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WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Oslo, 10 January 2024
Hunter Group ASA (the “Company”) announces a contemplated private placement of
up to the NOK equivalent to USD 12 million by issue of new shares (the “Offer
Shares”) in the Company (the “Private Placement”). The subscription price per
Offer Share (the “Offer Price”) and the final number of Offer Shares to be
issued in the Private Placement will be set by the Company’s board of directors
(the “Board”) based on an accelerated bookbuilding process conducted by the
Managers (as defined below).
The Company has appointed DNB Markets, a part of DNB Bank ASA (“DNB Markets”)
and Fearnley Securities AS as Joint Bookrunners in connection with the Private
Placement (the “Managers”).
Certain existing shareholders and new investors, including Surfside Holding AS
(controlled by Morten E. Astrup, chairman of the Company), B.O. Steen Shipping
AS, and Apollo Asset Limited, have provided indications of subscriptions
covering the full deal size.
The Company intends to use the net proceeds from the Private Placement to
strengthen the working capital in connection with two three-year back-to-back
charterparties on eco-design and scrubber fitted Very Large Crude Carriers
(“VLCC”), one of which was placed on subjects today at USD 51,000 per day.
The Company took delivery of a VLCC on December 1 2023, following a similar
transaction. The index-linked TC result for December 2023 was approximately USD
54,200 per day.
The order book for VLCCs is at the lowest level seen in more than 30 years. A
substantial portion of the fleet is approaching retirement age. Oil demand is at
record high levels and growing. Analysts expect scrubber-eco VLCC rates to
average more than USD 80,000 per day for the next three years. Newbuilding and
resale prices support the case for higher rates going forward. Yet, the three
-year time-charter rate is currently below the 20-year average spot rate of
approximately USD 42,000 per day for a benchmark vessel. The equivalent rate for
a scrubber-eco VLCC is approx. USD 58,800 per day, adjusting for avg. scrubber
-eco savings since IMO 2020. Using the current eco-scrubber saving translates
the number to approx. USD 60,100 per day. The rationale behind the Opportunities
is to capitalize on the dislocation between time-charter rates, ship values and
the expected strong rate environment over the next three years.
The bookbuilding period in the Private Placement (the “Bookbuilding Period”)
commences today on 10 January 2024 at 16:30 (CET) and closes on 11 January 2024
at 08:00 hours (CET). The Company may, in its own discretion, extend or shorten
the Bookbuilding Period at any time and for any reason. If the Bookbuilding
Period is extended or shortened, any other dates referred to herein may be
amended accordingly.
The Private Placement will be directed towards selected Norwegian and
international investors (a) outside the United States, subject to applicable
exemptions from any prospectus and registration requirements and in reliance on
Regulation S. under the U.S, Securities Act 1933, as amended (the “Securities
Act”), and (b) to investors in the United States who are QIBs as defined in Rule
144A under the Securities Act, in each case subject to an exemption being
available from offer prospectus requirements and any other filing or
registration requirements in the applicable jurisdictions, including the EU
Prospectus Regulation (Regulation (EU) 2017/1129 of the European Parliament and
of the Council of 14 June 2017 (the “Prospectus Regulation”, and subject to
other selling restrictions. The minimum application and allocation amount has
been set to the NOK equivalent of EUR 100,000 per investor. The Company may,
however, at its sole discretion, allocate Offer Shares for an amount below EUR
100,000 to the extent applicable exemptions from the prospectus requirement
pursuant to the Norwegian Securities Trading Act, the Prospectus Regulation and
ancillary regulations are available. Further selling restrictions and
transaction terms will apply.
The conditional allocation of Offer Shares will be determined following the
Bookbuilding Period, and the final allocation will be made at the sole
discretion of the Board (in consultation with the Managers), based on the
allocation criteria as outlines in the term sheet for the Private Placement.
Notification of conditional allocation expected to be sent to the applicants by
the Managers on or about 11 January 2024, subject to any shortenings or
extensions of the Bookbuilding Period.
The Offer Shares allocated in the Private Placement are expected to be settled
on a delivery versus payment (“DVP”) basis, for all investors except certain
existing shareholders, though a pre-funding agreement to be entered into between
the Company and the Managers, on or about 5 February 2024, following
satisfaction of the Conditions.
The Offer Shares will be delivered on a separate, temporary ISIN pending
approval of a prospectus by the Norwegian Financial Supervisory Authority and
will not be listed or tradable on Euronext Expand Oslo before the prospectus is
published (expected on or about 12 February 2024).
The completion of the Private Placement is subject to (i) the Board resolving to
complete the Private Placement, at its sole discretion, (ii) an extraordinary
general meeting (the “EGM”) of the Company resolving the share capital increases
pertaining to the issuance of the Offer Shares and authorizing the Board to
resolve any Subsequent Offering (as defined and described below) expected on or
about 2 February 2024, and (iii) the registration of the Private Placement in
the Norwegian Register of Business Enterprises, and the issuance of the Offer
Shares in Euronext Securities Oslo (VPS) having taken place (collectively, the
“Conditions”).
The Company reserves the right to cancel, and/or modify the terms of, the
Private Placement at any time and for any reason prior to the Conditions having
been met. Neither the Company nor the Managers will be liable for any losses
incurred by applicants if the Private Placement is cancelled, irrespective of
the reason for such cancellation.
Applicants being conditionally allocated Offer Shares in the Private Placement,
and who hold shares in the Company as of the date of the EGM, undertake to vote
at the EGM in favour of, or give a voting proxy to be used in favour of, the
share capital increase and issuance of the Offer Shares, as well as the possible
share capital increase and issuance of shares in a Subsequent Offering (as
defined below) if so proposed by the Board.
The Private Placement, if completed, represents a deviation from the
shareholders’ pre-emptive right to subscribe for the Offer Shares. The Board has
considered the Private Placement in light of the equal treatment obligations
under the Norwegian Public Limited Companies Act, the Norwegian Securities
Trading Act, the rules on equal treatment under Oslo Rule Book II for companies
listed on the Oslo Stock Exchange, and guidelines on the rule of equal treatment
from Oslo Stock Exchange and the Financial Supervisory Authority of Norway, at
the latest the thematic review published on 19 December 2023, and deems that the
proposed Private Placement is in compliance with these obligations. The Board is
of the view that it will be in the common interest of the Company and its
shareholders to raise equity through a private placement, in particularly
considering the current market conditions and to secure the financing of the
Opportunities in a more certain and expedient manner in the current volatile
capital markets. The Opportunities is deemed beneficial to the interest of the
Company and its shareholders and would not be obtainable by structures with
longer lead time for the financing such as a rights offering. By structuring the
equity raise as a private placement, the Company is expected to raise equity
with a lower discount to the current trading price, at a lower cost and with a
significantly reduced completion risk compared to a rights issue. It has also
been taken into consideration that the Private Placement is based on a publicly
announced accelerated bookbuilding process.
Subject to, inter alia, completion of the Private Placement and approval by the
EGM, approval and publication of a prospectus and prevailing market price of the
Company’s shares being higher than the Offer Price as determined by the Board,
the Board intends to conduct a subsequent repair offering (the “Subsequent
Offering”). A Subsequent Offering shall, if made, and on the basis of the
prospectus, be directed towards existing shareholders in the Company as of 10
January 2024, as registered in the Company’s register of shareholders with
Euronext Securities Oslo (VPS) on 12 January 2024, and who (i) were not
allocated Offer Shares in the Private Placement, and (ii) 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. The Company reserves the right in its sole discretion to not conduct or
to cancel the Subsequent Offering.
DNB Markets, a part of DNB Bank ASA and Fearnley Securities AS act as Joint
Bookrunners in connection with the Private Placement (the “Managers”). Ro
Sommernes advokatfirma DA acts as legal advisor to the Company in connection
with the Private Placement.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and subject to the disclosure requirements pursuant to
section 5-12 of the Norwegian Securities Trading Act. This stock exchange notice
was published by Lars M. Brynildsrud, CFO, on the date and time as set out in
the release.
Contact:
Erik A.S. Frydendal, CEO, ef@huntergroup.no, Ph.: +47 957 72 947
Lars M. Brynildsrud, CFO, lb@huntergroup.no, Ph.: +47 932 60 882
Forward looking statements: This announcement includes forward-looking
statements, relating inter alia to the Charterparties, VLCC rates, prices, and
values, the Private Placement, the Offer Shares, the conditions to the Private
Placement, the use of proceeds therefrom and other non-historical statements,
and the proposed Subsequent Offering. These forward-looking statements are
subject to numerous risks, uncertainties and assumptions, changes in market
conditions and other risks. Forward-looking statements reflect knowledge and
information available at, and speak only as of, the date they are made. Except
as required by law, the Company undertakes no obligation to update or revise
publicly any forward-looking statements, whether as a result of new information,
future events or otherwise, after the date hereof or to reflect the occurrence
of unanticipated events. Readers are cautioned not to place undue reliance on
such forward -looking statements.
Disclaimer: This announcement is made by, and is the responsibility of, the
Company. The Managers and their affiliates are acting exclusively for the
Company and no-one else in connection with the transactions described in this
announcement. They will not regard any other person as their respective clients
in relation to the transactions described in this announcement and will not be
responsible to anyone other than the Company, for providing the protections
afforded to their respective clients, nor for providing advice in relation to
the transactions described in this announcement, the contents of this
announcement or any transaction, arrangement or other matter referred to herein.
In connection with the transaction described in this announcement, the Managers
and any of their affiliates, acting as investors for their own accounts, may
subscribe for or purchase securities and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in such securities
of the Company or related investments in connection with the transactions
described in this announcement or otherwise. Accordingly, references in any
subscription materials to the securities being issued, offered, subscribed,
acquired, placed or otherwise dealt in should be read as including any issue or
offer to, or subscription, acquisition, placing or dealing by, the Managers and
any of their affiliates acting as investors for their own accounts. The Managers
do not intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations to do so.
Kilde
