Outlet Group Holding ASA - Notice of stabilisation and over-allotment
2026-09-24 08:05:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES
AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF
COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL
ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
Os, 24 September 2026: Reference is made to the stock exchange announcement made
by Outlet Group Holding ASA ("Outlet Group" or the "Company") on 22 September
2026, whereby the Company announced the successful completion of the
bookbuilding period for its initial public offering of shares in the Company
(the "Offering") and to the stock exchange announcement earlier today, 24
September 2026, regarding the commencement of trading in the Company's shares on
the Oslo Stock Exchange today.
DNB Carnegie, a part of DNB Bank ASA, (the "Stabilisation Manager") may, on
behalf of the Managers (as defined below), engage in stabilisation activities in
the Company's listed shares (the "Shares") from today to and including 23
October 2026 (the "Stabilisation Period"). Any stabilisation activities are
aimed to support the market price of the Shares.
In connection with the Offering, the Managers have over-allotted 5,138,236
Shares to applicants in the Offering (the "Additional Shares"), which equals
approx. 15% of the Shares sold in the Offering (excluding the Additional
Shares). In order to facilitate the delivery of over-allotted shares, the
Stabilisation Manager, on behalf of the Managers, has borrowed a number of
existing Shares equal to the number of Additional Shares from the Company's
shareholders (the "Selling Shareholders"), which will be redelivered to the
Selling Shareholders after expiry of the Stabilisation Period.
The Selling Shareholders have further granted the Stabilisation Manager, on
behalf of the Joint Global Coordinators, an option to purchase up to 5,138,236
Shares from the Selling Shareholders at a price per share of NOK 33.00 per
share, i.e. equal to the offer price in the Offering (the "Offer Price") which
may only be exercised to close out short positions created by the allocation of
Additional Shares in connection with the Offering (the "Greenshoe Option"). The
Greenshoe Option may be exercised at any time, in whole or in part, by the
Stabilisation Manager, on behalf of the Joint Global Coordinators, during the
Stabilisation Period.
The Stabilisation Manager may affect transactions with a view to support the
market price of the Shares at a level higher than what might otherwise prevail,
through buying Shares in the open market at prices equal to or lower than the
Offer Price. There is no obligation for the Stabilisation Manager to conduct
stabilisation activities and there is no assurance that stabilisation activities
will be undertaken. Such stabilising activities, if commenced, may be
discontinued at any time, and will be brought to an end at the latest at the end
of the Stabilisation Period.
If stabilisation activities are undertaken, the Company will publish information
on the activities no later than seven trading days following such
transaction(s). Further, within one week after the expiry of the Stabilisation
Period, the Company will publish information as to whether or not stabilisation
activities were undertaken. If stabilisation activities were undertaken, the
statement will also include information about: (i) the total amount of Shares
sold and purchased; (ii) the dates on which the Stabilisation Period commenced
and expired; (iii) the price range between which stabilisation was carried out
for each of the dates during which stabilisation were carried out; and (iv) the
date at which stabilisation activities last occurred.
Any stabilisation activities will be conducted based on the principles set out
in Article 5 of the EU Market Abuse Regulation (Regulation (EU) No 596/2014) and
Chapter III of the supplemental rules set out in the Commission Delegated
Regulation (EU) 2016/1052 with regard to regulatory technical standards for the
conditions applicable to buy-back programmes and stabilisation measures.
Advisors
DNB Carnegie, a part of DNB Bank ASA, and Skandinaviska Enskilda Banken AB
(publ), Oslo Branch, act as Joint Global Coordinators and Joint Bookrunners in
the Offering, while SB1 Markets AS and Norne Securities AS are acting as Joint
Bookrunners (collectively the "Managers").
Advokatfirmaet Thommessen AS is acting as legal advisor to Outlet Group and
Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers.
For further queries, please contact:
Tor-André Skeie, CEO, +47 950 82 288, [email protected]
Christer Johan Jacobsen, CFO, +47 992 69 911, [email protected]
About Outlet Group
Outlet Group is a Norway-based value retailer offering sports equipment,
apparel, footwear, toys and creative supplies through its Sport Outlet and Kids
Outlet concepts. With a nationwide store network in Norway and pilot stores in
Poland, the Group combines proprietary brands and selected third-party brands
with direct sourcing, centralised operations and a clear commitment to offering
quality products at consistently low prices.
IMPORTANT NOTICE
These materials do not constitute or form a part of any offer of securities for
sale or a solicitation of an offer to purchase securities of the Company in the
United States or any other jurisdiction. The securities of the Company may not
be offered or sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"). The securities of the Company have not been, and will not be,
registered under the U.S. Securities Act. Any sale in the United States of the
securities mentioned in this communication will be made solely to "qualified
institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No
public offering of the securities will be made in the United States.
In any EEA Member State, other than Norway, this communication is only addressed
to and is only directed at qualified investors in that Member State within the
meaning of the EU Prospectus Regulation, i.e., only to investors who can receive
the offer without an approved prospectus in such EEA Member State. The
expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 (together with any
applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and directed at
qualified investors who are (i) investment professionals falling within Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended) (the "Order") or (ii) persons falling within Article 49(2)(a)
to (d) of the Order (high net worth companies, unincorporated associations,
etc.) (all such persons together being "Relevant Persons"). This communication
is directed only at Relevant Persons and must not be acted on or relied on by
persons who are not Relevant Persons. Any investment or investment activity to
which this announcement relates is available only to Relevant Persons and will
be engaged in only with Relevant Persons. Persons distributing this
communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" and similar
expressions. The forward-looking statements in this release are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
Although the Company believes that these assumptions were reasonable when made,
these assumptions are inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors which are difficult or
impossible to predict and are beyond its control. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. The information, opinions and forward-looking
statements contained in this announcement speak only as at its date, and are
subject to change without notice.
This announcement is made by, and is the responsibility of, the Company. The
Managers are acting exclusively for the Company and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein.
Neither the Managers nor any of their respective affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility for the contents of this announcement or any
matters referred to herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.
Each of the Company, the Managers and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any
statement contained in this announcement whether as a result of new information,
future developments or otherwise.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.
ibution of this announcement and other information may be restricted by\
law in certain jurisdictions. Persons into whose possession this announcement or\
such other information should come are required to inform themselves about and\
to observe any such restrictions.\