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.
XXL ASA (“XXL” or the “Company”) today announces a fully underwritten rights issue of approximately NOK 600 million (the “Rights Issue”). XXL has also agreed to enter into an amended and restated facilities agreement (the “Amended Facilities Agreement”) with its senior secured lenders pursuant to which the lenders will prolong the Company’s existing loan facilities and make available to the Company a NOK 200 million bridge loan which shall be repaid at completion of the Rights Issue (the “Bridge Loan”). The Bridge Loan will be documented by way of a separate loan agreement aligned with the Amended Facilities Agreement (the “Bridge Loan Agreement”).
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The net proceeds from the Rights Issue not used to repay the Bridge Loan will be used for working capital investments. These investments will support XXL’s efforts in strengthening the top line growth and the continued delivery on the Company’s Reset & Rethink turnaround plan, including finance necessary seasonal purchasing and enable XXL to restructure and regain a healthy inventory level with an optimised composition of high margin, fast moving goods with an increased share of assortment within low price/value for money as well as Private Label products.
Chairman of the Board of Directors, Håkan Lundstedt, says:
“With the challenging sporting goods and outdoor market as backdrop, XXL has implemented measures to reduce debt, focus operations and improve the Company’s cost position. XXL is now securing new financing to capture growth and market share in a Nordic market expected to return. The proposed structure represents a holistic financing solution with short- and long term bank financing interlinked with an equity raise, and we are grateful for the shareholders’ and banks continued support and belief in the long-term prospects of the company.”
CEO Freddy Sobin, says:
“In the implementation of our Reset & Rethink plan, we have reached significant milestones and made important changes to our concept and operations. The market conditions have however continued to be challenging, and we have experienced low product availability, causing a delay in the implementation. Now, we are ready and eager to take the next step by strengthening our inventory with popular brands and products that our customer want, at increasingly low price points but still with a good-better-best price ladder. This will stimulate top line growth and bolster our Nordic mass-market leadership position.”
Loan agreements with the senior secured lenders
The Amended Facilities Agreement with DNB Bank ASA and Nordea Bank Abp, filial i Norge, will include (i) an extension of the current facilities to 31 January 2027, (ii) an agreement to not test the leverage ratio until 31 December 2025 and (iii) and alignment with the Bridge Loan Agreement. The other terms of the loan facilities under the Amended Facilities Agreement remain unchanged.
Certain existing shareholders among the Underwriters (as defined below) (the “Guarantors”) will guarantee for obligations of the Company (the “Guarantee Commitments”) under the Amended Facilities Agreement and the Bridge Loan Agreement until the Bridge Loan is repaid, limited to an amount not exceeding NOK 200 million. The Guarantors shall receive a guarantee fee of 5 per cent of the Guarantee Commitments that shall be settled by new shares in the Company (“Guarantee Fee Shares”) at the same subscription price as in the Rights Issue.
The Rights Issue
The Bridge Loan together with the net proceeds from the Rights Issue is expected to provide XXL with the financing required for the Company’s current business plan, which assumes gradual improvement in market conditions and positive effects from ongoing improvement initiatives.
The Rights Issue is subject to an extraordinary general meeting of the Company (the “EGM”) adopting the following resolutions (the “EGM Resolutions”) to be proposed by the Board of Directors of the Company: (i) to reduce the share capital by a reduction of the nominal value of the shares from NOK 40 to NOK 0.1, (ii) to increase the share capital of the Company in connection with the Rights Issue, and (iii) to grant the Board of Directors an authorization to increase the share capital for the purpose the issuance of the Commission Shares (as defined below) and the Guarantee Fee Shares. Launch of the Rights Issue is also subject to publication by the Company of the prospectus referred to below.
The record date for the Rights Issue is expected to be on or about 15 January 2024 following the expiry of the creditor notice period required to complete the share capital decrease, or a later date as determined by the Board of Directors of the Company (as registered as such in the Company’s shareholders’ register in the VPS two trading days thereafter) (the “Record Date”). The subscription period, the subscription price and the number of shares to be offered in the Rights Issue shall be agreed between the Company, the Global Coordinators, and certain existing shareholders among the Underwriters (each term as defined below) no later than the third trading day on the Oslo Stock Exchange preceding the Record Date (the “Pricing Date”).
The subscription price in the Rights Issue shall be set equal to the theoretical share price exclusive of the subscription rights (“TERP”), calculated on the basis of the volume weighted average price (VWAP) quoted for the shares in the Company the last three trading days prior to the Pricing Date, less a discount of approx. 40%, however such that the subscription price for the new shares shall not be higher than NOK 8.
Each shareholder will be granted tradeable subscription rights (“Subscription Rights”) in proportion to the number of existing shares registered in the Company’s shareholder register at the Record Date. Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be allocated one new share in the Rights Issue. Oversubscription and subscription without Subscription Rights will be allowed.
Altor Invest 5 AS, Altor Invest 6 AS, (together “Altor”), Ferd AS, MP Pensjon PK, Funkybiz AS, Nordkronen II AS, Arvo Invest AS, Nye Berghol Invest AS, Stanza AS, Buntel AB, Munkekullen 5 Förvaltning AB, Fenja Capital I A/S and Anavio Capital Partners LLP (together, the “Underwriters”) have, subject to customary conditions, underwritten the full offer size of the Rights Issue and thereby committed to subscribe for any shares offered in the Rights Issue and not subscribed for during the subscription period.
An underwriting fee of 10 per cent will be paid on the basis of the underwriting commitment by each Underwriter, payable in the form of new shares (the “Commission Shares”) at the same subscription price as in the Rights Issue.
Altor currently owns 45.9 per cent of the total number of shares in XXL and 33.3 per cent of the ordinary voting shares (Class A Shares). If allocation of new shares in the Rights Issue or the allocation of Commission Shares and/or Guarantee Fee Shares would otherwise have triggered mandatory offer obligations pursuant to the Norwegian Securities Trading Act for Altor or for other subscribers for new shares in the Rights Issue by reason of the shareholding of such subscriber (together with its close associated) exceeding 33.33 per cent of the votes in the Company by the allocation of Class A Shares, then the subscriber will for the excess allocation receive exchangeable unlisted non-voting Class B Shares.
The Company will call for the EGM to be held on or about 28 November 2024 to adopt the EGM Resolutions. Shareholders, including the Underwriters, currently representing approx. 60.54 per cent of the shares and approx. 51.37 per cent of the votes in the Company have undertaken or confirmed that they will vote in favour of the EGM Resolutions.
According to the current timetable, and subject to the approval by the EGM, the Company’s shares are expected to trade exclusive of Subscription Rights on 14 January 2025 or at a later date as determined by the Board of Directors, the Record Date for the Rights Issue is expected to be 15 January 2025 and the subscription period for the Rights Issue is expected to commence on or about 17 January 2025 and end on or about 31 January 2025. The period during which the Subscription Rights are expected to be tradable is expected to commence on or about 17 January 2025 and end on or about 27 January 2025.
The Company will prepare and publish a prospectus for the Rights Issue that will include the full terms and conditions of the Rights Issue and is subject to approval by the Financial Supervisory Authority of Norway prior to publication.
All dates and other figures with respect to the Rights Issue included herein remain tentative and subject to change. Any changes will be announced at the EGM or through stock exchange announcements.
Alternative transaction structure
As of today, XXL has not received voting undertakings or confirmations from shareholders representing two-thirds of the total votes and shares in the Company in relation to the Rights Issue, and the Company has therefore planned for a scenario where the resolution to approve the Rights Issue is not adopted by the EGM. One solution, for which the Company has received underwriting commitments for a total amount of NOK 375 million, is a share issue (the “Alternative Rights Issue”) in a newly established and wholly owned subsidiary of XXL (“Newco”) that will have acquired materially all assets, rights and liabilities of the Company as contribution in kind. The shareholders of XXL will receive subscription rights in the Alternative Rights Issue as dividend in-kind in proportion to the number of shares held in XXL at a date to be determined by the Board of Directors of XXL, ensuring equal treatment of all shareholders.
The Board of Directors will in the EGM notice propose that an authorization to resolve the above in-kind dividend is granted to the Board of Directors for the event that the EGM Resolutions are not adopted. Shareholders, including the Underwriters, currently representing approx. 60.54 per cent of the shares and approx. 51.37 per cent of the votes in the Company have undertaken or confirmed that they will vote in favour of a resolution to grant the Board of Directors such authorization.
It is contemplated that the subscription rights in the Alternative Rights Issue will be tradeable on Euronext Growth Oslo, and that the shares in Newco will be listed on Euronext Growth Oslo following the expiry of the subscription period in the Alternative Rights Issue.
Advisors
Carnegie AS, DNB Markets, a part of DNB Bank ASA, and Nordea Bank Abp, filial i Norge, have been retained as global coordinators (the “Global Coordinators”) for the Rights Issue. Advokatfirmaet Thommessen AS is legal advisor to the Company.
DNB Markets is a part of DNB Bank ASA. DNB Bank ASA and Nordea Bank Abp, filial i Norge are lenders under the Company’s Amended Facilities Agreement and Bridge Loan Agreement, and proceeds from the Rights Issue will partly, as stated, be used for repayment of the Bridge Loan.
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
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 6 November 2024 at 20:45 CET.
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 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 Carnegie AS (Ongoing prospectuses and offerings: - Carnegie Norway), DNB Markets, a part of DNB Bank ASA (www.dnb.no/emisjoner) and Nordea Bank Abp, filial i Norge (www.nordea.com/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 Rights Issue or the Alternative Rights Issue (as applicable) 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.
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