REG - Frasers Group PLC - Not proceeding with voluntary offer for XXL ASA

FrasersAnnouncement

20/02/2025 16:00

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RNS Number : 9208X  Frasers Group PLC  20 February 2025

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Date: 20 February 2025

 

FRASERS GROUP PLC

Frasers Group plc will not proceed with its intended voluntary offer for XXL
ASA

Reference is made to the Oslo Stock Exchange announcement made by Frasers
Group plc ("Frasers") on 6 December 2024 regarding its intention to launch a
conditional voluntary offer for all of the shares in XXL ASA ("XXL") that it
does not already own, at NOK 10 per share (the "Intended Offer").

Frasers has this morning made an announcement via the Oslo Stock Exchange that
it will not proceed with the Intended Offer on the basis that the condition
requiring acceptance of the Intended Offer by a sufficient number of
shareholders to ensure that Frasers would hold more than 50% of XXL's shares
and votes on a fully diluted and converted basis would not be satisfied. The
full announcement can be seen here
(https://newsweb.oslobors.no/message/639372) .

 

Frasers Group plc

 

 Robert Palmer, Company Secretary                      T. 0344 245 9200

 LEI: 213800JEGHHEAXIJDX34                             E. company.secretary@frasers.group (mailto:company.secretary@frasers.group)

 Chris Wootton, Chief Financial Officer                T. 0344 245 9200

                                                       E. financial@frasers.group

 Gary Thompson , Keith Bishop Associates, PR Advisors  T. 07881 952441

                                                       E. gary@kbapr.com

 

 

DISCLAIMER

Frasers Group plc ("Frasers") is publishing this announcement solely for the
information of other shareholders in XXL ASA ("XXL"). This announcement is not
intended to be and does not constitute or contain any investment
recommendation as defined by Regulation (EU) No 596/2014 (as it forms part of
the domestic law in the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018). No information in this announcement should be
construed as recommending or suggesting an investment strategy. Nothing in
this announcement or in any related materials is a statement of or indicates
or implies any specific or probable value outcome in any particular
circumstance. This announcement is provided merely for general informational
purposes and is not intended to be, nor should it be construed as (1)
investment, financial, tax or legal advice, or (2) a recommendation to buy,
sell or hold any security or other investment, or to pursue any investment
style or strategy. Neither the information nor any opinion contained in this
announcement constitutes an inducement or offer to purchase or sell or a
solicitation of an offer to purchase or sell any securities or other
investments in XXL or any other company by Frasers or any of its affiliates in
any jurisdiction. This announcement does not consider the investment
objective, financial situation, suitability or the particular need or
circumstances of any specific individual who may access or review this
announcement and may not be taken as advice on the merits of any investment
decision. This announcement is not intended to provide the sole basis for
evaluation of, and does not purport to contain all information that may be
required with respect to, any potential investment in XXL. Any person who is
in any doubt about the matters to which this announcement relates should
consult an authorised financial adviser or other person authorised under the
UK Financial Services and Markets Act 2000. To the best of Frasers' ability
and belief, all information contained herein is accurate and reliable, and has
been obtained from public sources that Frasers believes to be accurate and
reliable. However, such information is presented "as is", without warranty of
any kind, whether express or implied, and Frasers has not independently
verified the data contained therein. All expressions of opinion are subject to
change without notice, and Frasers does not undertake to update or supplement
any of the information, analysis and opinion contained herein.

FORWARD LOOKING STATEMENTS

This announcement contains certain forward-looking statements and information
that are based on Frasers' beliefs, as well as assumptions made by, and
information currently available to, Frasers. These statements include, but are
not limited to, statements about strategies, plans, objectives, expectations,
intentions, expenditures and assumptions and other statements that are not
historical facts. When used herein, words such as "anticipate," "believe,"
"estimate," "expect," "intend," "plan" and "project" and similar expressions
(or their negative) are intended to identify forward-looking statements. These
statements reflect Frasers' current views with respect to future events, are
not guarantees of future performance and involve risks and uncertainties that
are difficult to predict. Further, certain forward-looking statements are
based upon assumptions as to future events that may not prove to be accurate.
Actual results, performance or achievements may vary materially and adversely
from those described herein. There is no assurance or guarantee with respect
to the prices at which any securities of XXL or any other company will trade,
and such securities may not trade at prices that may be implied herein. Any
estimates, projections or potential impact of the opportunities identified by
Frasers herein are based on assumptions that Frasers believes to be reasonable
as of the date hereof, but there can be no assurance or guarantee that actual
results or performance will not differ, and such differences may be material
and adverse. No representation or warranty, express or implied, is given by
Frasers or any of its officers, employees or agents as to the achievement or
reasonableness of, and no reliance should be placed on, any projections,
estimates, forecasts, targets, prospects or returns contained herein. Neither
Frasers nor any of its directors, officers, employees, advisers or
representatives shall have any liability whatsoever (for negligence or
misrepresentation or in tort or under contract or otherwise) for any loss
howsoever arising from any use of information presented in this announcement
or otherwise arising in connection with this announcement. Any historical
financial information, projections, estimates, forecasts, targets, prospects
or returns contained herein are not necessarily a reliable indicator of future
performance. Nothing in this announcement should be relied upon as a promise
or representation as to the future. Nothing in this announcement should be
considered as a profit forecast.

PERMITTED RECIPIENTS

In relation to the United Kingdom, this announcement is being issued only to,
and is directed only at, (i) investment professionals specified in Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 as amended (the "Order"), (ii) high net worth entities, and other
persons to whom it may lawfully be communicated, falling within Article
49(2)(a) to (d) of the Order and (iii) persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21
of the Financial Services and Markets Act 2000) in connection with the issue
or sale of any securities of XXL or any member of its group may otherwise
lawfully be communicated or caused to be communicated (all such persons
together being referred to as "Permitted Recipients"). Persons who are not
Permitted Recipients must not act or rely on the information contained in this
announcement.

DISTRIBUTION

Not for release, publication or distribution, in whole or in part, directly or
indirectly, in, into or from any jurisdiction where to do so would constitute
a violation of the relevant laws of that jurisdiction. The distribution of
this announcement in certain countries may be restricted by law and persons
who access it are required to inform themselves and to comply with any such
restrictions. Frasers disclaims all responsibility where persons access this
announcement in breach of any law or regulation in the country of which that
person is a citizen or in which that person is residing or is domiciled.

 

 

 

 

 

 

 

 

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