Hunter Group ASA - Offer price in the conditional private placement and intention of subsequent repair offering
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THE END OF THE ANNOUNCEMENT.
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, henrik@rosom.no
Erik Frydendal, CEO, +47 957 72 947, ef@huntergroup.no
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.
Ekstern link: http://www.newsweb.no/index.jsp?messageId=451751
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