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Hunter Group ASA

Share Issue/Capital Change May 22, 2019

3626_rns_2019-05-22_044c1d63-dfee-4b52-82dd-1fd27aaf4f55.html

Share Issue/Capital Change

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Hunter Group ASA: ANNOUNCEMENT OF CONTEMPLATED PRIVATE PLACEMENT TERMS

Hunter Group ASA: ANNOUNCEMENT OF CONTEMPLATED PRIVATE PLACEMENT TERMS

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.

Oslo, 22 May 2019

Reference is made to the stock exchange notice published 21 May 2019 where

Hunter Group ASA (the "Company") announced that it is contemplating a share

capital increase of up to 190,454,000 new shares(the "Offer Shares").

The Company is pleased to announce the terms of a private placement for the

Offer Shares at a fixed price of NOK 3.65 per share (the "Private Placement")

and that it has mandated ABG Sundal Collier, Arctic Securities, Clarksons Platou

Securities, Danske Bank, DNB Markets, Fearnley Securities, Nordea Bank, Pareto

Securities and SEB (jointly the "Managers") as Joint Lead Managers and

Bookrunners to advise on and effectuate the Private Placement.

The Private Placement is directed towards investors subject to and in compliance

with applicable exemptions from relevant prospectus or registration

requirements.

Based on indications the Company has received so far from Apollo Asset Ltd. as

well as other certain key shareholders, the book is fully covered for the full

deal amount and will be allocated at least their pro rata share of the Private

Placement.

Existing shareholders will be given priority in allocations.

The application period for the Private Placement will start Wednesday 23 May

2019, at 16:30 CEST and close on Thursday 24 May 2019 at 08:00 CEST. The Company

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

sole discretion. The minimum order size and allocation in the Private Placement

will be the NOK equivalent of EUR 100,000. 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 24 May 2019, and notification of allotment will be

sent to the applicants by the Managers on or about 24 May 2019, subject to any

shortening or extension of the application period. Completion of the Private

Placement is conditional upon the Offer Shares having been fully paid and

validly issued.

In order to facilitate timely delivery of already listed shares, delivery of

Offer Shares allocated in the Private Placement is expected to be made by

delivery of existing shares in the Company borrowed by the Managers from Apollo

Asset Ltd. The shares delivered to investors in the Private Placement will thus

be tradable on Oslo Børs immediately after allocation. The Managers will settle

the share loan from Apollo Asset Ltd with the new shares issued in connection

with the Private Placement. The new shares will be registered under a separate

ISIN pending approval of a listing prospectus by the Financial Supervisory

Authority of Norway, and will not be listed or tradable on Oslo Børs until the

listing prospectus has been approved, expected during June 2019 in connection

with a planned subsequent repair issue (the "Subsequent Issue")

The Offer Shares will be delivered through the Norwegian Central Securities

Depository (the "VPS"). Payment for the Offer Shares is expected to take place

on or about 27 May 2019 (the "Payment Date") and delivery of the Offer Shares is

expected to take place on or about 27 May 2019 (the "Delivery Date").

The proceeds from the Private Placement will be used to partly fund the

Company's capex commitments in relation to its 8 VLCC newbuidlings currently

under construction at DSME (the "Newbuildings").

In connection with the Private Placement, the Company is pleased to announce the

following positive developments that further strengthens the Company's business

strategy and the investment case:

Bank financing:

The Company has received binding commitments for a 5-year USD 420 million senior

secured term loan with Danske Bank, DNB Bank, Nordea Bank and Skandinaviska

Enskilda Banken, at a margin of 275 bps and an amortization profile of 16 years.

Under the terms of the agreement the Company can draw up to 60% of the

construction cost for each Newbuilding at their respective delivery dates.

Earlier delivery of the Newbuildings:

The Company has negotiated earlier delivery of its Newbuildings with the

shipyard by moving forward the delivery dates by 1-3 months. As a consequence, 4

of the Company's vessels will be on the water within year end 2019 (two in

September and two in October), well positioned to benefit from the effects of

the upcoming IMO 2020 regulations.

Selection of technical manager:

After a careful review and due diligence process, the Company has selected OSM

Ship Management as the technical manager for all the Company's newbuildings at

attractive and competitive terms.

Potential sale of vessels:

The Company has received a bid from a third party buyer for two of its

Newbuildings at an en bloc sales price of USD 196m (USD 98m per vessel) and the

Company is currently in advanced discussion with the buyer in finalizing a sale.

If the vessel sales materialize, the Company expects to be have a fully funded

newbuilding program post completion of 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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