Frasers Group plc will not proceed with its intended voluntary offer for the shares in XXL ASA at NOK 10 per share

20 Feb 2025 16:30 CET

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Frasers Group plc will not proceed with its intended voluntary offer for the
shares in XXL ASA at NOK 10 per share


20 February 2025 – Reference is made to the stock exchange announcement made by
Frasers Group plc (“Frasers”) on 6 December 2024 (the “Announcement”) regarding
its intention to launch a conditional voluntary cash offer for all of the shares
in XXL ASA (“XXL”), which Frasers does not already own, at NOK 10 per share (the
“Intended Offer”).

Pursuant to the Announcement, the Intended Offer was subject to several
conditions, and Frasers reserved the right not to proceed with the Intended
Offer if it became evident that any of the specified conditions would not be
fulfilled.

Through correspondence with XXL, Frasers has been informed that XXL’s other
large shareholders would not accept the Intended Offer if made. As a result,
Frasers has concluded that the condition requiring acceptance of the Intended
Offer by a sufficient number of shareholders to ensure Frasers would hold more
than 50% of XXL’s shares and votes on a fully diluted and converted basis would
not be fulfilled.

Against this background, Frasers has decided not to proceed with the Intended
Offer.

For further information, please contact:
Investor Contact
Frasers Group plc
Robert Palmer, Company Secretary: T. +44 344 245 9200
company.secretary@frasers.group

Chris Wootton, Chief Financial Officer T. +44 344 245 9200
E. financial@frasers.group

Media Contact
Keith Bishop Associates, PR Advisors
Gary Thompson T. +44 7881 952441
E. gary@kbapr.com

White & Case LLP and Advokatfirmaet Schjødt AS serve as legal advisers, and
Danske Bank A/S, Norwegian Branch serves as financial adviser and receiving
agent, to Frasers.

About Frasers

Frasers started as a small store in Maidenhead in 1982 and from there, grew to
become a global powerhouse. As the business evolved, 2019 saw the rebrand of
Sports Direct International to Frasers Group plc; a reflection of the group's
growth and change in market identity.

Led by Chief Executive Michael Murray, the business is set on a formidable
upwards trajectory as it continues to expand with its pioneering approach to
retail. Frasers provides consumers with access to the world's best Sports,
Premium and Luxury brands with a vision to build the planet's most admired and
compelling brand ecosystem.

As a leader in the industry, Frasers is committed to rethinking retail by
driving digital innovation and providing unique store experiences to its
consumers globally.

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