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@example.com or Erik Frydendal, CEO, +47 957 72 947, firstname.lastname@example.org
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.