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 - Private Placement successfully placed
Reference is made to the stock exchange announcement released by XXL ASA ("XXL"
or the "Company") on 21 December 2022 regarding the launch of an underwritten
private placement of new shares in the Company to raise gross proceeds of NOK
500 million (the "Private Placement").
The Company hereby announces that it has allocated 135,135,135 new shares (the
"Offer Shares") in the Private Placement at a subscription price of NOK 3.70 per
Offer Share (the "Offer Price"), raising gross proceeds of NOK 500 million.
DNB Markets, a part of DNB Bank ASA, and Nordea Bank Abp, filial i Norge
(jointly, the "Managers") acted as joint bookrunners in connection with the
Private Placement.
The net proceeds from the Private Placement will be used to repay debt
outstanding under the Company's loan facilities and thereby satisfy the new
equity condition under the waiver agreement entered into with the Company's bank
consortium regarding certain financial covenants.
Settlement of the Private Placement will be divided into two tranches. The first
tranche, consisting of 37,503,142 Offer Shares, will be settled on or about 19
January 2023 on a delivery-versus-payment basis ("DVP") with listed shares
facilitated by a pre-funding agreement expected to be entered into between the
Company and the Managers. Offer Shares allocated to (i) Altor Invest 5 AS and
Altor Invest 6 AS (together, "Altor"), (ii) Dolphin Management AS, (iii)
7,270,270 of the Offer Shares allocated to Ferd AS and (iv) 7,273,515 of the
Offer Shares allocated to Odin Forvaltning AS will be settled in the second
tranche, and the remaining Offer Shares will be settled in the first tranche.
The second tranche, consisting of 97,631,993 Offer Shares, will be settled on or
about 8 March 2023 following the publication by the Company of a prospectus
relating to listing of Offer Shares and, if relevant, the offering of shares in
the Subsequent Offering (the "Prospectus").
The following close associates to primary insiders were allocated Offer Shares
in the Private Placement:
o Altor Invest 5 AS, a close associate of board member Tom Christian Jovik, was
allocated 33,435,995 Offer Shares and will upon issuance of these shares own
63,495,476 shares (16.4%) in the Company