Share Issue/Capital Change • May 23, 2019
Share Issue/Capital Change
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Hunter Group ASA: Private placement successfully completed
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES 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.
23 May 2019
Reference is made to the stock exchange notice released by Hunter Group ASA (the
"Company", ticker HUNT) on 22 May 2019 regarding a contemplated private
placement (the "Private Placement") of new shares in the Company. The Company is
pleased to announce that the Private Placement was successfully placed, raising
gross proceeds of approximately NOK 695 million through the allocation of
190,454,000 shares (the "New Shares") at a subscription price of NOK 3.65 per
share. The Private Placement was significantly oversubscribed with high
participation from existing shareholders.
Allocation notices will be distributed to investors on 23 May, by the Managers,
once the Board of Directors have completed the allocation process.
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 implications of an underwritten rights issue given the volatility
and negative development in the Company's share price, alternative financing
sources, 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, and that a subsequent offering is expected to be carried
out.
The new shares allocated in the Private Placement will be settled through a
delivery versus payment transaction on a regular t+2 basis by delivery of
existing and unencumbered shares in the Company that are already listed on the
Oslo Stock Exchange pursuant to a share lending agreement between the Managers,
the Company and Apollo Asset Ltd. The shares delivered to the subscribers will
thus be tradable after allocations have been communicated. Following
registration of the new share capital pertaining to the Private Placement, the
Company will have 575,362,013 shares outstanding, each with a par value of NOK
1.25.
The Board of Directors of the Company has resolved to call for an extraordinary
general meeting to propose a subsequent offering of up to 19,045,400 new shares
towards the Company's shareholders as of 22 May 2019 (as documented by the
shareholder register in the Norwegian Central Securities Depository (VPS) as of
the end of 24 May 2019) who were not allocated shares in the Private Placement
(the "Subsequent Offering"). The subscription price in the Subsequent Offering
will be equal to the subscription price in the Private Placement.
Contact: Erik Frydendal, CEO, [email protected] +47 957 72 947
Additional information about the Company can be found at: 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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