Hunter Group ASA: Private placement successfully completed
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES 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.
23 May 2019
Reference is made to the stock exchange notice released by Hunter Group ASA (the "Company", ticker HUNT) on 22 May 2019 regarding a contemplated private placement (the "Private Placement") of new shares in the Company. The Company is pleased to announce that the Private Placement was successfully placed, raising gross proceeds of approximately NOK 695 million through the allocation of 190,454,000 shares (the "New Shares") at a subscription price of NOK 3.65 per share. The Private Placement was significantly oversubscribed with high participation from existing shareholders.
Allocation notices will be distributed to investors on 23 May, by the Managers, once the Board of Directors have completed the allocation process.
Completion of the Private Placement implies a deviation from the existing shareholders' pre-emptive rights to subscribe for and be allocated new shares. The board of directors has carefully considered such deviation and has resolved that the Private Placement is in the best interests of the Company and its shareholders. In reaching this conclusion the board of directors has inter alia considered the implications of an underwritten rights issue given the volatility and negative development in the Company's share price, alternative financing sources, the dilutive effect of the share issue, the investor interest in the transaction, the strengthening of the shareholder base that will be achieved by the Private Placement, and that a subsequent offering is expected to be carried out.
The new shares allocated in the Private Placement will be settled through a delivery versus payment transaction on a regular t+2 basis by delivery of existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange pursuant to a share lending agreement between the Managers, the Company and Apollo Asset Ltd. The shares delivered to the subscribers will thus be tradable after allocations have been communicated. Following registration of the new share capital pertaining to the Private Placement, the Company will have 575,362,013 shares outstanding, each with a par value of NOK 1.25.
The Board of Directors of the Company has resolved to call for an extraordinary general meeting to propose a subsequent offering of up to 19,045,400 new shares towards the Company's shareholders as of 22 May 2019 (as documented by the shareholder register in the Norwegian Central Securities Depository (VPS) as of the end of 24 May 2019) who were not allocated shares in the Private Placement (the "Subsequent Offering"). The subscription price in the Subsequent Offering will be equal to the subscription price in the Private Placement.
Contact: Erik Frydendal, CEO, ef@huntergroup.no +47 957 72 947
Additional information about the Company can be found at: 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.