Viktige forbehold - disclaimer
Du må sette deg godt inn i betingelsene under for å delta i emisjonen. / Please read the disclaimer to proceed to the offer and documents.
(06.03.2023) DNB Markets is acting as Manager in the Subsequent Offering for XXL ASA (“XXL” or the “Company”).
DISCLAIMER - IMPORTANT
Access to the information and documents on this portion of the website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you seek to access this restricted information. Your confirmation must be true and accurate.
The following information is prepared in connection with the subsequent offering (the "Subsequent Offering") and listing on the Oslo Stock Exchange of up to 27,027,027 new shares in XXL ASA (the "Company"), each with a nominal value of NOK 0.40 (the "Offer Shares") to be issued at a subscription price of NOK 3.70 per Offer Share. Subscription rights (the "Subscription Rights") will be issued to qualified shareholders in order to allow for subscription of the Offer Shares.
The information contained in this section of the website of the Company is (a) only intended for, and may only be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to (i) "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "U.S.Securities Act")) ("QIBs") or (ii) persons resident and physically present outside the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the "United States"), Canada, Australia, Hong Kong or Japan, and resident and physically present in a jurisdiction where to do so will not constitute a violation of the local securities laws or regulations of such jurisdiction, and (b) does not constitute an offer of, or an invitation to purchase, any of the Offer Shares or to use the Subscription Rights to subscribe for Offer Shares of the Company in the United States, Canada, Australia, Hong Kong, Japan, or any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.
The Subscription Rights and Offer Shares being granted and offered, respectively, in the Subsequent Offering have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not and will not be offered, sold, exercised, pledged, resold, granted, delivered, allocated, taken up, transferred or delivered, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the U.S. Securities Act and in compliance with the applicable securities laws of any state or jurisdiction of the United States. The Offer Shares, including the Subscription Rights, are being offered (i) within the United States only to QIBs, as defined in Rule 144A of the U.S. Securities Act, pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, and (ii) outside the United States in "offshore transactions" as defined in, and in reliance on, Regulation S under the U.S. Securities Act, in each case, in accordance with any applicable securities laws of any state or territory of the United States or any other jurisdiction.
Furthermore, the Subscription Rights and the Offer Shares have not been and will not be registered under the applicable securities laws of Canada, Australia, Hong Kong, Japan, or any other jurisdiction in which it would be unlawful or would require registration or other measures, and therefore may not be offered or exercised to or for the account or benefit of any person having a registered address in, or located or resident in, Canada, Australia, Hong Kong, Japan or any other jurisdiction in which it would be unlawful or would require registration or other measures.
Any investment or investment activity to which this information relates is available only to, and will be engaged in only with, persons who (i) are outside the United Kingdom, (ii) are investment professionals falling within Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be engaged with, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as "Relevant Persons"). The Subscription Rights and the Offer Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Subscription Rights or Offer Shares will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on these documents or any of their contents.
The information and documents on this portion of the website are advertisements and do not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (such regulation, together with any amendments thereto and any applicable implementing measures in the relevant home Member State under such regulation, the "EU Prospectus Regulation").
In any member state of the European Economic Area, other than Norway (each, a "EEA Member State"), that has implemented the EU Prospectus Regulation, the information and documents on this portion of the website are only addressed to and are only directed at qualified investors in that EEA Member State within the meaning of the EU Prospectus Regulation.
Access to the information contained on this portion of the website may be illegal in certain jurisdictions, and only certain categories of persons may be authorised to access such information and documents. All persons who wish to have access to the documents contained in this section of the Company’s website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this section of the website, or require registration or approval for any acquisition of securities by them. No such registration or approval has been or will be obtained. The Company assumes no responsibility if there is a violation of applicable law and regulations by any person.
I therefore certify that:
- I am a QIB in the United States or am a resident and physically present in a country outside the United States, Australia, Canada, Hong Kong and Japan;
- I am authorised to access the information and documents contained on this part of the website without being subject to any legal restrictions and without further actions required by the Company; and
- I have read, understand and agree to comply with all of the restrictions set forth above.