XXL ASA – Launch of Underwritten Private Placement

21 Dec 2022 16:30 CET

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XXL ASA – Launch of Underwritten Private Placement
Reference is made to the stock exchange announcement released by XXL ASA (“XXL”
or the “Company”) earlier today regarding the waiver agreement entered into with
the Company's lending banks DNB Bank ASA and Nordea Bank Abp, filial i Norge
(“Nordea”) (the "Waiver Agreement"), the underwritten NOK 500 million private
placement, trading update and exit from Austria.

XXL has engaged DNB Markets, a part of DNB Bank ASA, and Nordea as joint
bookrunners (the "Managers") for the contemplated private placement (the
"Private Placement") of new shares in the Company (the "Offer Shares") to raise
gross proceeds of NOK 500 million. The net proceeds from the Private Placement
will be used to repay debt outstanding under the Company's loan facilities and
thereby satisfy the condition under the Waiver Agreement for a waiver from
certain financial covenants.

UNDERWRITING AND PRE-COMMITMENTS
XXL has entered into an underwriting agreement (the “UWA”) securing NOK 500
million in gross proceeds from the Private Placement.

Under the UWA, Altor Invest 5 AS and Altor Invest 6 AS (together, “Altor”) have
pre-committed to subscribe NOK 119 million (i.e. their pro-rata share of the
Private Placement), Dolphin Management AS to subscribe for NOK 50 million,
Arctic AM to subscribe for NOK 30 million and Funkybiz AS to subscribe for NOK
10 million, giving a total pre-subscription at the Subscription Price (as
defined below) set in the bookbuilding in the amount of NOK 209 million.
Further, the Private Placement has received support from other large
shareholders including Ferd AS who has indicated that they will subscribe for
their pro-rata portion of the voting shares in the Private Placement.
In addition, Altor have guaranteed full subscription of the Private Placement at
a subscription price of NOK 3.70, setting a floor for the pricing of the Offer
Shares. After the announcement of, inter alia, the Private Placement earlier
today, the Managers have received additional indications from shareholders
intending to subscribe in the Private Placement.

If Altor, by reason of being allotted shares under their underwriting commitment
becomes the owner of more than 1/3 of the shares in the Company, they will
receive convertible non-voting class B shares for the excess amount in order for
them not to trigger the mandatory offer obligations.

Altor and Dolphin Management AS are represented on the board of directors of the
Company (the "Board"). Funkybiz AS is owned by chairman of the Board, Hugo
Maurstad.

The shareholders who have pre-committed and underwritten the Private Placement
as part of the UWA will receive a fee of 1.5% of their respective pre-commitment
and underwriting amounts.

TIMELINE AND THE DETAILED TERMS OF THE PRIVATE PLACEMENT
The bookbuilding and application period for the Private Placement commences
today, on 21 December 2022 at 16:30 hours CET, and is expected to close on 22
December 2022 at 08:00 hours CET. The Company, after consultation with the
Managers, reserves the right to at any time and in its sole discretion to 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 subscription price for the Offer Shares (the "Subscription Price") will be
set by the Board, in consultation with the Managers, following completion of the
bookbuilding process. Due to the underwriting, the Subscription Price will in
any event not be lower than NOK 3.70 per share.

Allocation of shares in the Private Placement will be determined after the
expiry of the bookbuilding period, and final 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.

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
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.

Settlement of the Private Placement will be divided into two tranches. The first
tranche, consisting of up to 50,400,000 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. Settlement with investors other than the
parties to the UWA will be prioritized in the first tranche, and primary
insiders and their close associates will not be allocated shares in the first
tranche.

The second tranche, consisting of the remaining 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").

Completion of the Private Placement by delivery of Offer Shares to investors is
subject to (i) the necessary corporate resolutions required to consummate the
Private Placement being made, including the resolution of the Board to complete
the Private Placement, the EGM resolving the share capital increases pertaining
to the issuance of the Offer Shares and authorizing the Board to resolve the
Subsequent Offering (together, the "EGM Resolutions"), and (ii) registration of
the share capital increases pertaining to the issuance of the Offer Shares in
the relevant tranche with the Norwegian Register of Business Enterprises and the
registration of those Offer Shares in the Norwegian Central Securities
Depository ("VPS").

The shareholders who are parties to the UWA have undertaken to vote in favour of
the EGM Resolutions, and investors that are allocated shares in the Private
Placement will also undertake to vote in favour of the EGM Resolutions at the
EGM.

POTENTIAL SUBSEQUENT OFFERING
Following completion of the bookbuilding in the Private Placement, the Board
will consider a subsequent offering of new shares (the “Subsequent Offering”),
including size of such offering, to certain shareholders not allocated shares in
the Private Placement as detailed below. The subscription price in any such
Subsequent Offering will be equal to the Subscription Price in the Private
Placement. Shareholders of the Company as of close of trading on 21 December
2022, as recorded in the VPS on 23 December 2022, who are not allocated shares
in the Private Placement and were not contacted during the wallcrossing event
prior to publication of the Company's announcement at 07:30 hours CET on 21
December 2022, and who 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 (“Eligible Shareholders”),
will receive subscription rights in the Subsequent Offering.

The subscription period for the Subsequent Offering is expected to commence in
the first half of March 2023 following approval of the Prospectus.

The net proceeds from the Subsequent Offering will be applied for general
corporate purposes.

The Subsequent Offering will, inter alia, be conditional upon (i) completion of
the Private Placement, (ii) a resolution of the extraordinary general meeting,
expected to be held on or about 17 January 2023, authorizing the Board to issue
the new shares in the Subsequent Offering, (iii) the trading price of the
Company's shares exceeding the subscription price, and (iv) approval and
publication of the Prospectus.

EQUAL TREATMENT COONSIDERATIONS
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 structure of the equity raise 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 transaction structure is in compliance with these requirements.

The share issuance will be carried out as a private placement in order for the
Company to complete the equity raise in a manner that is efficient and closely
coordinated with the waiver process with its lending banks. Certainty of at
least NOK 500 million in new equity is a condition under the waiver agreement
with the lending banks, and that certainty has been provided by the
pre-commitments and underwriting of the Private Placement. With regards to
timing of the transaction the Company finds it beneficial to execute prior to
year-end in order for the Company's debt not to be reclassified to short term
debt. The subscription price will be set on the basis of a publicly announced
bookbuilding process and thus reflecting market pricing of the shares, with a
minimum price of NOK 3.70 to protect the Company's shareholders against
unexpected results resulting in high dilution.

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 overall where inter alia the above factors and the current weak retail
market and equity capital markets, the Board has considered the proposed
transaction structure to be in the common interest of the Company and its
shareholders.

ADVISORS
DNB Markets, a part of DNB Bank ASA, and Nordea act as managers 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 90 27 29 59
E-mail: ir@xxlasa.com

Press contact:
Andreas Nyheim
Tel: + 47 952 11 779
E-mail: presse@xxl.no

This information is subject to the disclosure requirements pursuant to 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,
Finland, Denmark and Austria. 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, 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 respective 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 respective 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.

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