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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Oslo, 22 May 2019
Reference is made to the stock exchange notice published 21 May 2019 where
Hunter Group ASA (the “Company”) announced that it is contemplating a share
capital increase of up to 190,454,000 new shares(the “Offer Shares”).
The Company is pleased to announce the terms of a private placement for the
Offer Shares at a fixed price of NOK 3.65 per share (the “Private Placement”)
and that it has mandated ABG Sundal Collier, Arctic Securities, Clarksons Platou
Securities, Danske Bank, DNB Markets, Fearnley Securities, Nordea Bank, Pareto
Securities and SEB (jointly the “Managers”) as Joint Lead Managers and
Bookrunners to advise on and effectuate the Private Placement.
The Private Placement is directed towards investors subject to and in compliance
with applicable exemptions from relevant prospectus or registration
requirements.
Based on indications the Company has received so far from Apollo Asset Ltd. as
well as other certain key shareholders, the book is fully covered for the full
deal amount and will be allocated at least their pro rata share of the Private
Placement.
Existing shareholders will be given priority in allocations.
The application period for the Private Placement will start Wednesday 23 May
2019, at 16:30 CEST and close on Thursday 24 May 2019 at 08:00 CEST. The Company
reserves the right to close or extend the application period at any time at its
sole discretion. The minimum order size and allocation in the Private Placement
will be the NOK equivalent of EUR 100,000. Allocation of Offer Shares will be
made at the discretion of the Company’s Board of Directors in consultation with
the Managers, on or about 24 May 2019, and notification of allotment will be
sent to the applicants by the Managers on or about 24 May 2019, subject to any
shortening or extension of the application period. Completion of the Private
Placement is conditional upon the Offer Shares having been fully paid and
validly issued.
In order to facilitate timely delivery of already listed shares, delivery of
Offer Shares allocated in the Private Placement is expected to be made by
delivery of existing shares in the Company borrowed by the Managers from Apollo
Asset Ltd. The shares delivered to investors in the Private Placement will thus
be tradable on Oslo Børs immediately after allocation. The Managers will settle
the share loan from Apollo Asset Ltd with the new shares issued in connection
with the Private Placement. The new shares will be registered under a separate
ISIN pending approval of a listing prospectus by the Financial Supervisory
Authority of Norway, and will not be listed or tradable on Oslo Børs until the
listing prospectus has been approved, expected during June 2019 in connection
with a planned subsequent repair issue (the “Subsequent Issue”)
The Offer Shares will be delivered through the Norwegian Central Securities
Depository (the “VPS”). Payment for the Offer Shares is expected to take place
on or about 27 May 2019 (the “Payment Date”) and delivery of the Offer Shares is
expected to take place on or about 27 May 2019 (the “Delivery Date”).
The proceeds from the Private Placement will be used to partly fund the
Company’s capex commitments in relation to its 8 VLCC newbuidlings currently
under construction at DSME (the “Newbuildings”).
In connection with the Private Placement, the Company is pleased to announce the
following positive developments that further strengthens the Company’s business
strategy and the investment case:
Bank financing:
The Company has received binding commitments for a 5-year USD 420 million senior
secured term loan with Danske Bank, DNB Bank, Nordea Bank and Skandinaviska
Enskilda Banken, at a margin of 275 bps and an amortization profile of 16 years.
Under the terms of the agreement the Company can draw up to 60% of the
construction cost for each Newbuilding at their respective delivery dates.
Earlier delivery of the Newbuildings:
The Company has negotiated earlier delivery of its Newbuildings with the
shipyard by moving forward the delivery dates by 1-3 months. As a consequence, 4
of the Company’s vessels will be on the water within year end 2019 (two in
September and two in October), well positioned to benefit from the effects of
the upcoming IMO 2020 regulations.
Selection of technical manager:
After a careful review and due diligence process, the Company has selected OSM
Ship Management as the technical manager for all the Company’s newbuildings at
attractive and competitive terms.
Potential sale of vessels:
The Company has received a bid from a third party buyer for two of its
Newbuildings at an en bloc sales price of USD 196m (USD 98m per vessel) and the
Company is currently in advanced discussion with the buyer in finalizing a sale.
If the vessel sales materialize, the Company expects to be have a fully funded
newbuilding program post completion of the Private Placement.
Contact: Erik Frydendal, CEO ef@huntergroup.no +47 957 72 947 Additional
information about the Company can be found at: www.huntergroup.no
*** 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.
http://www.netfonds.no/quotes/release.php?id=20190522.OBI.20190522S107