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, 27 February 2025: Reference is made to the stock exchange announcement
published by XXL ASA ("XXL" or the "Company") on 29 January 2025 regarding the
resolution by the extraordinary general meeting of the Company to approve a
fully underwritten rights issue of 60,000,000 new shares in the Company at a
subscription price of NOK 10 per share (the "Rights Issue").
The Financial Supervisory Authority of Norway (Nw. Finanstilsynet) has today, on
27 February 2025, approved a prospectus prepared by the Company in connection
with the Rights Issue (the "Prospectus") for (i) the offer and listing on the
Oslo Stock Exchange of up to 60,000,000 offer shares in the Rights Issue and
(ii) 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. 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 regulations, as implemented
under Norwegian law).
The subscription period for the Rights Issue will commence on 28 February 2025
at 09:00 hours (CET) and expire on 14 March 2025 at 16:30 (CET). The
subscription rights in the Rights Issue will be tradable on the Oslo Stock
Exchange under the ticker code "XXLT" from 28 February 2025 at 09:00 hours (CET)
until 10 March 2025 at 16:30 hours (CET).
Subject to applicable local securities law, the Prospectus, including the
subscription form for the Rights Issue, will be made available at
https://www.carnegie.no/ongoing-prospectuses-and-offerings/,
https://www.dnb.no/emisjoner and https://www.nordea.com/en/xxl. Printed copies
of the Prospectus may be obtained free of charge by contacting Carnegie AS (Tel:
+47 22 00 93 60), DNB Markets, a part of DNB Bank ASA (Tel: +47 91 50 48 00) and
Nordea Bank Abp, filial i Norge (Tel: +47 24 01 34 62).
For further queries, please contact:
Investor Relations:
Tolle. O. R. Grøterud
Tel: +47 902 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 Euronext
Oslo Rulebook II for companies listed on Euronext Oslo Børs and 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 Carnegie AS, DNB Markets, a part of DNB Bank ASA or Nordea Bank Abp,
filial i Norge (acting as the "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.