XXL ASA - Private Placement successfully placed

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
Reference is made to the stock exchange announcement released by XXL ASA ("XXL"
or the "Company") on 21 March 2024 regarding the launch of a contemplated
private placement of new ordinary shares (class A-shares) and non-voting shares
(class B-shares) in the Company to raise gross proceeds of approximately NOK 500
million (the "Private Placement"). 

The Company hereby announces that the Private Placement has been successfully
placed and that it has allocated 535,714,285 new ordinary shares (class
A-shares) and 178,571,429 new non-voting shares (class B-shares) (the "Offer
Shares") in the Private Placement at a subscription price of NOK 0.70 per Offer
Share (the "Subscription Price"), raising gross proceeds of NOK 500 million. 

Carnegie AS, DNB Markets, a part of DNB Bank ASA and Nordea Bank Abp, filial i
Norge acted as joint bookrunners (the "Managers") in connection with the Private
Placement.

The net proceeds from the Private Placement will be used for general corporate
purposes. The existing revolving credit facility with DNB Bank ASA and Nordea
Bank Abp as lenders will be reduced from NOK 1,150 million to NOK 850 million.
In sum, the Private Placement will give the Company approx. NOK 361 million in
additional liquidity.
Notification of allocation is expected to be sent to the applicants by the
Managers before 09:00 hours (CET) on 22 March 2024.

Altor Invest 5 AS and Altor Invest 6 AS, both close associates of board member
Tom Christian Jovik, were allocated 89,285,714 and 89,285,714 class A-shares,
respectively, in addition to 89,285,714 and 89,285,715 class B-shares,
respectively. Upon issuance of the Offer Shares, Altor Invest 5 AS will own
311,761,064 class A-shares, representing 16.66% of the votes in the Company and
253,646,871 class B-shares, and Altor Invest 6 AS will own 311,761,064 class
A-shares, representing 16.66% of the votes in the Company and 253,646,887 class
B-shares. Please refer to the attached notifications of trading for further
details.

Altor Invest 5 AS and Altor Invest 6 AS (together "Altor"), Ferd AS and Frasers
Group Plc. (the "Pre-committing Shareholders"), had pre-committed to subscribe
for Offer Shares in the Private Placement. Settlement with investors other than
the Pre-committing Shareholders will be on a delivery-versus-payment basis (DvP)
facilitated through the delivery of existing and unencumbered class A-shares in
the Company, already listed on Oslo Børs, pursuant to a share lending agreement
to be entered into between Carnegie AS, on behalf of the Managers (as borrower),
the Company, and Altor (as lender) (the "Share Lending Agreement"). The borrowed
shares will be redelivered by the Managers to the lender in the form of new
listed class A-shares in the Company to be issued in connection with the Private
Placement.

A total of 265,985,080 new class A-shares can be listed and traded on Oslo Børs
without a listing prospectus. The class A-shares borrowed under the Share
Lending Agreement will be tradable on the first Oslo Børs trading day after the
date on which the EGM adopts the EGM Resolutions (as defined below), expected on
or about 15 April 2024. The investors other than the Pre-committing Shareholders
will only receive such borrowed shares. The excess number of listed shares (i.e.
166,998,668 A-shares, being the difference between 265,985,080 and the
98,986,412 shares being borrowed under the Share Lending Agreement) are
allocated pro rata among the Pre-committing Shareholders and will be tradable
upon registration of the share capital increase pertaining to the issuance of
the Offer Shares with the Norwegian Register of Business Enterprises (Nw.:
Foretaksregisteret).

The remaining 269,729,205 new class A-shares to be issued in connection with the
Private Placement will become listed and tradable on the first Oslo Børs trading
day following satisfaction of the Conditions (as defined below) and approval and
publication of a listing prospectus for these class A-shares. These class
A-shares will only be allocated to Pre-committing Shareholders and will be
registered under a separate ISIN in the period from issuance until first day of
trading. The class B-shares allocated in the Private Placement will remain
unlisted.

Completion of the Private Placement is subject to (i) the general meeting of the
Company resolving to (a) issue the Offer Shares, and (b) authorize the board of
directors to carry out the Subsequent Offer (limbs (a) and (b) together; the
"EGM Resolutions"), (ii) the Share Lending Agreement remaining in full force and
effect, (iii) the allocated Offer Shares having been fully paid; and (iv)
registration of the share capital increase pertaining to the issuance of the
Offer Shares with the Norwegian Register of Business Enterprises (Nw.:
Foretaksregisteret) and issuance of the Offer Shares in VPS (jointly the
"Conditions"). 

Investors who have been allocated shares in the Private Placement, have
undertaken to attend and vote (or pre-vote) on behalf of all its shares in the
Company in favour of, or give a voting proxy to be used 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
85,714,285 new class A-shares at the Subscription Price (the "Subsequent
Offering") which, subject to applicable securities law, 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, i.e. NOK 0.70 per class A-share.
Shareholders of the Company as of close of trading on 21 March 2024 (as
registered in the VPS two Norwegian business days thereafter) who (i) were not
allocated Offer Shares in the Private Placement, and (ii) 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
(the "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, if any, is expected to
commence during Q2 2024 following approval of the prospectus.

EQUAL TREATMENT CONSIDERATIONS
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 Private Placement structure 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 Private Placement 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 time and cost efficient manner. The
transaction was launched after having been pre-sounded with significant
shareholders. The Subscription Price was set slightly above the closing price on
Oslo Børs on 21 March 2024 and on the basis of the results of a publicly
announced bookbuilding process marketed by three leading investment banks, and
thus reflecting the market pricing of the shares.

Further, the Subsequent Offering, if implemented, will secure that Eligible
Shareholders will receive the opportunity to subscribe for new class A-shares at
the same subscription price as that applied in the Private Placement.

Based on an overall assessment where inter alia the above factors, alternative
financing structures, the Company's financial position and current equity
capital market conditions, the Board has considered that completing the Private
Placement will be in the common interest of the Company and its shareholders. 

ADVISORS 
Carnegie AS, DNB Markets, a part of DNB Bank ASA, and Nordea Bank Abp, filial i
Norge are acting as joint bookrunners 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: [phone] 
E-mail: [e-mail] 

Press contact:
Jan Christian Thommesen 
Tel: [phone]
E-mail: [e-mail]

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 March 2024 at 02:15 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 and Denmark. 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 is the responsibility of, the Company. The
Manager is 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 Manager nor any of its 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 Manager
nor any of its 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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