Hunter Group ASA

M&A Activity • Feb 15, 2018

Hunter Group ASA enters into agreement to acquire IKM Subsea & Technology

Hunter Group ASA enters into agreement to acquire IKM Subsea & Technology

Oslo, 15 February 2018: This stock exchange announcement is made pursuant to

section 3.4 of the Oslo Børs' Continuing Obligations of stock exchange listed

companies.

Reference is made to the announcement by Hunter Group ASA ("Hunter Group" or the

"Company") published earlier today regarding the direct and indirect acquisition

of all shares in IKM Subsea Holding AS ("IKM Subsea Holding"), IKM Subsea AS

("IKM Subsea") and IKM Technology AS ("IKM Technology") (together referred to as

the "IKM Subsea & Technology Group") pursuant to the share purchase agreement

(the "SPA") entered into with IKM Gruppen AS ("IKM Gruppen" or the "Seller")

(the "Transaction").

The Transaction is expected to be completed during the first quarter of 2018.

Parties to the transaction, transaction structure and consideration

IKM Gruppen owns all the shares in IKM Subsea Holding, which in its turn owns

all the shares in IKM Subsea. IKM Technology is jointly owned by IKM Gruppen and

IKM Subsea Holding, holding 17.53% and 82.47% of the shares in IKM Technology,

respectively. Prior to completion of the Transaction, certain intra group debt

of approximately NOK 330,000,000 (including interest) owed by IKM Subsea to the

Seller shall be converted to equity (the "Debt Conversion"). Following the Debt

Conversion, IKM Subsea will be jointly owned by IKM Gruppen and IKM Subsea

Holding.

Hunter Group has entered into an agreement with the Seller to directly and

indirectly acquire 100% of the issued and outstanding shares in the IKM Subsea &

Technology Group. Completion of the Transaction is subject to customary

completion conditions, including inter alia the following:

(i)     Each of the Seller and its affiliates and the IKM Subsea & Technology

Group having been released of guarantees, letters of credit, encumbrances and

other affiliated securities, provided in favour of each other;

(ii)   the extraordinary general meeting of the Company having resolved to

increase the share capital by issuance of shares in a private placement (as

described in item (iii) below), as well as by issuance of the Consideration

Shares (as defined below);

(iii)  successful completion of a private placement in the Company with a

minimum subscription amount of NOK 75,000,000 (the "Private Placement"); and

(iv)  the extraordinary general meeting of the Company having elected up to two

representatives nominated by IKM Gruppen to the Company's board of directors

with effect from completion of the Transaction.

The SPA otherwise contains terms customary in the Norwegian market, including

representation and warranties and indemnities given by the Seller.

The purchase price in the Transaction shall be settled by (i) a cash payment of

NOK 250,000,000 (the "Cash Payment"), (ii) issuance of 23,901,412 new ordinary

shares in the Company to the Seller (the "Consideration Shares"), and (iii) by

an interest free seller's credit with a total amount of NOK 55,455,063 (the

"Seller's Credit") which shall be converted to new ordinary shares in the

Company at the same subscription price as in the Private Placement (the

"Conversion Shares").

The purchase price in the Transaction as set out above is based on the

consolidated balance sheet of 31 December 2017 for the IKM Subsea & Technology

Group and is subject to customary adjustments for cash, debt and normalised

working capital. Such adjustments shall be settled in cash. The SPA contains

customary no leakage provisions for the period between 31 December 2017 and

completion of the Transaction.

The Consideration Shares and the Conversion Shares shall be issued pursuant to

resolutions by the Company's extraordinary general meeting to be held on or

about 15 March 2018 (the "EGM").

The Seller shall on completion of the Transaction subscribe for the

Consideration Shares which shall be settled by a contribution in kind being the

shares in the IKM Subsea & Technology Group. The Conversion shares shall be

settled by set-off of the Seller's Credit.

The Seller has undertaken not to, for a period of 24 months following completion

of the Transaction (the "Lock-up Period"), offer or sell or otherwise dispose of

any of the Consideration Shares or the Conversion Shares without the prior

written consent of the Company's board of directors.

Timetable

29 -        Signing of a letter of intent in relation to the

November Transaction by Hunter Group and the Seller

2017

15 -        Signing of the SPA by Hunter Group and the Seller

February

2018

16 -        Expected completion of the Private Placement

February

2018

15 March -        Expected resolution by the EGM to issue the Consideration

2018 Shares; the Conversion Shares and the shares in the Private

Placement

15 March -        Expected completion and settlement of the Transaction

2018 -        Issuance of the shares in the Private Placement and the

Consideration Shares to a separate ISIN awaiting approval of a

prospectus

End of -        Approval of a listing prospectus for the Consideration

March Shares and the shares issued in the Private Placement

2018

Significance of the Transaction for Hunter Group

The acquisition of the IKM Subsea & Technology Group represents a significant

milestone for Hunter Group. The IKM Subsea & Technology Group is one of the

leading remotely operated vehicle ("ROV") operators in the North Sea with global

market presence and will provide Hunter Group with a strong platform for growth

in the subsea segment. It is furthermore a good fit with Hunter Group's focus on

differentiating technologies at competitive cost. The IKM Subsea & Technology

Group is in the forefront of developing new ROV technologies as demonstrated by

a 10 years contract with Statoil Petroleum AS for four ROVs which are operated

from the IKM Subsea & Technology Group's onshore control centre. Following

completion of the Transaction, IKM Gruppen will become a significant shareholder

in Hunter Group and will focus its future subsea activities through Hunter

Group. For further information, please see the investor presentation dated

15 February 2018 prepared by Hunter Group in connection with the Transaction,

attached to the announcement published by the Company earlier today.

Agreements to the benefit of affiliates, board members or management in Hunter

Group or the IKM Subsea & Technology Group

On 22 May 2017, Hunter Group entered into a consultancy agreement with

Middelborg AS, pursuant to which chief executive officer of Middelborg AS,

Kristian Lundkvist, has acted as transaction advisor to Hunter Group. According

to this agreement, and as approved by the Company's board of directors, Mr.

Lundkvist is entitled to a success fee of 1.5% of the market value of the

Transaction, of which 50% shall be settled in by issuance of shares in the

Company at a subscription price of NOK 4.50 per share and 50% shall be settled

by shares to the same subscription price as in the Private Placement.

To the best of the Company's knowledge, there are no other agreements entered

into, or that are planned to be entered into, in connection with the Transaction

for the benefit of affiliates, senior employees or members of the board of

directors of the Company or for the senior employees or board of directors of

the respective companies within the IKM Subsea & Technology Group.

Information on the IKM Subsea & Technology Group is included in a separate

document attached to this announcement.

* * *

This information is subject to the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act.

For further information, please contact:

Vegard Urnes, interim CEO, +47 90 58 54 32, vu@huntergroup.no

Ola Beinnes Fosse, CFO, +47 97 53 12 27, obf@huntergroup.no

www.huntergroup.no (http://www.bxpl.com)