XXL ASA – Private Placement successfully placed

22 Dec 2022 00:10 CET

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:
• 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;
• Altor Invest 6 AS, a close associate of board member Tom Christian Jovik, was
allocated 33,435,996 Offer Shares and will upon issuance of these shares own
63,495,479 shares (16.4%) in the Company;
• Dolphin Management AS, a close associate of board member Øivind Lønnestad
Tidemandsen, was allocated 13,513,514 Offer Shares and will upon issuance of
these shares own 48,013,514 shares (12.4%) in the Company; and
• Funkybiz AS, a close associate of chairperson Hugo Lund Maurstad, was
allocated 2,702,703 Offer Shares and will upon issuance of these shares own
5,302,703 shares (1.4%) in the Company.

Completion of the Private Placement by delivery of Offer Shares to investors is
subject to (i) the EGM resolving the share capital increases pertaining to the
issuance of the Offer Shares and, as further described below, 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, being Altor, Dolphin Management AS,
Arctic AM and Funkybiz AS, and investors who have been allocated shares in the
Private Placement, have undertaken to vote in favour of the EGM Resolutions.

SUBSEQUENT OFFERING
The Company has, subject to completion of the Private Placement, and certain
other conditions, resolved to carry out a subsequent offering of up to
27,027,027 new shares at the Offer Price (the "Subsequent Offering") which,
subject to applicable securities law, which will be directed towards certain
shareholders not allocated shares in the Private Placement as detailed below.
The subscription price in the 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 were not allocated shares in the Private Placement, 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 Subsequent Offering will, inter alia, be conditional upon (i) completion of
the Private Placement, (ii) the EGM Resolutions, (iii) the trading price of the
Company's shares exceeding the subscription price, and (iv) approval and
publication of the Prospectus.

The subscription period for the Subsequent Offering is expected to commence in
the first half of March 2023 following approval and publication of the
Prospectus.
The net proceeds from the Subsequent Offering will be applied for general
corporate purposes.

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 was 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 found 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 was set on the basis of a publicly announced
bookbuilding process and thus reflected the 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 Bank Abp, filial i Norge 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 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 22 December 2022 at 00:10 CET.

Allocation of Offer Shares in the Private Placement to close associates to
primary insiders is disclosed pursuant to the Market Abuse Regulation Article
19. Further details of the allocations of Offer Shares to primary insiders are
available in the attached forms. This disclosure also is made pursuant to
section 4-2 (3) 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.

More information:
Access the news on Oslo Bors NewsWeb site

578928_PDMR - Attachment (Dolphin).pdf
578928_PDMR - Attachment (Altor Invest 6 AS).pdf
578928_PDMR - Attachment (Altor Invest 5 AS).pdf
578928_PDMR - Attachment (Funkybiz AS).pdf