Reference is made to the stock exchange announcement published byXXL ASA (the "Company") on13 April 2024 regarding PDMR notifications by Altor Invest 5 AS and Altor Invest 6 AS in relation to a share lending agreement pursuant to which Altor Invest 5 AS and Altor Invest 6 AS have grantedCarnegie AS an option to borrow up to 98,986,412 ordinary shares (class A-shares) in the Company, which shall be shared equally between Altor Invest 5 AS and Altor Invest 6 AS (50/50). The purpose of the borrowing is to facilitate delivery-versus-payment settlement of shares allocated in the private placement which was placed on22 March 2024 and which today has been resolved by the Company's general meeting (the "Private Placement"). Altor Invest 5 AS' holding of ordinary A-shares will, in connection with the share lending, decrease from 222,475,350 to 172,982,144 A-shares, which is a decrease from 16.67% to 12.96% of the votes in the Company based on a total of 1,334,852,101 outstanding A-shares (i.e. prior to the issuance of new class A-shares in the Private Placement). Altor Invest 6 AS' holding of A-shares will, in connection with the share lending, decrease from 222,475,350 to 172,982,144 A-shares, which is a decrease from 16.67% to 12.96% of the votes in the Company based on a total of 1,334,852,101 outstanding A-shares. On a consolidated basis, Altor Invest 5 AS' and Altor Invest 6 AS' holding of A-shares will decrease from 444,950,700 to 345,964,288 A-shares, which is a decrease from 33.33% to 25.92% of the votes in the Company based on a total of 1,334,852,101 outstanding A-shares. The shares that are borrowed byCarnegie AS will be redelivered to Altor Invest 5 AS and Altor Invest 6 AS upon registration of the share capital increase pertaining to the Private Placement and delivery of the new shares in VPS. This information is subject to the disclosure requirements pursuant to Section 5-12, cf. Section 4-2 of the Norwegian Securities Trading Act.
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