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DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 5 March 2024
Hunter Group ASA (the “Company”, ticker: HUNT) refers to the stock
exchange notices in connection with the subsequent offering of up to 14,200,000
new shares (the “Offer Shares”), each at an offer price of NOK 1.75 (the “NOK
1.75 Offering”).
The subscription period in the NOK 1.75 Offering expired on 4 March 2024
at 16:30 hours (CET) (the “Subscription Period”). The NOK 1.75 Offering
was significantly over-subscribed. The Company’s board of directors (the
“Board”) has today allocated in total 14,200,000 Offer Shares, of which
7,952,227 Offer Shares are allocated based on subscription rights and 6,247,773
Offer Shares are allocated based on over-subscriptions, thus raising NOK 24.8
million in gross proceeds.
Subscribers having access to investor services through their VPS account
manager are able to check the number of Offer Shares allocated to them from
10:00 CET. Subscribers who do not have access to investor services through their
VPS account manager may contact the Managers to obtain information about the
number of Offer Shares allocated to them from 10:00 CET.
The deadline for payment for the allocated Offer Shares is 7 March 2024,
in accordance with the payment instructions set out in the Company’s
prospectus dated 14 February 2024 (the “Prospectus”). The Offer Shares may not
be transferred or traded until they are fully paid and the share capital
increase pertaining to the NOK 1.75 Offering has been registered with the
Norwegian Register of Business Enterprises (“NRBE”). The Offer Shares are
expected to commence trading on Euronext Expand Oslo on or about 14 March 2024,
but not before the Company has published a stock exchange announcement that the
share capital increase pertaining to the Offer Shares has been registered with
the NRBE.
Sagittarius Capital Ltd., a close associate of Erik A.S. Frydendal, CEO and
PDMR of the Company, Lama Global AS, a close associate of Lars M. Brynildsrud,
CFO and PDMR of the Company, Seal Invest AS, a close associate of Sujoy Seal,
COO and PDMR of the Company and Ida Harboe Munthe-Kaas, a close associate of
Bertel Steen, board member and PDMR of the Company were allocated 2,071,870,
1,202,566, 1,196,884 and 93,941 shares, respectively, in the NOK 1.75 Offering,
each at a subscription price of NOK 1.75. Following the Offerings, Erik A.S.
Frydendal, Lars M. Brynildsrud, Sujoy Seal and close associates will own a total
of 3,010,907, 2,000,770 and 2,006,250 shares in the Company, respectively. PDMR
notification forms attached hereto.
Following the issuance of the new Offer Shares, the Company’s share capital
will be NOK 5,155,285.34, divided into 134,825,243 shares, each with a nominal
value of NOK 0.038 (rounded).
DNB Markets, a part of DNB Bank ASA and Fearnley Securities AS
(collectively, the “Managers”) act as Joint Bookrunners in connection with the
NOK 1.75 Offering. Ro Sommernes advokatfirma DA acts as legal advisor to the
Company in connection with the NOK 1.75 Offering.
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
This stock exchange announcement is made pursuant to section 5-12 of
the Norwegian Securities Trading Act.
Important notices:
This announcement is not and does not form a part of any offer to sell, or
a solicitation of an offer to purchase, any securities of the Company.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Copies of this announcement are not being made and
may not be distributed or sent into any jurisdiction in which such
distribution would be unlawful or would require registration or other measures.
Persons into whose possession this announcement or such other information should
come are required to inform themselves about and to observe any such
restrictions. The securities referred to in this announcement have not been and
will not be registered under the U.S. Securities Act and may not be offered or
sold within the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities
Act and applicable state securities laws.
This announcement includes forward-looking statements, relating inter alia
to non-historical statements, and the 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.
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
