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Hunter Group ASA

Share Issue/Capital Change Feb 15, 2018

3626_rns_2018-02-15_f776cd5d-4343-49cb-b501-f43d0937466b.html

Share Issue/Capital Change

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Hunter Group ASA: Private placement completed

Hunter Group ASA: Private placement completed

Oslo, 15 February 2018: Reference is made to the announcement by Hunter Group

ASA ("Hunter Group" or the "Company") published earlier today regarding the

private placement of NOK 75,000,000 (the "Private Placement"). The Private

Placement is carried out to satisfy one of the conditions for completion of the

direct and indirect acquisition of all shares in IKM Subsea Holding AS, IKM

Subsea AS and IKM Technology AS (the "IKM Subsea & Technology Group") (the

"Transaction").The board of directors of the Company (the "Board of Directors")

is pleased to announce that the Private Placement has been successfully

completed raising NOK 75 million in gross proceeds through the conditional

allocation of 33,333,334 new shares in the Company at a subscription price of

NOK 2.25 per share (the "Offer Shares").

The net proceeds from the Private Placement will be used to partly finance the

acquisition of the IKM Subsea & Technology Group and partly for general

corporate purposes.

The completion of the Private Placement is conditional upon the Company's

shareholders passing the required corporate resolutions to issue the Offer

Shares 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 Offer Shares issued in the Private Placement will not be tradable before the

shares have been fully paid and registered with the Norwegian Central Securities

Depository (the "VPS"). The Offer Shares will when issued rank equal in all

respects to the existing shares of the Company and will, following approval and

publication of a listing prospectus, be listed on Oslo Axess. Pending such

listing, the Offer Shares will be registered on a separate ISIN and not be

listed or tradable on Oslo Axess.

Following issuance of the Offer Shares, the issued share capital of the Company

will consist of 164,491,347 shares, each with a nominal value of NOK 1.25.

Following the completion of the Transaction, the total number of shares

outstanding will be 213,039,454.

In order to complete the Private Placement, the Board of Directors will propose

to the EGM that existing shareholders' pre-emptive rights to subscribe for the

new shares are set aside. The Board of Directors believes that this is in the

best interest of the Company and its shareholders as it is necessary to

facilitate the Transaction.

Further, the Company's Board of Directors contemplates to carry out a subsequent

equity offering for a total subscription amount of NOK 10 million (the "Repair

Issue"), in which the existing shareholders of the Company as of close of

trading on 15 February 2018, as recorded in the VPS on 19 February 2018, who

have not been 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, will be allowed to participate. The subscription price in the Repair

Issue will be equal to the subscription price in the Private Placement. For

these purposes, the Board of Directors will use the authorisation granted at the

Company's extraordinary general meeting on 31 May 2017.

A separate announcement will be made today setting out key information for the

repair issue.

ABG Sundal Collier ASA and DNB Markets have acted as joint lead managers and

joint bookrunners in connection with the Private Placement.

This information is subject to disclosure requirements pursuant to section 5-12

of the Norwegian Securities Trading Act.

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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