Share Issue/Capital Change • Feb 15, 2018
Share Issue/Capital Change
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Hunter Group ASA: Key information relating to conditional subsequent equity issue
Oslo, 15 February 2018: Reference is made to the announcements by Hunter Group
ASA ("Hunter Group" or the "Company") published earlier today regarding the
private placement of NOK 75 million (the "Private Placement"). The completion of
the Private Placement is conditional upon the Company's shareholders passing the
required corporate resolutions to issue the shares in the Private Placement at
an extraordinary general meeting expected to be held on or about 15 March 2018
(the "EGM") and fulfilment of the conditions for completion of the
Transaction.The Company's board of directors has proposed to carry out a repair
issue following the approval of a prospectus by the Financial Supervisory
Authority of Norway. Such approval is expected in late March 2018. The
conditional repair issue will be directed towards existing shareholders as of
close of trading on 15 February 2018, as recorded in the VPS on 19 February
2018, who were not allocated shares in the Private Placement and who 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. For these purposes, the Company's board of
directors will use the authorisation granted by the Company's extraordinary
general meeting on 31 May 2017. Subject to completion of the Private Placement,
eligible shareholders will be granted non-transferable rights to subscribe for
and, upon subscription, be allocated new shares in the Company for a total
subscription amount of NOK 10 million. The subscription price in the conditional
repair issue will be equal to the subscription price in the Private
Placement.Further details about the conditional repair issue will be set out in
a prospectus to be published in connection with inter alia the offering of
shares in the conditional repair issue and the listing of shares issued in the
Private Placement.The key dates and information relating to the conditional
repair issue are as follows:
Date on which the terms and 15 February 2018
conditions of the repair issue were
announced:
Last day including right: 15 February 2018
Ex-date: 16 February 2018
Record date: 19 February 2018
Date of approval: 15 February 2018
Maximum number of new shares: 4,444,444
Subscription price: NOK 2.25
This information is published in accordance with the Oslo Børs' Continuing
Obligations for stock exchange listed companies.
Important information
This press release is for information purposes only and shall not constitute or
be construed as an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any securities,
nor shall there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. Copies of this
announcement are not being made and may not be distributed or sent into the
Australia, Canada, Japan, the United States or any other jurisdiction in which
such distribution would be unlawful or would require registration or other
measures.
The securities referred to herein have not been and will not be registered under
the U.S. Securities Act, or any state securities laws, and will be sold within
the United States only to qualified institutional buyers ("QIB"), as defined in
Rule 144A under the U.S. Securities Act ("Rule 144A"), through affiliates of the
Managers, in reliance upon the exemption from the registration requirements
provided by section 4(2) of the U.S. Securities Act Rule 144A, and to certain
non-U.S. persons in offshore transactions in reliance on Regulation S under the
U.S. Securities Act. The securities to be offered will be subject to certain
restrictions on transfer.
Certain statements contained herein that are not statements of historical fact,
may constitute forward looking statements. Forward-looking statements involve
known and unknown risks, uncertainties and other factors that could cause the
actual results or events concerning the Company to be materially different from
the historical results or from any future results expressed or implied by such
forward looking statements. None of the Company, the Managers or any of their
affiliates or advisors provide any assurance that the assumptions underlying
such forward-looking statements are free from errors nor do any of them accept
any responsibility for the future accuracy of the opinions expressed in this
press release or the actual occurrence of the forecasted developments. Except as
may be required by applicable law or stock exchange regulation, neither the
Company nor the Managers, or any of their affiliates or advisors, assume any
obligation to update any forward-looking statements or to confirm these forward
-looking statements to actual results.
For further information, please contact:
Vegard Urnes, interim CEO, +47 90 58 54 32, [email protected]
Ola Beinnes Fosse, CFO, +47 97 53 12 27, [email protected]
www.huntergroup.no (http://www.bxpl.com)
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