Share Issue/Capital Change • Oct 2, 2014
Share Issue/Capital Change
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XXL ASA - Shortening of the application period for the Retail Offering and the Employee Offering and the bookbuilding period for the Institutional Offering
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR
DISSEMINATION IN OR INTO THE UNITED STATES OF AMERICA
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE
OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF
COLUMBIA) (THE UNITED STATES), AUSTRALIA, CANADA OR
JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
XXL ASA - Shortening of the application period for
the Retail Offering and the Employee Offering and the
bookbuilding period for the Institutional Offering
Oslo, 2 October 2014; Reference is made to the
initial public offering of shares (the Offering) of
XXL ASA (XXL, ticker XXL) and the stock exchange
announcement by XXL on 1 October 2014 regarding early
close of the bookbuilding and application period.
The application period for the Retail Offering and
the Employee Offering expires at 12:00 hours (CET),
and the bookbuilding period expires at 14:00 hours
(CET), today, on 2 October 2014.
Applications for offer shares in the Institutional
Offering must be made by informing one of the
managers of the number of offer shares that the
investors wishes to order, and the price per share
that the investor is offering to pay for such offer
shares within 14:00 hours (CET) today, 2 October
Applicants in the Retail Offering who are resident in
Norway with a Norwegian personal identification
number are recommended to apply for offer shares
through the VPS online application system by
following the link to such system on: www.xxlasa.com
or www.dnb.no/emisjoner. Applicants in the Retail
Offering may also apply for offer shares by using the
retail application form attached to the prospectus
dated 22 September 2014. All applications must be
made within 12:00 hours (CET) today, on 2 October
Eligible Employees applying for offer shares in the
Employee Offering who are resident in Norway with a
Norwegian personal identification number are
recommended to apply for offer shares through the VPS
online application system by following the link to
such system on: www.xxlasa.com or
www.dnb.no/emisjoner. Applicants in the Employee
Offering, including applicants who do not have access
to the VPS online application system, may also apply
for offer shares by using the employee application
form attached to the prospectus dated 23 September
2014. All applications must be made within 12:00
hours (CET) today, on 2 October 2014.
The terms and conditions of the Offering are
presented in the prospectus prepared in connection
with the Offering and listing of XXL dated 22
September 2014. The prospectus is, subject to
regulatory restrictions in certain jurisdictions,
available at www.xxlasa.com, www.abgsc.com,
www.carnegie.no and www.dnb.no/emisjoner. Hard copies
of the prospectus may also be obtained free of charge
by contacting XXL or one of the Managers.
ABG Sundal Collier Norge ASA and Goldman Sachs
International are acting as Joint Global Coordinators
and Joint Bookrunners in the Offering; Carnegie and
Credit Suisse are acting as Joint Bookrunners in the
Offering and DNB Markets (a part of DNB Bank ASA) is
acting as Lead Manager in the Offering. The Joint
Global Coordinators and Joint Bookrunners, the Joint
Bookrunners and the Lead Manager are jointly referred
to as "Managers".
For further queries, please contact:
Mr. Tolle Grøterud, Investor Relations, XXL
+47 902 72 959 / [email protected]
About XXL ASA
XXL is a leading sports retailer with stores and e
commerce in Norway, Sweden and Finland. It is the
fastest growing among the major sports retailers in
the Nordic. 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 lowest prices and the
widest assortment of products, focusing on branded
goods.
Important Notice
This announcement is not and does not form a part of
any offer to sell, or a solicitation of an offer to
purchase, any securities of the Company.
Copies of this announcement are not being made and
may not be distributed or sent into the United
States, Australia, Canada, Japan or any other
jurisdiction in which such distribution would be
unlawful or would require registration or other
measures.
The securities referred to in this announcement have
not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the Securities
Act), and accordingly may not be offered or sold in
the United States absent registration or an
applicable exemption from the registration
requirements of the Securities Act and in accordance
with applicable U.S. state securities laws. The
Company does not intend to register any part of the
offering in the United States or to conduct a public
offering of securities in the United States. Any sale
in the United States of the securities mentioned in
this announcement will be made solely to qualified
institutional buyers as defined in Rule 144A under
the Securities Act.
Any offering of the securities referred to in this
announcement will be made by means of a prospectus.
This announcement is not a prospectus for the
purposes of Directive 2003/71/EC (as amended,
together with any applicable implementing measures in
any Member State, the Prospectus Directive).
Investors should not subscribe for any securities
referred to in this announcement except on the basis
of information contained in a prospectus.
In any EEA Member State that has implemented the
Prospectus Directive, this communication is only
addressed to and is only directed at qualified
investors in that Member State within the meaning of
the Prospectus Directive.
This communication is only being distributed to and
is only directed at persons in the United Kingdom
that are (i) 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) high net worth entities, and
other persons to whom this announcement may lawfully
be communicated, falling within Article 49(2)(a) to
(d) of the Order (all such persons together being
referred to as relevant persons ). This
communication must not be acted on or relied on by
persons who are not relevant persons. Any investment
or investment activity to which this communication
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.
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 believe,
expect, anticipate, strategy, intends, estimate,
will, may, continue, should 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. Actual events
may differ significantly from any anticipated
development due to a number of factors, including
without limitation, changes affecting the Company's
opening of new stores and net sales, changes
affecting the Company's gross margin, changes in
competition levels, changes in the Company's ability
to manage inventory levels, changes affecting net
sales, such as variations caused by weather and
seasonality, changes affecting personnel expenses and
other operating expenses, such as premises costs and
marketing costs, changes in laws and regulation and
the potential impact of legal proceedings and
actions. 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 Company does not guarantee that the
assumptions underlying the forward looking statements
in this presentation are free from errors nor does it
accept any responsibility for the future accuracy of
the opinions expressed in this presentation or any
obligation to update or revise the statements in this
presentation to reflect subsequent events. You should
not place undue reliance on the forward looking
statements in this document.
The information, opinions and forward looking
statements contained in this announcement speak only
as at its date, and are subject to change without
notice. The Company does not undertake any
obligation to review, update, confirm, or to release
publicly any revisions to any forward looking
statements to reflect events that occur or
circumstances that arise in relation to the content
of this announcement.
The Managers are acting exclusively for the Company
and the Selling Shareholders and no one else in
connection with the Offering and assume no
responsibility for this announcement.
None of the Managers or any of their respective
directors, officers, employees, advisers or agents
accepts any responsibility or liability whatsoever
for/or makes any representation or warranty, express
or implied, as to the truth, accuracy or completeness
of the information in this announcement (or whether
any information has been omitted from the
announcement) or any other information relating to
the Selling Shareholders or the Company, its
subsidiaries or associated companies, whether
written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any
loss howsoever arising from any use of announcement
or its contents or otherwise arising in connection
therewith.
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