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, 6 September 2023: Reference is made to the stock exchange announcement published by XXL ASA (the "Company") on 5 September 2023 regarding the preliminary results of the fully underwritten rights issue of 1,250,001,065 new shares (the "Offer Shares") in the Company, each with a nominal value of NOK 0.40, at a subscription price of NOK 0.40 per Offer Share (the "Rights Issue").
The subscription period for the Rights Issue expired at 16:30 hours (CEST) on 5 September 2023.
At the expiry of the subscription period in the Rights Issue, the Company had received subscriptions for a total of 1,751,372,317 new shares. As 1,250,001,065 Offer Shares were offered under the Rights Issue, the Rights Issue was accordingly oversubscribed by approximately 40.1%.
The final allocation of the Offer Shares in the Rights Issue has now been completed based on the allocation criteria set out in the Company's prospectus dated 21 August 2023 (the "Prospectus").
A total of 1,250,001,065 Offer Shares were allocated, of which 945,922,056 shall be ordinary shares (class A shares) and 304,079,009 Offer Shares shall be non-voting shares (class B shares). A total of 1,188,087,531 Offer Shares were allocated based on valid subscriptions from investors with granted and acquired subscription rights, and 61,913,534 Offer Shares were allocated on a pro rata basis based on the number of subscription rights exercised by each over-subscriber to subscribers who have exercised their subscription rights and over-subscribed. No allocation has been made to subscribers without subscription rights and no additional shares have been allocated to the underwriters in the Rights Issue based on their underwriting. Approximately 95% of the subscription rights granted in the Rights Issue were exercised.
Further, a total of 34,098,659 shares, divided into 8,470,000 existing ordinary shares (class A shares) held in treasury by the Company and 25,628,659 new non-voting shares (class B shares), each at a price of NOK 0.72, (the "Underwriting Commission Shares") will be delivered to underwriters pursuant to the subscription and underwriting agreement entered dated 14 July 2023 as settlement of their entitlement to commission under that agreement. The 25,628,659 new non-voting shares (class B shares) will be issued pursuant to the authorization granted to the board of directors on the extraordinary general meeting on 17 August 2023. The price of NOK 0.72 is equal to the volume weighted average price for trades in the Company's shares on the Oslo Stock Exchange during the subscription period for the Rights Issue (source Bloomberg).
Altor Invest 5 AS was allocated 308,544,022 Offer Shares of which 156,504,518 shall be ordinary shares (class A shares) and 152,039,504 Offer Shares shall be non-voting shares (class B shares). Altor Invest 6 AS was allocated 308,544,032 Offer Shares of which 156,504,527 shall be ordinary shares (class A shares) and 152,039,505 Offer Shares shall be non-voting shares (class B shares). In addition, Altor Invest 5 AS and Altor Invest 6 AS will receive 14,797,009 and 14,797,011 Underwriting Commission Shares, respectively, of which 1,982,680 and 1,982,681 Underwriting Commission Shares will be existing ordinary shares (class A shares) and 12,814,329 and 12,814,330 Underwriting Commission Shares will be new non-voting shares (class B shares).
Notifications of allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber were distributed today, on 6 September 2023. Payment for the allocated Offer Shares falls due on 8 September 2023 in accordance with the payment procedures described in the Prospectus.
The Offer Shares may not be transferred or traded before they have been fully paid and the share capital increase pertaining to the Rights Issue has been registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret). It is expected that the share capital increase will be registered in the Norwegian Register of Business Enterprises on or about 11 September 2023 and that the Offer Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about the next day.
The Offer Shares are expected to be tradable on Oslo Børs from and including 12 September 2023.
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").
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 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.