It appears that Frasers Group plc (Frasers), the UK-based parent of the Sports Direct global sporting goods retailer, is making another run at Norway-based sporting goods retailer XXL ASA, formerly Megasport.
Frasers in February 2025 retracted its uninvited overture to acquire XXL ASA, reported to be the largest sporting goods retailer in the Nordic region, citing the condition requiring acceptance of the Intended Offer by a sufficient number of shareholders to ensure that it would hold more than 50 percent of XXL shares and votes on a fully diluted and converted basis would not be satisfied.
An announcement on March 18 was made public through communications with both the London Stock Exchange and the Oslo Stock Exchange, following Frasers’ acquisition of a controlling interest in XXL ASA.
Reference was made to an announcement by XXL ASA on January 6, 2025, regarding a fully underwritten rights issue of new shares at NOK 10.00 per share, raising gross proceeds of NOK 600 million. Reference was further made to the company’s announcement on March 16, 2025, regarding the final result of the Rights Issue.
Following the completion of the Rights Issue and the registration of the share capital increase in XXL, Frasers Group plc will unconditionally control 28,776,451 shares and the same number of votes in XXL and trigger an obligation under the Norwegian Securities Trading Act to make a Mandatory Offer for the remaining shares in XXL that it does not already own.
Frasers Group was reportedly allocated 21,637,943 A-shares in the Rights Issue. In addition, 777,289 A-shares would be issued as compensation for Frasers Group’s guarantee in the Rights Issue. As a result, Frasers Group will own a total of 28,776,451 A-shares, corresponding to approximately 32.9 percent of all shares in XXL ASA and approximately 40.8 percent of the voting A-shares after all shares related to the issue are issued.
As a result, Frasers Group will, on registration of the new share capital and delivery of the allocated shares, cross the one-third threshold under Section 6-6 of the Norwegian Securities Trading Act, thereby triggering an obligation to make a bid for the remaining shares in XXL ASA that it does not already own, in accordance with Chapter 6 of the Norwegian Securities Trading Act.
Frasers Group said in its filing that it intends to submit a mandatory offer for Norwegian sports retailer XXL to acquire the remaining shares it does not own.
Image courtesy XXL ASA
EXEC: Sports Direct Parent Frasers Abandons Nordic SG Retailer XXL Takeover Effort
