Hunter Group ASA - Approval of Prospectus and Subsequent Offering
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.
Approval of Prospectus
Reference is made to the Hunter Group ASAs (the Company) completed private placement of 190,454,000 new shares, at a subscription price of NOK 3.65 per share, raising gross proceeds of NOK 695,157,100 (the Private Placement).
The Financial Supervisory Authority of Norway has today, on 17 July 2019, approved a prospectus dated 17 July 2019 (the Prospectus) which has been prepared in connection with the: (i) listing of the shares in the Private Placement; and (ii) subsequent offering and listing of up to 19,045,400 shares in a Subsequent Offering (as described below).
The shares issued in the Private Placement, currently registered on a separate ISIN, will as a consequence be transfered to the ordinary ISIN of the Company.
The Prospectus will, subject to regulatory restrictions in certain jurisdictions, be available at DNB Markets’ website, https://www.dnb.no/emisjoner.
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Reference is made to the previous announcements by the Company relating to the subsequent offering (the Subsequent Offering) of up to 19,045,400 new shares (the Offer Shares) for raising gross proceeds of up to NOK 69,515,710.
The subscription period for the Subsequent Offering will commence on 22 July 2019 and expires at 16:30 hours, Oslo time, on 5 August 2019 (the Subscription Period). The subscription price in the Subsequent offering is NOK 3.65 per Offer Share.
The Company will issue subscription rights (the Subscription Rights) to eligible shareholders, being the holders of Shares as at the end of trading on 22 May 2019 as registered in the VPS as of 24 May 2019 (the Record Date), who were not allocated shares in the Private Placement and who are not resident in a jurisdiction where the Subsequent Offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action (the Eligible Shareholders).
Eligible Shareholders are, based on their registered holding of Shares in the VPS at the end of the Record Date, be granted non-tradable subscription rights providing a preferential right to subscribe and be allocated Offer Shares in the Subsequent Offering (the Subscription Rights). Eligible Shareholders will be granted 0.194939 subscription Rights for each of the shares held as of the Record Date. Each Subscription Right grants the owner the right to subscribe for and be allocated one (1) Offer Share. The Subscription Rights will be distributed free of charge, and the recipient of Subscription Rights will not be debited any cost. The Subscription Rights will be registered in the VPS under ISIN NO0010859697 and will be distributed to each Eligible Shareholders' VPS on 22 July 2019.
Over-subscription is allowed. Subscription without Subscription Rights is not allowed. The final size, allocation and issuance of the Offer Shares will be subject to formal approval by the Board following expiry of the Subscription Period. The Subscription Rights will not be tradable. Upon expiry of the Subscription Period, the Subscription Rights will expire and have no value.
If an Eligible Shareholder holds shares registered through a financial intermediary as of expiry of the Record Date, the financial intermediary will customarily give the Eligible Shareholder details of the Subscription Rights to which it will be entitled. The relevant financial intermediary will customarily supply each Eligible Shareholder with this information in accordance with its usual customer relations procedures. Eligible Shareholders holding their interests through a financial intermediary should contact the financial intermediary in order to receive information with respect to the Subsequent Offering.
The Offer Shares will be listed on Oslo Axess, with ticker HUNT as soon as the share capital increase pertaining to the Subsequent Offering has been registered with the Norwegian Registry of Business Enterprises and the Offer Shares have been registered in the VPS under ISIN NO0010283211, which the Company expects will take place on or about 19/20 August 2019.
DNB Markets, a part of DNB Bank ASA, acts as Subsequent Offering Manager in connection with the Subsequent Offering.
Further information, including the complete terms and conditions for the Subsequent offering, is set out in the Prospectus, dated 17 July 2019. The Prospectus will, subject to regulatory restrictions in certain jurisdictions, be available through the Subsequent Offering Manager’s website: https://www.dnb.no/emisjoner.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
For further information, or for printed copies of the prospectus, please contact: Erik Frydendal, CEO +47 957 72 947 E-mail: firstname.lastname@example.org
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 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 or exercise of subscription rights, and the subscription, purchase or sale of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Subsequent Offering Manager 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 Subsequent Offering Manager is acting for the Company and no one else in connection with the Subsequent Offering 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 Subsequent Offering and/or any other matter referred to in this release.