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Hunter Group ASA

Share Issue/Capital Change May 16, 2018

3626_rns_2018-05-16_8cb5dd19-3f43-4ac7-ae51-ee22f7130916.html

Share Issue/Capital Change

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HUNTER GROUP ASA: ANNOUNCEMENT OF CONTEMPLATED PRIVATE PLACEMENT

HUNTER GROUP ASA: ANNOUNCEMENT OF CONTEMPLATED PRIVATE PLACEMENT

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.

Hunter Group ASA (OAX: HUNT) (the "Company") is contemplating a private

placement of new shares (the "Offer Shares") for gross proceeds of NOK

520,000,000 (approximately USD 65,000,000) (the "Private Placement").

The Private Placement will be directed towards investors subject to and in

compliance with applicable exemptions from relevant prospectus or registration

requirements. The Company has retained Clarksons Platou Securities AS, Pareto

Securities AS, Fearnley Securities AS and DNB Markets as Joint Lead Managers and

Bookrunners in the Private Placement (the "Joint Lead Managers"). Clarksons

Platou Project Sales AS will act as Selling Agent. The Joint Lead Managers are

hereafter referred to as the "Managers".

The net proceeds from the Private Placement will be used to finance instalments

on 7 VLCC newbuilding contracts and for general corporate purposes. The number

of Offer Shares and price per Offer Share will be determined through an

accelerated bookbuilding process to be conducted by the Managers.

The application period for the Private Placement will start today, May 16, 2018

at 16:30 (CET) and will close on May 18, 2018 at 08:00 (CET). The Company

reserves the right to close or extend the application period at any time at its

sole discretion, at short notice. The minimum order size and allocation in the

Private Placement will be the NOK equivalent of EUR 100,000. Apollo Asset Ltd.,

a company controlled by Mr Arne Fredly, has pre subscribed for and will be

allocated Offer Shares for an aggregate amount of approximately NOK 100,000,000

(USD 12,500,000) in the Private Placement. In addition, certain other investors

and existing shareholders in the Company have pre subscribed for and will be

allocated Offer Shares for an aggregate amount of NOK 75,000,000 (USD 9,375,000)

in the Private Placement. Conditional allocation of Offer Shares will be made at

the discretion of the Company's Board of Directors in consultation with the

Managers, on or about May 17, 2018, subject to any shortening or extension of

the application period.

Completion of the Private Placement is conditional upon the necessary corporate

resolutions in the Company being made, approval of the Private Placement by the

EGM (expected to be held on or about 8 June) and registration of the increased

share capital of the Company pertaining to the Private Placement in the

Norwegian Register of Business Enterprises. Further, the listing of the Offer

Shares is subject to a listing prospectus being published by the Company, which

is expected to be approved by the Norwegian Financial Supervisory Authority (the

"FSA") in the end of June 2018. The Private Placement will be cancelled if the

conditions are not fulfilled, and may be cancelled by the Company in its sole

discretion for any other reason.

The shares delivered to investors in the Private Placement will incur a separate

ISIN number pending publication of the listing prospectus and will not be listed

or tradable on Oslo Axess until the listing prospectus has been approved by the

FSA, expected end of June 2018.

The Company intends, but has not resolved, to carry out a subsequent offering

(the "Subsequent Offering") of new common shares in the Company following the

Private Placement. The Subsequent Offering will, on the basis of a prospectus to

be approved by the NSA, and subject to shareholder approval at the EGM expected

to be held on or about 8 June 2018, be directed towards shareholders who (i) are

shareholders in the Company as of 16 May 2018, as registered as shareholders in

the Company's register of shareholders with the VPS as of 22 May 2018, (ii) have

not been entitled to participate in the Private Placement, and (iii) are not

resident in a jurisdiction where such offering would be unlawful or, for

jurisdictions other than Norway, would require any prospectus, filing,

registration or similar action (the "Eligible Shareholders"). The Eligible

Shareholders will be granted non-tradable subscription rights. The subscription

period in the Subsequent Offering is expected to commence following publication

of Prospectus end June 2018.

For further information, please contact: Henrik A. Christensen, Chairman, +47

909 67 683, [email protected] or Erik Frydendal, CEO, +47 957 72 947,

[email protected]

Additional information about the Company can be found at:

https://www.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 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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