Hunter Group ASA –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.
Oslo, 14 June 2018:
Reference is made to the previous announcements by Hunter Group ASA (the “Company” or “Hunter”) relating to the subsequent offering (the “Subsequent Offering”) of up to 16,250,000 new shares (the “Offer Shares”) for gross proceeds of up to NOK 52,000,000.
The subscription period for the Subsequent Offering will commence tomorrow on 15 June 2018 and expire at 16:30 CET on 6 July 2018 (the “Subscription Period”). The subscription price in the Subsequent offering is NOK 3.20 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 16 May 2018, as registered in the VPS as of 22 May 2018 (the “Record Date”), including to the participants in the private placement with gross proceeds of NOK 172,500,000 (resolved on the annual general meeting on 9 May 2018), hereinafter the “Primary Private Placement”, who were not allocated Shares in the private placement with gross proceeds of NOK 520,000,000 (the "Secondary 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 receive one Subscription Right for four (4) shares owned 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 NO 001 0825193 and will be distributed to each Eligible Shareholders' VPS account today.
For each share recorded as held in the Company as of expiry of the Record Date, each Eligible Shareholder will be entitled to allocation of 1.61479 Subscription Right(s), rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be allocated one Offer Share. The Subscription Rights will be registered in the VPS with ISIN number CY0127050918.
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. Note that the deadline for doing so might be earlier than 16:30 p.m. CET on 6 July 2018.
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 17-18 July 2018.
Clarksons Platou Securities AS, DNB Markets, Fearnley Securities AS and Pareto Securities AS are acting as Managers for the Subsequent Offering.
Further information, including the complete terms and conditions for the Subsequent offering, is set out in the prospectus prepared by the Company dated 11 June 2018 (the “Prospectus”). The Prospectus is, subject to regulatory restrictions in certain jurisdictions, available through the Managers’ web site: http://securities.clarksons.com; https://www.dnb.no/markets; http://www.fearnleysecurities.no and http://www.paretosec.com/. Printed copies of the prospectus may also be obtained by contacting the Company by email to email@example.com or by phone: +47 957 72 947.
For further information, please contact:
Erik A.S. Frydendal, CEO
Phone: +47 957 72 947
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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 Managers assume 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 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. 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.