Share Issue/Capital Change • May 18, 2018
Share Issue/Capital Change
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Hunter Group ASA - Conditional allocation in the Private Placement
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION INTO THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE IMPORTANT INFORMATION AT
THE END OF THE ANNOUNCEMENT.
Hunter Group ASA - Conditional allocation in the Private Placement
Oslo, Norway, 18 May 2018: Reference is made to the stock exchange announcement
of 18 May 2018 at 8:00 (CET) with the preliminary results in the contemplated
conditional private placement (the "Private Placement") of 162,500,000 new
shares (the "Offer Shares") in Hunter Group ASA ("Hunter" or the "Company") at
an offer price of NOK 3.20 per share (the "Subscription Price"), corresponding
to total gross proceeds of NOK 520 million. The subscription period in the
Private Placement expired on 18 May 2018 at 08:00 (CET), and the Private
Placement was significantly oversubscribed. The Offer Shares will not entitle
PIK dividend of shares in Dwellop AS (ex-date on 22 May 2018).
The Board of Directors, in consultation with the Managers, has today resolved
the conditional allocation of the Offer Shares in the Private Placement, and is
pleased to announce that the notifications of conditional allocations of Offer
Shares today also will be distributed to the parties concerned. Subject to
satisfaction of the conditions for completion of the Private Placement, the
payment date for the Private Placement is expected to be on or about 11 June
2018 and the Offer Shares are expected to be delivered to the applicant's VPS
account on or about 13 June 2018. The Offer Shares issued and delivered will be
placed on a separate ISIN pending publication of a listing prospectus (the
"Prospectus") for the Offer Shares to be approved by the Norwegian Financial
Supervisory Authority (the "NFSA"), and will not be listed or tradable on the
Oslo Stock Exchange until the Prospectus has been published by the Company,
expected to take place mid of June 2018.
Following registration of the share capital increase pertaining to the Private
Placement, the Company will have a share capital of NOK 460,822,516.25 divided
into 368,658,013 shares, each with a nominal value of NOK 1.25.
The following primary insiders of the Company have conditionally been allocated
New Shares in the Private Placement, each such share allocated at the
Subscription Price:
Apollo Asset Ltd., a company controlled by Mr. Arne Fredly (board member in the
Company), was allocated 31,250,000 New Shares. After completion of the Private
Placement, Apollo Asset Ltd. will own 99,925,607 shares in the Company,
corresponding to a shareholding of approximately 27,1 % before the subsequent
offering.
Completion of the Private Placement is subject to (i) the adoption of the
relevant corporate resolutions of the Company required to implement the issue
the Offer Shares, including the extraordinary general meeting's resolution to
issue the Offer Shares scheduled to be held on or about 8 June 2018, and (ii)
the registration of the share capital increase pertaining to the issuance of the
Offer Shares in the Norwegian Register of Business Enterprises. A notice for the
EGM will be announced separately.
Clarksons Platou Securities AS, Pareto Securities AS, DNB Markets and Fearnley
Securities acted as joint lead managers and bookrunners in connection with the
Private Placement.
For further information, please contact:
Henrik A. Christensen, Chairman, +47 909 67 683, [email protected]
Erik Frydendal, CEO, +47 957 72 947, [email protected]
This stock exchange announcement is made 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 an announcement
issued pursuant to legal information obligations, and is subject of the
disclosure requirements pursuant to section 5-12 of the Norwegian Securities
Trading Act. It 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, exercise, purchase or sale of subscription rights and the
subscription or purchase of shares in the Company are subject to specific legal
or regulatory restrictions in certain jurisdictions. Neither the Company nor the
Managers 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 Managers are acting for the
Company and no one else in connection with the Private Placement 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 Private
Placement 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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