and expire on 5 September 2023 at 16:30 hours (CEST). The subscription rights in the Rights Issue will be tradable on the Oslo Stock Exchange under the ticker code "XXLT" from 22 August 2023 at 09:00 hours (CEST) until 30 August 2023 at 16.30 hours (CEST).
Subject to applicable local securities laws, the Prospectus, including the subscription form for the Rights Issue, will be made available at www.dnb.no/emisjoner and www.nordea.com/en/xxl. Printed copies of the Prospectus may be obtained free of charge by contacting DNB Markets, a part of DNB Bank ASA (Tel: +47 23 26 80 20) or Nordea Bank Abp, filial i Norge (Tel: +47 24 01 34 62).
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 DNB Markets, a part of DNB Bank ASA or Nordea Bank Abp, filial i Norge (acting as "Global Coordinators" in the Rights Issue) 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.