Share Issue/Capital Change • May 16, 2018
Share Issue/Capital Change
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HUNTER GROUP ASA: ANNOUNCEMENT OF CONTEMPLATED PRIVATE PLACEMENT
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.
Hunter Group ASA (OAX: HUNT) (the "Company") is contemplating a private
placement of new shares (the "Offer Shares") for gross proceeds of NOK
520,000,000 (approximately USD 65,000,000) (the "Private Placement").
The Private Placement will be directed towards investors subject to and in
compliance with applicable exemptions from relevant prospectus or registration
requirements. The Company has retained Clarksons Platou Securities AS, Pareto
Securities AS, Fearnley Securities AS and DNB Markets as Joint Lead Managers and
Bookrunners in the Private Placement (the "Joint Lead Managers"). Clarksons
Platou Project Sales AS will act as Selling Agent. The Joint Lead Managers are
hereafter referred to as the "Managers".
The net proceeds from the Private Placement will be used to finance instalments
on 7 VLCC newbuilding contracts and for general corporate purposes. The number
of Offer Shares and price per Offer Share will be determined through an
accelerated bookbuilding process to be conducted by the Managers.
The application period for the Private Placement will start today, May 16, 2018
at 16:30 (CET) and will close on May 18, 2018 at 08:00 (CET). The Company
reserves the right to close or extend the application period at any time at its
sole discretion, at short notice. The minimum order size and allocation in the
Private Placement will be the NOK equivalent of EUR 100,000. Apollo Asset Ltd.,
a company controlled by Mr Arne Fredly, has pre subscribed for and will be
allocated Offer Shares for an aggregate amount of approximately NOK 100,000,000
(USD 12,500,000) in the Private Placement. In addition, certain other investors
and existing shareholders in the Company have pre subscribed for and will be
allocated Offer Shares for an aggregate amount of NOK 75,000,000 (USD 9,375,000)
in the Private Placement. Conditional allocation of Offer Shares will be made at
the discretion of the Company's Board of Directors in consultation with the
Managers, on or about May 17, 2018, subject to any shortening or extension of
the application period.
Completion of the Private Placement is conditional upon the necessary corporate
resolutions in the Company being made, approval of the Private Placement by the
EGM (expected to be held on or about 8 June) and registration of the increased
share capital of the Company pertaining to the Private Placement in the
Norwegian Register of Business Enterprises. Further, the listing of the Offer
Shares is subject to a listing prospectus being published by the Company, which
is expected to be approved by the Norwegian Financial Supervisory Authority (the
"FSA") in the end of June 2018. The Private Placement will be cancelled if the
conditions are not fulfilled, and may be cancelled by the Company in its sole
discretion for any other reason.
The shares delivered to investors in the Private Placement will incur a separate
ISIN number pending publication of the listing prospectus and will not be listed
or tradable on Oslo Axess until the listing prospectus has been approved by the
FSA, expected end of June 2018.
The Company intends, but has not resolved, to carry out a subsequent offering
(the "Subsequent Offering") of new common shares in the Company following the
Private Placement. The Subsequent Offering will, on the basis of a prospectus to
be approved by the NSA, and subject to shareholder approval at the EGM expected
to be held on or about 8 June 2018, be directed towards shareholders who (i) are
shareholders in the Company as of 16 May 2018, as registered as shareholders in
the Company's register of shareholders with the VPS as of 22 May 2018, (ii) have
not been entitled to participate in the Private Placement, and (iii) are not
resident in a jurisdiction where such offering would be unlawful or, for
jurisdictions other than Norway, would require any prospectus, filing,
registration or similar action (the "Eligible Shareholders"). The Eligible
Shareholders will be granted non-tradable subscription rights. The subscription
period in the Subsequent Offering is expected to commence following publication
of Prospectus end June 2018.
For further information, please contact: Henrik A. Christensen, Chairman, +47
909 67 683, [email protected] or Erik Frydendal, CEO, +47 957 72 947,
Additional information about the Company can be found at:
https://www.huntergroup.no/
*** 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 an announcement
issued pursuant to legal information obligations, and is subject of the
disclosure requirements pursuant to section 5-12 of the Norwegian Securities
Trading Act. It 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, exercise, purchase or sale of subscription rights and the
subscription or purchase of shares in the Company are subject to specific legal
or regulatory restrictions in certain jurisdictions. Neither the Company nor the
Managers assumes 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 Private Placement 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 Private
Placement 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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