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Hunter Group ASA

Prospectus Jun 14, 2018

3626_rns_2018-06-14_4a5d2d47-c437-4a47-ad31-1a1b0078e174.html

Prospectus

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Hunter Group ASA -Subsequent Offering

Hunter Group ASA -Subsequent Offering

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.

For each share recorded as held in the Company as of expiry of the Record Date,

each Eligible Shareholder will be entitled to allocation of 1.61479 Subscription

Right(s), rounded down to the nearest whole Subscription Right. Each

Subscription Right will, subject to applicable securities laws, give the right

to subscribe for and be allocated one Offer Share. The Subscription Rights will

be registered in the VPS with ISIN number CY0127050918.

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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