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:
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.
*** 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.