LONDON: Frasers Group plc is planning to buy all the remaining shares in XXL ASA that it doesn’t already own, offering NOK 10 per share in cash.

This decision follows a recent shareholder vote against XXL’s proposed NOK 600 million rights issue. Frasers, which already holds 32.5% of XXL’s voting rights, opposes XXL’s alternative rights issue, arguing it is illegal and harmful to minority shareholders by unfairly diluting their shares.

Frasers’ offer values XXL at around NOK 246.4 million, representing a 25% premium over the recent share price. This offer provides an alternative to XXL’s rights issues, which would heavily dilute non-participating shareholders.

If the offer is successful, Frasers will help XXL with up to NOK 500 million in stock on delayed payment terms, aiming to address XXL’s stock and cash shortages.

Several conditions must be met for the offer to proceed. Frasers must secure more than 50% of XXL’s shares, there should be no adverse changes in XXL’s financial condition, and necessary approvals from authorities must be obtained. Additionally, there must be no legal actions blocking the offer, no changes in XXL’s share capital or major transactions, and the completion of due diligence on XXL’s finances. Frasers expects to send the official offer document to shareholders in January 2025.

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