AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Hunter Group ASA

Share Issue/Capital Change May 18, 2018

3626_rns_2018-05-18_77a44ecf-65cf-4fed-8e60-ead82716616c.html

Share Issue/Capital Change

Open in Viewer

Opens in native device viewer

Hunter Group ASA - Offer price in the conditional private placement and intention of subsequent repair offering

Hunter Group ASA - Offer price in the conditional private placement and intention of subsequent repair offering

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 - Offer price in the conditional private placement and

intention of subsequent repair offering

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 new shares (the

"Offer Shares") in Hunter Group ASA ("Hunter" or the "Company"). The

subscription period in the Private Placement expired on 18 May 2018 at 08:00

(CET), and the Private Placement was significantly oversubscribed.

The Board of Directors has today resolved the offer price to NOK 3.20 per Offer

Share, with issuance of 162,500,000 new shares, and total gross proceeds of NOK

520 million. The Offer Shares will not entitle PIK dividend of shares in Dwellop

AS.

Further to the stock exchange notice as of 15 May 2018, the last day including

the right of the PIK dividend of shares in Dwellop AS is 18 May 2018. The ex

-date of PIK dividend of shares in Dwellop AS is accordingly 22 May 2018.

The Board of Directors, in consultation with the Managers, will resolve the

conditional allocation of the Offer Shares in the Private Placement on or about

18 May 2018, and notifications of conditional allocations of Offer Shares will

be distributed on or about 18 May 2018. 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.

Completion of the Private Placement implies a deviation from the existing

shareholders pre-emptive rights to subscribe for and be allocated new shares.

The Board of Directors has carefully considered such deviation and has resolved

that the Private Placement is in the best interests of the Company and its

shareholders. In reaching this conclusion the Board of Directors has inter alia

considered the limited discount to previous trading prices, the dilutive effect

of the share issue, the investor interest in the transaction, the strengthening

of the shareholder base that will be achieved by the Private Placement, the

liquidity in the shares, transaction costs, transaction efficiency and

completion risks.

The Board of Directors intends for the Company to carry out a subsequent repair

offering of new shares in which shareholders in the Company as of 16 May 2018,

as registered in the VPS on 22 May 2018, who were not allocated Offer Shares in

the Private Placement and who are not resident in a jurisdiction where such

offering would be unlawful, or would (in jurisdictions other than Norway)

require any prospectus filing, registration or similar action, will receive

subscription rights. The number of offer shares under the subsequent repair

offering will, as determined by the Board of Directors, be such number of offer

shares in order to secure equal treatment (to the shareholders of the Company as

of 16 May 2018), however, not more than 16 250 000 shares. Today the shares

trade without the right to participate in the repair offering. The subscription

rights will not be listed and over-subscription and subscription without

subscription rights will be allowed in the subsequent repair offering. The

subscription price in the repair offering will be the same as in the Private

Placement, i.e. NOK 3.20 per share, and the shares issued under the subsequent

repair offering will not entitle any PIK dividend of shares in Dwellop AS. The

subscription period in the Subsequent Offering is expected to commence shortly

after publication of the Prospectus which also will cover the offer and listing

of shares in the Subsequent Offering. The Board of Directors will resolve the

details relating to the repair offering at the scheduled board meeting on 21 May

2018, which will be finally resolved at an extraordinary general meeting

expected to be held early June 2018.

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 5-2 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.

Talk to a Data Expert

Have a question? We'll get back to you promptly.