Hunter Group ASA: Key information relating to conditional subsequent equity issue
Oslo, 15 February 2018: Reference is made to the announcements by Hunter Group ASA ("Hunter Group" or the "Company") published earlier today regarding the private placement of NOK 75 million (the "Private Placement"). The completion of the Private Placement is conditional upon the Company's shareholders passing the required corporate resolutions to issue the shares in the Private Placement at an extraordinary general meeting expected to be held on or about 15 March 2018 (the "EGM") and fulfilment of the conditions for completion of the Transaction.The Company's board of directors has proposed to carry out a repair issue following the approval of a prospectus by the Financial Supervisory Authority of Norway. Such approval is expected in late March 2018. The conditional repair issue will be directed towards existing shareholders as of close of trading on 15 February 2018, as recorded in the VPS on 19 February 2018, who were not allocated shares in the Private Placement and who 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. For these purposes, the Company's board of directors will use the authorisation granted by the Company's extraordinary general meeting on 31 May 2017. Subject to completion of the Private Placement, eligible shareholders will be granted non‑transferable rights to subscribe for and, upon subscription, be allocated new shares in the Company for a total subscription amount of NOK 10 million. The subscription price in the conditional repair issue will be equal to the subscription price in the Private Placement.Further details about the conditional repair issue will be set out in a prospectus to be published in connection with inter alia the offering of shares in the conditional repair issue and the listing of shares issued in the Private Placement.The key dates and information relating to the conditional repair issue are as follows:
|Date on which the terms and conditions of the repair issue were announced:||15 February 2018|
|Last day including right:||15 February 2018|
|Ex-date:||16 February 2018|
|Record date:||19 February 2018|
|Date of approval:||15 February 2018|
|Maximum number of new shares:||4,444,444|
|Subscription price:||NOK 2.25|
This information is published in accordance with the Oslo Børs' Continuing Obligations for stock exchange listed companies.
This press release is for information purposes only and shall not constitute or be construed as an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Copies of this announcement are not being made and may not be distributed or sent into the Australia, Canada, Japan, the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act, or any state securities laws, and will be sold within the United States only to qualified institutional buyers ("QIB"), as defined in Rule 144A under the U.S. Securities Act ("Rule 144A"), through affiliates of the Managers, in reliance upon the exemption from the registration requirements provided by section 4(2) of the U.S. Securities Act Rule 144A, and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act. The securities to be offered will be subject to certain restrictions on transfer.
Certain statements contained herein that are not statements of historical fact, may constitute forward looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results or events concerning the Company to be materially different from the historical results or from any future results expressed or implied by such forward looking statements. None of the Company, the Managers or any of their affiliates or advisors provide any assurance that the assumptions underlying such forward-looking statements are free from errors nor do any of them accept any responsibility for the future accuracy of the opinions expressed in this press release or the actual occurrence of the forecasted developments. Except as may be required by applicable law or stock exchange regulation, neither the Company nor the Managers, or any of their affiliates or advisors, assume any obligation to update any forward-looking statements or to confirm these forward-looking statements to actual results.
For further information, please contact:
Vegard Urnes, interim CEO, +47 90 58 54 32, firstname.lastname@example.org
Ola Beinnes Fosse, CFO, +47 97 53 12 27, email@example.com