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 stock exchange announcement made on 30 May 2025 regarding the final results of the mandatory offer made by Frasers Group Plc ("Frasers" or the "Offeror") to acquire all of the issued and outstanding shares (the “Shares”) in XXL ASA ("XXL" or the "Company") at a price of NOK 10 per Share.
Following settlement of the Offer completed on 10 June 2025, Frasers owns 66,896,641 A Shares and 17,051,037 B Shares, representing approximately 95.9% of all Shares and approximately 94.9% of the voting rights in XXL.
The board of directors of Frasers has resolved, with effect from close of trading on the Oslo Stock Exchange today, 30 June 2025, a compulsory acquisition of all Shares not owned by Frasers, pursuant to Section 4-25 of the Norwegian Public Limited Liability Companies Act and Section 6-22 (1) of the Norwegian Securities Trading Act. As a consequence, Frasers has assumed ownership of all Shares and votes in XXL.
The offered redemption price in the compulsory acquisition is NOK 10 per Share (the "Redemption Price"), which is equal to the offer price in the Offer. Frasers has obtained a statutory guarantee for the settlement of the Redemption Price in the compulsory acquisition in accordance with Section 6-22 (3) no. 3 of the Norwegian Securities Trading Act.
Any objections to, or rejection of, the Redemption Price must be received at the latest by 23:59 hours (CEST) on 1 September 2025 (the "Objection Deadline"). Former shareholders of the Company who do not object to, or reject, the Redemption Price within the Objection Deadline will be deemed to have accepted the Redemption Price.
Settlement of the Redemption Price has been initiated and will occur following normal settlement procedures. A notice regarding the compulsory acquisition will be sent to all former shareholders subject to the compulsory acquisition whose addresses are known. In addition, the compulsory acquisition will be announced through the electronic notice service of the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret).
Following the compulsory acquisition, Frasers will pursue a delisting of the Shares from the Oslo Stock Exchange.
Advisers
Danske Bank A/S NUF (formerly known as "Danske Bank, Norwegian Branch") is acting as financial advisor and receiving agent while Advokatfirmaet Schjødt AS and White & Case LLP are acting as legal advisors to Frasers Group Plc.
Important Information
The Offer, the offer document for 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 and Japan. 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.
Notice to U.S. Holders
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 the 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 the 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 the Offer or reviewed it for its fairness, nor have the contents of the 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.