Fri, May 18, 2018 10:35 CET
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Hunter Group ASA – Offer price in the conditional private placement and intention of subsequent repair offering
Oslo, Norway, 18 May 2018: Reference is made to the stock exchange announcement of 18 May 2018 at 8:00 (CET) with the preliminary results in the contemplated conditional private placement (the “Private Placement”) of new shares (the “Offer Shares”) in Hunter Group ASA (“Hunter” or the “Company”). The subscription period in the Private Placement expired on 18 May 2018 at 08:00 (CET), and the Private Placement was significantly oversubscribed.
The Board of Directors has today resolved the offer price to NOK 3.20 per Offer Share, with issuance of 162,500,000 new shares, and total gross proceeds of NOK 520 million. The Offer Shares will not entitle PIK dividend of shares in Dwellop AS.
Further to the stock exchange notice as of 15 May 2018, the last day including the right of the PIK dividend of shares in Dwellop AS is 18 May 2018. The ex-date of PIK dividend of shares in Dwellop AS is accordingly 22 May 2018.
The Board of Directors, in consultation with the Managers, will resolve the conditional allocation of the Offer Shares in the Private Placement on or about 18 May 2018, and notifications of conditional allocations of Offer Shares will be distributed on or about 18 May 2018. Completion of the Private Placement is subject to (i) the adoption of the relevant corporate resolutions of the Company required to implement the issue the Offer Shares, including the extraordinary general meeting's resolution to issue the Offer Shares scheduled to be held on or about 8 June 2018, and (ii) the registration of the share capital increase pertaining to the issuance of the Offer Shares in the Norwegian Register of Business Enterprises.
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 limited discount to previous trading prices, 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, the liquidity in the shares, transaction costs, transaction efficiency and completion risks.
The Board of Directors intends for the Company to carry out a subsequent repair offering of new shares in which shareholders in the Company as of 16 May 2018, as registered in the VPS on 22 May 2018, who were not allocated Offer Shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action, will receive subscription rights. The number of offer shares under the subsequent repair offering will, as determined by the Board of Directors, be such number of offer shares in order to secure equal treatment (to the shareholders of the Company as of 16 May 2018), however, not more than 16 250 000 shares. Today the shares trade without the right to participate in the repair offering. The subscription rights will not be listed and over-subscription and subscription without subscription rights will be allowed in the subsequent repair offering. The subscription price in the repair offering will be the same as in the Private Placement, i.e. NOK 3.20 per share, and the shares issued under the subsequent repair offering will not entitle any PIK dividend of shares in Dwellop AS. The subscription period in the Subsequent Offering is expected to commence shortly after publication of the Prospectus which also will cover the offer and listing of shares in the Subsequent Offering. The Board of Directors will resolve the details relating to the repair offering at the scheduled board meeting on 21 May 2018, which will be finally resolved at an extraordinary general meeting expected to be held early June 2018.
Clarksons Platou Securities AS, Pareto Securities AS, DNB Markets and Fearnley Securities acted as joint lead managers and bookrunners in connection with the Private Placement.
For further information, please contact:
Henrik A. Christensen, Chairman, +47 909 67 683, [email protected]
Erik Frydendal, CEO, +47 957 72 947, [email protected]
This stock exchange announcement is made pursuant to section 5-2 of the Norwegian Securities Trading Act.
*** 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.
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