Hunter Group ASA: Private placement completed
Oslo, 15 February 2018: Reference is made to the announcement by Hunter Group ASA ("Hunter Group" or the "Company") published earlier today regarding the private placement of NOK 75,000,000 (the "Private Placement"). The Private Placement is carried out to satisfy one of the conditions for completion of the direct and indirect acquisition of all shares in IKM Subsea Holding AS, IKM Subsea AS and IKM Technology AS (the "IKM Subsea & Technology Group") (the "Transaction").The board of directors of the Company (the "Board of Directors") is pleased to announce that the Private Placement has been successfully completed raising NOK 75 million in gross proceeds through the conditional allocation of 33,333,334 new shares in the Company at a subscription price of NOK 2.25 per share (the "Offer Shares").
The net proceeds from the Private Placement will be used to partly finance the acquisition of the IKM Subsea & Technology Group and partly for general corporate purposes.
The completion of the Private Placement is conditional upon the Company's shareholders passing the required corporate resolutions to issue the Offer Shares 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 Offer Shares issued in the Private Placement will not be tradable before the shares have been fully paid and registered with the Norwegian Central Securities Depository (the "VPS"). The Offer Shares will when issued rank equal in all respects to the existing shares of the Company and will, following approval and publication of a listing prospectus, be listed on Oslo Axess. Pending such listing, the Offer Shares will be registered on a separate ISIN and not be listed or tradable on Oslo Axess.
Following issuance of the Offer Shares, the issued share capital of the Company will consist of 164,491,347 shares, each with a nominal value of NOK 1.25. Following the completion of the Transaction, the total number of shares outstanding will be 213,039,454.
In order to complete the Private Placement, the Board of Directors will propose to the EGM that existing shareholders' pre-emptive rights to subscribe for the new shares are set aside. The Board of Directors believes that this is in the best interest of the Company and its shareholders as it is necessary to facilitate the Transaction.
Further, the Company's Board of Directors contemplates to carry out a subsequent equity offering for a total subscription amount of NOK 10 million (the "Repair Issue"), in which the existing shareholders of the Company as of close of trading on 15 February 2018, as recorded in the VPS on 19 February 2018, who have not been 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, will be allowed to participate. The subscription price in the Repair Issue will be equal to the subscription price in the Private Placement. For these purposes, the Board of Directors will use the authorisation granted at the Company's extraordinary general meeting on 31 May 2017.
A separate announcement will be made today setting out key information for the repair issue.
ABG Sundal Collier ASA and DNB Markets have acted as joint lead managers and joint bookrunners in connection with the Private Placement.
This information is subject to disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Important information
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, vu@huntergroup.no
Ola Beinnes Fosse, CFO, +47 97 53 12 27, obf@huntergroup.no
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