NOT FOR DISTRIBUTION, RELEASE OR PUBLICATION, IN WHOLE OR IN PART, IN OR INTO AUSTRALIA, CANADA, HONG KONG, NEW ZEALAND, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, RELEASE OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE PRIOR APPROVAL.
Reference is made to the offer document dated 14 April 2025 (the "Offer Document") by Frasers Group plc ("Frasers" or the "Offeror") for the mandatory cash offer to acquire all of the outstanding shares in XXL ASA ("XXL" or the "Company") at a price of NOK 10 per share (the "Offer"). Reference is further made to the stock exchange announcements published by Frasers on 13 May 2025 regarding the extension of the acceptance period for the Offer until 27 May 2025 at 16:30 (CEST) (the "Extension Announcement").
As of 17:00 (CEST) on 13 May 2025, and subject to customary verification, Frasers had received valid acceptances of the Offer for a total of 356,062 shares, representing approximately 0.41% of all shares in XXL. Excluding the shares tendered in the Offer, Frasers currently owns 28,776,451 of XXL's outstanding A shares, which corresponds to approximately 32.9% of all shares in XXL and approximately 40.8% of the voting A-shares. Frasers do not own any B shares in XXL.
The Offer is only capable of being accepted pursuant to the Offer Document, and the complete terms and conditions for the Offer (other than the amendments made pursuant to the Extension Announcement) are included in the Offer Document. Shareholders that want to accept the Offer must fill out and return the acceptance form, which is included in the Offer Document, or as available on the webpage of Danske Bank (the "Receiving Agent") www.danskebank.no/xxl, by 16:30 (CEST) on 27 May 2025 and in accordance with procedures set out in the Offer Document or on the webpage of the Receiving Agent.
Subject to regulatory restrictions in certain jurisdictions, the Offer Document is available at www.danskebank.no/xxl and may be obtained free of charge during ordinary business hours at the offices of the Receiving Agent, Danske Bank A/S NUF, Bryggetorget 4, 0250 Oslo, Norway.
IMPORTANT INFORMATION
The Offer, the Offer Document and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. The Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia, Hong Kong, New Zealand, South Africa or Japan or any other jurisdiction in which such distribution, forwarding or transmittal would be unlawful. The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This announcement is not an offer document and, as such, does not constitute an offer or the solicitation of an offer to acquire the Shares. Investors may accept the Offer only on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway.
This announcement is for informational purposes only and is not a tender offer document or a prospectus and, as such, is not intended to constitute or form any part of an offer or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer is only made on the basis of the Offer Document approved by the Financial Supervisory Authority of Norway, and can only be accepted pursuant to the terms of such document. The Offer will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document, prospectus or registration or other requirements would apply in addition to those undertaken in Norway (and other member states of the European Economic Area, as applicable).
Notice to U.S. shareholders
U.S. Holders (as defined below) are advised that the Shares are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder. The Offer is being made to holders of Shares resident in the United States (“U.S. Holders”) on the same terms and conditions as those made to all other holders of Shares of the Company to whom an offer is made. Any information documents, including this Offer Document, are being disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to the Company’s other shareholders to whom an offer is made. The Offer is being made by the Offeror and no one else.
The Offer relates to shares of a Norwegian company listed and trading on Euronext Oslo Børs and is subject to the legal provisions of the Norwegian Securities Trading Act regarding the implementation and disclosure requirements for such an offer, which differ substantially from the corresponding legal provisions of the United States. For example, the financial statements and certain financial information in this Offer Document have been determined in accordance with the International Financial Reporting Standards (“IFRS”) and may therefore not be comparable to the financial statements or financial information of U.S. companies and other companies whose financial information is determined in accordance with the Generally Accepted Accounting Principles of the United States.
The Offer is being made to U.S. Holders in compliance with section 14(e) and Regulation 14E under the U.S. Exchange Act, including available exemptions thereunder, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to the offer timetable, that are different from those would be applicable under U.S. domestic tender offer procedures and law. Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant rules of the Norwegian Securities Trading Act, which differ from payment and settlement procedures customary in the United States, particularly with regard to the payment date of the consideration.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, the Financial Advisor may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.
The Financial Supervisory Authority of Norway has approved the Offer Document. Neither the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States has approved or disapproved this Offer or reviewed it for its fairness, nor have the contents of this Offer Document or any other documentation relating to the Offer been reviewed for accuracy, completeness or fairness by the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States. Any representation to the contrary is a criminal offence in the United States.