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
XXL ASA (“XXL” or the “Company”) hereby announces a contemplated private placement of new ordinary shares (class A-shares) and non-voting shares (class B-shares), as applicable, in the Company (the “Offer Shares”) to raise gross proceeds of approximately NOK 500 million (the “Private Placement”). XXL has engaged Carnegie AS, DNB Markets, a part of DNB Bank ASA and Nordea Bank Abp, filial i Norge as joint bookrunners (the “Managers”) for the Private Placement.
…
Vis børsmeldingen
TRADING UPDATE
As communicated in the Q4 2023 report, the total operating revenues for the XXL group in January 2024 decreased to around NOK 550 million. XXL launched a massive clearance campaign in late January 2023 with strong sales rest of the quarter impacting the comparable figures year over year. For the first quarter 2024, XXL expects total operating revenues for the XXL group to be in the range of NOK 1.5-1.6 billion. The winter conditions have been favorable and XXL had growth in important winter categories like alpine and cross country. Sales of non-seasonal products and other capital-intensive products have continued to be challenging. Limited product availability on important price points and products has been holding back sales potential as well. However, gross margin has been strengthened compared to the same period in 2023.
XXL and its lending banks have agreed certain amendments to the applicable loan covenants, as further described in the attached investor presentation.
THE PRIVATE PLACEMENT
The price per Offer Share (the “Subscription Price”) and the final number of Offer Shares to be issued will be set by the Board, in consultation with the Managers on the basis of an accelerated bookbuilding process. The Subscription Price will be the same for class A-shares and class B-shares.
The net proceeds to the Company from the Private Placement will be used for general corporate purposes including, repayment of interest bearing debt.
Altor Invest 5 AS and Altor Invest 6 AS (together “Altor”), Ferd AS, and Frasers Group Plc. (the “Pre-committing Shareholders”), who together hold approximately 69% of the outstanding shares in the Company, of which 825,269,324 shares are A-shares representing approximately 62% of the votes and 328,722,329 are B-shares, have pre-committed to subscribe for a total amount of NOK 500 million at the Subscription Price in the Private Placement.
Altor is represented on the board of directors of the Company (the “Board”).
TIMELINE AND TERMS OF THE PRIVATE PLACEMENT
The bookbuilding and application period for the Private Placement commences today, on 21 March 2024 at 16:30 hours CET, and is expected to close on 22 March 2024 at 08:00 hours CET. The Company, after consultation with the Managers, reserves the right to, at any time and in its sole discretion, close or extend the bookbuilding and application period or to cancel the Private Placement in its entirety and for any reason. If the bookbuilding and application period is shortened or extended, the other dates referred to herein may be changed correspondingly.
The Private Placement will be directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application amount has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate Offer Shares for amounts below the NOK equivalent of EUR 100,000 to the extent of exemptions from the prospectus requirements in accordance with applicable regulations, including 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 pursuant to the Norwegian Securities Trading Act, are available.
Allocation of shares in the Private Placement will be determined after the expiry of the bookbuilding period. The allocation will be made by the Board at its sole discretion following advice from the Managers. Allocation will be based on criteria such as (but not limited to), existing ownership, pre-commitment, timeliness of the application, price leadership, relative order size, sector knowledge, perceived investor quality and investment horizon. There is no guarantee that any potential investor will be allocated shares. Notification of conditional allocation is expected to be sent on 22 March 2024.
In the event a shareholder (alone or together with other shareholders of the Company who are deemed concerting parties of the respective shareholder for the purpose of the mandatory offer rules in the Norwegian Securities Trading Act) by reason of allocation of Offer Shares would otherwise have become the owner of more than 1/3 of the class A-shares in the Company, then a number of the shares allocated to that shareholder shall be non-voting class B-shares in order for the holding of class A-shares in the Company not to exceed 1/3.
Settlement with investors other than the Pre-committing Shareholders will be on a delivery-versus-payment basis (DvP) facilitated through the delivery of existing and unencumbered class A-shares in the Company, already listed on Oslo Børs, pursuant to a share lending agreement to be entered into between Carnegie AS, on behalf of the Managers (as borrower), the Company, and Altor (as lender) (the “Share Lending Agreement”). The borrowed shares will be redelivered by the Managers to the lender in the form of new class A shares in the Company to be issued in connection with the Private Placement.
A total of 265,985,080 new class A-shares can be listed and traded on Oslo Børs without a listing prospectus. The class A-shares borrowed under the Share Lending Agreement will be tradable on the first Oslo Børs trading day after the date on which the EGM adopts the EGM Resolutions, expected on or about 15 April 2024. The investors other than the Pre-committing Shareholders will only receive such borrowed shares. Any excess listed shares (i.e. the difference between 265,985,080 and the number of borrowed shares) will be allocated pro rata among the Pre-committing Shareholders on the basis of their respective allocations of class A-shares in the Private Placement and will be tradable upon registration of the share capital increase pertaining to the issuance of the Offer Shares with the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret).
Any class A-shares in addition to the above 265,985,080 new class A-shares allocated in the Private Placement will become listed and tradable on the first Oslo Børs trading day following satisfaction of the Conditions (as defined below) and approval and publication of a listing prospectus for these class A-shares. These class A-shares will only be allocated to Pre-committing Shareholders and will be registered under a separate ISIN in the period from issuance until first day of trading. The class B-shares allocated in the Private Placement will remain unlisted.
Completion of the Private Placement is subject to (i) the Board resolving to consummate the Private Placement and allocate the Offer Shares, (ii) the general meeting of the Company resolving to (a) issue the Offer Shares, and (b) authorize the board of directors to carry out the Subsequent Offer (limbs (a) and (b) together; the “EGM Resolutions”), (iii) the Share Lending Agreement remaining in full force and effect, (iv) the allocated Offer Shares having been fully paid; and (v) registration of the share capital increase pertaining to the issuance of the Offer Shares with the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret) and issuance of the Offer Shares in VPS (jointly the “Conditions”).
The Company and the Managers reserve the right, at any time and for any reason, to cancel and/or modify the terms of the Private Placement without notice. Neither the Managers nor the Company, or any of their directors, officer, employees, representatives or advisors, will be liable for any losses incurred by applicants if the Private Placement is cancelled or modified, irrespective of the reason for such cancellation or modification.
By participating in the Private Placement, investors who hold shares in the Company as of the record date for the extraordinary general meeting of the Company to be called to adopt the EGM Resolutions (the “EGM”) irrevocably and unconditionally undertake to attend and vote (or pre-vote) on behalf of all its shares in the Company in favour of, or give a voting proxy to be used in favour of, the EGM Resolutions.
POTENTIAL SUBSEQUENT OFFERING
Subject to, among other things, completion of the Private Placement, approval of a prospectus and prevailing market price of the Company’s shares, the Board will consider whether it is appropriate to carry out a subsequent offering (the “Subsequent Offering”) at the Subscription Price. Any such Subsequent Offering, if applicable and subject to applicable securities laws, would be directed towards existing shareholders in the Company as of 21 March 2024 (as registered in the VPS two Norwegian business days thereafter) who (i) were not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action. The Company reserves the right in its sole discretion to not conduct or to cancel the Subsequent Offering.
The subscription period for the Subsequent Offering, if any, is expected to commence during Q2 2024 following approval of the prospectus.
EQUAL TREATMENT CONSIDERATIONS
The Private Placement represents a deviation from the shareholders’ pre-emptive right to subscribe for and be allocated the Offer Shares. The Board has considered the Private Placement structure in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange’s Guidelines on the rule of equal treatment, and the Board is of the opinion that the Private Placement structure is in compliance with these requirements.
The share issuance will be carried out as a private placement which will allow for the Company to raise new equity in a time and cost efficient manner with strong shareholder support. The Subscription Price will be set on the basis of a publicly announced bookbuilding process and thus reflecting market pricing of the shares. Further, the Subsequent Offering, if implemented, will secure that Eligible Shareholders will receive the opportunity to subscribe for new shares at the same subscription price as that applied in the Private Placement.
Based on an overall assessment where inter alia the above factors, alternative financing structures, the Company’s financial position and the current equity capital market conditions, the Board has considered that an equity raise in the form of the Private Placement will be in the common interest of the Company and its shareholders.
ADVISORS
Carnegie AS, DNB Markets, a part of DNB Bank ASA, and Nordea Bank Abp, filial i Norge are acting as joint bookrunners for the Private Placement and the Subsequent Offering. Advokatfirmaet Thommessen AS is acting as legal advisor to XXL in relation to the Private Placement and the Subsequent Offering.
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 considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Tolle O. R. Grøterud, Investor Relations Officer at XXL ASA, on 21 March 2024 at 16:50 CET.
ABOUT XXL ASA
XXL is a leading sports retailer with stores and e-commerce in Norway, Sweden, Finland and Denmark. 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.
Kilde
