XXL Announces Terms in the Initial Public Offering
On September 23, 2014, XXL ASA announced the terms in the Initial Public Offering of its ordinary shares.
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In particular, unless otherwise determined by XXL ASA (the “Company”) and permitted by applicable law and regulation, it is not intended, subject to certain exceptions, that any offering of the securities mentioned in these materials by the Company would be made, or any documentation be sent, directly or indirectly, in or into, the United States, Australia, Canada and Japan.
These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for shares or other securities of XXL ASA (the “Securities”) in the United States, Australia, Canada or Japan or in any jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933 (the "U.S. Securities Act"), and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will be no public offering of the Securities in the United States. The Securities mentioned herein will not be registered under or offered in compliance with applicable securities laws of any state, province, territory, county or jurisdiction of Australia and Canada. Accordingly, unless an exemption under the relevant securities law is applicable, the Securities may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into Australia and Canada or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction.
The Company has not authorised any offer to the public of Securities in any Member State of the European Economic Area other than Norway. With respect to any Member State of the European Economic Area, other than Norway, and which has implemented the Prospectus Directive (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring publication of a prospectus in any Relevant Member State. As a result, the Securities may only be offered in Relevant Member States (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (ii) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.
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