Share Issue/Capital Change • Jun 14, 2018
Share Issue/Capital Change
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Hunter Group ASA -Subsequent Offering
UPDATED VERSION: ONE PARAGRAPH OMITTED
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Oslo, 14 June 2018:
Reference is made to the previous announcements by Hunter Group ASA (the
"Company" or "Hunter") relating to the subsequent offering (the "Subsequent
Offering") of up to 16,250,000 new shares (the "Offer Shares") for gross
proceeds of up to NOK 52,000,000.
The subscription period for the Subsequent Offering will commence tomorrow on 15
June 2018 and expire at 16:30 CET on 6 July 2018 (the "Subscription Period").
The subscription price in the Subsequent offering is NOK 3.20 per Offer Share.
The Company will issue subscription rights (the "Subscription Rights") to
eligible shareholders, being the holders of Shares as at the end of trading on
16 May 2018, as registered in the VPS as of 22 May 2018 (the "Record Date"),
including to the participants in the private placement with gross proceeds of
NOK 172,500,000 (resolved on the annual general meeting on 9 May 2018),
hereinafter the "Primary Private Placement", who were not allocated Shares in
the private placement with gross proceeds of NOK 520,000,000 (the "Secondary
Private Placement"), and who are not resident in a jurisdiction where the
Subsequent Offering would be unlawful, or would (in jurisdictions other than
Norway) require any prospectus filing, registration or similar action (the
"Eligible Shareholders").
Eligible Shareholders are, based on their registered holding of Shares in the
VPS at the end of the Record Date, be granted non-tradable subscription rights
providing a preferential right to subscribe and be allocated Offer Shares in the
Subsequent Offering (the "Subscription Rights"). Eligible Shareholders will
receive one Subscription Right for four (4) shares owned as of the Record Date.
Each Subscription Right grants the owner the right to subscribe for and be
allocated one (1) Offer Share. The Subscription Rights will be distributed free
of charge, and the recipient of Subscription Rights will not be debited any
cost. The Subscription Rights will be registered in the VPS under ISIN NO 001
0825193 and will be distributed to each Eligible Shareholders' VPS account
today.
Over-subscription is allowed. Subscription without Subscription Rights is not
allowed. The final size, allocation and issuance of the Offer Shares will be
subject to formal approval by the Board following expiry of the Subscription
Period. The Subscription Rights will not be tradable. Upon expiry of the
Subscription Period, the Subscription Rights will expire and have no value.
If an Eligible Shareholder holds Shares registered through a financial
intermediary as of expiry of the Record Date, the financial intermediary will
customarily give the Eligible Shareholder details of the Subscription Rights to
which it will be entitled. The relevant financial intermediary will customarily
supply each Eligible Shareholder with this information in accordance with its
usual customer relations procedures. Eligible Shareholders holding their
interests through a financial intermediary should contact the financial
intermediary in order to receive information with respect to the Subsequent
Offering. Note that the deadline for doing so might be earlier than 16:30 p.m.
CET on 6 July 2018.
The Offer Shares will be listed on Oslo Axess, with ticker HUNT as soon as the
share capital increase pertaining to the Subsequent Offering has been registered
with the Norwegian Registry of Business Enterprises and the Offer Shares have
been registered in the VPS under ISIN NO0010283211, which the Company expects
will take place on or about 17-18 July 2018.
Clarksons Platou Securities AS, DNB Markets, Fearnley Securities AS and Pareto
Securities AS are acting as Managers for the Subsequent Offering.
Further information, including the complete terms and conditions for the
Subsequent offering, is set out in the prospectus prepared by the Company dated
11 June 2018 (the "Prospectus"). The Prospectus is, subject to regulatory
restrictions in certain jurisdictions, available through the Managers' web site:
http://securities.clarksons.com; https://www.dnb.no/markets;
http://www.fearnleysecurities.no and http://www.paretosec.com/. Printed copies
of the prospectus may also be obtained by contacting the Company by email to
[email protected] or by phone: +47 957 72 947.
For further information, please contact:
Erik A.S. Frydendal, CEO
Phone: +47 957 72 947
Email: [email protected]
www.huntergroup.no
This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.
Important information:
The release is not for publication or distribution, in whole or in part directly
or indirectly, in or into Australia, Canada, Japan or the United States
(including its territories and possessions, any state of the United States and
the District of Columbia). This release is issued for information purposes only,
and does not constitute or form part of any offer or solicitation to purchase or
subscribe for securities, in the United States or in any other jurisdiction. The
securities mentioned herein have not been, and will not be, registered under the
United States Securities Act of 1933, as amended (the "US Securities Act"). The
securities may not be offered or sold in the United States except pursuant to an
exemption from the registration requirements of the US Securities Act. The
Company does not intend to register any portion of the offering of the
securities in the United States or to conduct a public offering of the
securities in the United States. Copies of this announcement are not being made
and may not be distributed or sent into Australia, Canada, Japan or the United
States. The issue or exercise of subscription rights, and the subscription,
purchase or sale of shares in the Company are subject to specific legal or
regulatory restrictions in certain jurisdictions. Neither the Company nor the
Managers assume any responsibility in the event there is a violation by any
person of such restrictions. The distribution of this release may, in certain
jurisdictions, be restricted by law. Persons into whose possession this release
comes should inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction. The Managers are acting for the
Company and no one else in connection with the Subsequent Offering and will not
be responsible to anyone other than the Company providing the protections
afforded to their respective clients or for providing advice in relation to the
Subsequent Offering and/or any other matter referred to in this release. Forward
-looking statements: This release and any materials distributed in connection
with this release may contain certain forward-looking statements. By their
nature, forward-looking statements involve risk and uncertainty because they
reflect the Company's current expectations and assumptions as to future events
and circumstances that may not prove accurate. A number of material factors
could cause actual results and developments to differ materially from those
expressed or implied by these forward-looking statements.
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