Hunter Group ASA

Prospectus • Jul 17, 2019

Hunter Group ASA - Approval of Prospectus and Subsequent Offering

Hunter Group ASA - Approval of Prospectus and 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.

Approval of Prospectus

Reference is made to the Hunter Group ASAs (the Company) completed private

placement of 190,454,000 new shares, at a subscription price of NOK 3.65 per

share, raising gross proceeds of NOK 695,157,100 (the Private Placement).

The Financial Supervisory Authority of Norway has today, on 17 July 2019,

approved a prospectus dated 17 July 2019 (the Prospectus) which has been

prepared in connection with the: (i) listing of the shares in the Private

Placement; and (ii) subsequent offering and listing of up to 19,045,400 shares

in a Subsequent Offering (as described below).

The shares issued in the Private Placement, currently registered on a separate

ISIN, will as a consequence be transfered to the ordinary ISIN of the Company.

The Prospectus will, subject to regulatory restrictions in certain

jurisdictions, be available at DNB Markets' website,

https://www.dnb.no/emisjoner.

- - - -

Subsequent Offering

Reference is made to the previous announcements by the Company relating to the

subsequent offering (the Subsequent Offering) of up to 19,045,400 new shares

(the Offer Shares) for raising gross proceeds of up to NOK 69,515,710.

The subscription period for the Subsequent Offering will commence on 22 July

2019 and expires at 16:30 hours, Oslo time, on 5 August 2019 (the Subscription

Period). The subscription price in the Subsequent offering is NOK 3.65 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 22 May

2019 as registered in the VPS as of 24 May 2019 (the Record Date), who were not

allocated shares in the 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 be

granted 0.194939 subscription Rights for each of the shares held 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 NO0010859697 and will be distributed to each Eligible Shareholders' VPS on

22 July 2019.

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.

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 19/20 August 2019.

DNB Markets, a part of DNB Bank ASA, acts as Subsequent Offering Manager in

connection with the Subsequent Offering.

Further information, including the complete terms and conditions for the

Subsequent offering, is set out in the Prospectus, dated 17 July 2019. The

Prospectus will, subject to regulatory restrictions in certain jurisdictions, be

available through the Subsequent Offering Manager's website:

https://www.dnb.no/emisjoner.

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

-12 of the Norwegian Securities Trading Act.

For further information, or for printed copies of the prospectus, please

contact: Erik Frydendal, CEO +47 957 72 947 E-mail: info@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 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 Subsequent Offering Manager 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

Subsequent Offering Manager is 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.