Hunter Group ASA - Agreement between certain shareholders
The board of directors of Hunter Group ASA (the "Company") has today been informed that Apollo Asset Limited and the founding shareholders of Dwellop AS; Dynamo Management AS, Lingtech AS, Resonans Invest AS, Initi AS, GEM Invest AS, GEB Holding AS, Innovatio AS, Hundvaag Holding AS, Per Sande AS, Arne Kristoffer Rødeseike, Einar Christian Gulbrandsen, Jone Haaland, Stian Lode, Katrin Enstad Anglevik, Frode Rabben, Kjen AS, Brit Sømme and Anne Hodne Buer (together referred as the "Dwellop Founders"), have entered into an agreement regarding reorganization and change of the share ownership in the Company (the "Agreement").
Pursuant to the Agreement, Apollo and the Dwellop Founders have agreed on a transaction structure where the intention is to separate/demerge the wholly owned subsidiary Dwellop AS ("Dwellop") from the Company. Dwellop shall be listed on Merkur Market or on another market place The transaction shall be carried out in five steps:
1) The Dwellop Founders shall sell 19.230.769 of their shares in the Company to Apollo against a consideration of NOK 2,30 per share, in total NOK 44.230.768.
2) Dwellop shall be separated/demerged from the Company by way of distribution of the shares in Dwellop to the Company's shareholders, pursuant to the Norwegian Public Limited Liability Companies Act Section 8-1 onwards. If the Company does not have sufficient distributable reserves, the distribution will be accomplished by way of a share capital reduction or demerger. NOK 10,000,000 in cash shall be distributed to Dwellop as group contribution prior to the separation/demerger.
3) Dwellop will carry out one or more capital increases, with an obligation for the Dwellop Founders to reinvest parts of the consideration as set out in item 1 above; and
4) Apollo shall shell a portion of the Dwellop shares received under item 2 above to the Dwellop Founders.
Completion of the agreement is inter alia subject to:
(a) approval by the general meeting of the Company of new articles of association and new board of directors as set out in the notice of general meeting of 7 March;
(b) approval of the general meeting of the Company to separate/demerge Dwellop from the Company and that NOK 10,000,000 has been contributed in cash to Dwellop prior to such separation/demerger;
(c) approval of the general meeting of Dwellop of one or more capital increases;
(d) the Dwellop Founders have been given the possibility to subscribe for/or acquire shares in Dwellop for at least NOK 39,230,768 to an equity value of Dwellop of maximum NOK 80,000,000; and
(e) the new board of directors of the Company has waived the existing lock-up and non-compete provisions for the Dwellop Founders.
The Agreement otherwise contains terms customary in the Norwegian market.
Apollo and the Dwellop Founders believe that the Agreement is made in the best interests of the Company and its shareholders. Apollo is currently considering several investment opportunities for the Company in other sectors than oil service. Dwellop on a stand-alone basis will make it possible for Dwellop to keep focusing on its core business and business development.
Notice to Oslo Stock Exchange pursuant to the Norwegian Securities Trading Act section 6-8: Following the transaction as set out under item 1 above (Apollo to acquire 19.230.769 shares in the Company from the Dwellop Founders), Apollo would have increased its shareholding from 26.231.602 shares, with 19.230.769 shares, to a total number of 45.462.371 shares, representing a total shareholding in the Company of 34.66%. Apollo will prior to the closing of item 1 above, dispose of such number of existing shares in the Company, in accordance with the Norwegian Securities Trading Act section 6-9, whereby the 1/3-threshold not will be crossed, cf. the Norwegian Securities Trading Act section 6-1. On this basis will Apollo not execute any mandatory offer for the shares in the Company owing to the transactions as described above.
Oslo, 29 March 2018.
This stock exchange announcement is made pursuant to section 5-2 of the Norwegian Securities Trading Act.
Arne Fredly: +33 6 40 61 40 01
Helge Hustoft: +47 915 75 876