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Hunter Group (HUNT)

hunt_ol
Investeringer: #<Tag:0x00007ff2942cddd0>

#162

Hoho, nå skjer det endelig ting her! :rocket:
http://www.newsweb.no/newsweb/search.do?messageId=444472

Oslo, 15 February 2018: Hunter Group ASA (“Hunter Group” or the “Company”) is
pleased to announce that the Company has entered into a share purchase agreement
(the “SPA”) with IKM Gruppen AS (“IKM Gruppen” or the “Seller”) regarding the
direct and indirect acquisition of all shares in IKM Subsea Holding AS, IKM
Subsea AS and IKM Technology AS (together referred to as the “IKM Subsea &
Technology Group”) (the “Transaction”).

The acquisition of the IKM Subsea & Technology Group represents a significant
milestone for Hunter Group. The IKM Subsea & Technology Group is one of the
leading remotely operated vehicle (“ROV”) operators in the North Sea with global
market presence and will provide Hunter Group with a strong platform for growth
in the subsea segment. It is furthermore a good fit with Hunter Group’s focus on
differentiating technologies at competitive cost. The IKM Subsea & Technology
Group is in the forefront of developing new ROV technologies as demonstrated by
a 10 years contract with Statoil Petroleum AS for four ROVs which are operated
from the IKM Subsea & Technology Group’s onshore control centre. Following
completion of the Transaction, IKM Gruppen will become a significant shareholder
in Hunter Group and will focus its future subsea activities through Hunter
Group. Further, following completion of the Transaction, Ståle Kyllingstad,
owner of IKM Gruppen, will become a member of the board of directors of Hunter
Group. The Transaction is expected to be completed during the first quarter of
2018. For further information on the Transaction and the IKM Subsea & Technology
Group, please see the investor presentation dated 15 February 2018 attached to
this announcement.

The purchase price in the Transaction shall be settled by (i) a cash payment of
NOK 250,000,000, (ii) issuance of 23,901,412 new ordinary shares in the Company
to the Seller (the “Consideration Shares”), and (iii) by an interest free
seller’s credit with a total amount of NOK 55,455,063 which shall be converted
to new ordinary shares in the Company at the same subscription price as in the
Private Placement (as defined below) (the “Conversion Shares”).

To satisfy one of the conditions for completion of the Transaction, the Company
further intends to carry out a private placement of new shares with expected
gross proceeds of a minimum of NOK 75,000,000 by issuance of new ordinary shares
(the “Offer Shares”) in the Company (the “Private Placement”). The net proceeds
from the Private Placement will be used to partly finance the acquisition of the
IKM Subsea & Technology Group and partly for general corporate purposes. ABG
Sundal Collier ASA and DNB Markets have been appointed as joint lead managers
and joint bookrunners in connection with the Private Placement (the “Managers”).

The Managers have received pre-commitments from large existing shareholders as
well as new investors in excess of the offering size. IKM Gruppen, controlled by
Ståle Kyllingstad, will subscribe for NOK 10 million in the Private Placement.

Members of the Company’s management team, Vegard Urnes, Ola Beinnes Fosse and
Eirik Bergsvik, will in total subscribe for approximately NOK 900,000 in the
Private Placement.

The Private Placement will be directed towards existing shareholders, other
Norwegian and international investors in each case subject to an exemption from
offer prospectus requirements and any other filing or registration requirements
in the applicable jurisdictions and subject to other selling restrictions
(except for the listing prospectus requirements set out below). The Offer Shares
will be offered at a price determined through an accelerated book-building
process to be conducted by the Managers.

The application period for the Private Placement commences today, 15 February
2018 at 16:30 (CET) and is expected to close tomorrow, 16 February 2018 at 08:00
(CET). The Company, together with the Managers, reserves the right to extend or
shorten the application period at any time at their sole discretion, or to
cancel the Private Placement in its entirety. The minimum application and
allocation in the Private Placement has been set to the NOK equivalent of EUR
100,000. The Company may, at its sole discretion, allocate an amount below EUR
100,000 to the extent applicable exemptions from the prospectus requirement
pursuant to the Norwegian Securities Trading Act and ancillary regulations are
available. The allocation of the Offer Shares will be made at the sole
discretion of Hunter Group’s board of directors (the “Board of Directors”), in
consultation with the Managers.

The completion of the Private Placement is subject to the Company’s shareholders
passing the required corporate resolutions to issue the Offer Shares at an
extraordinary general meeting expected to be held on or about 15 March 2018 (the
"EGM") and fulfilment of the conditions for completion of the Transaction.

The Consideration Shares, the Conversion Shares and the Offer Shares will not be
tradable before the shares have been fully paid and registered with the
Norwegian Central Securities Depository (the “VPS”). The shares will when issued
rank equal in all respects to the existing shares of the Company. The Conversion
Shares will when issued immediately be admitted to listing. The Consideration
Shares and Offer Shares will be listed on Oslo Axess following approval and
publication of a listing prospectus. Pending such listing, the Consideration
Shares and Offer Shares will be registered on a separate ISIN and not be listed
or tradable on Oslo Axess.

IKM Gruppen has undertaken not to, for a period of 24 months following
completion of the Transaction, offer or sell or otherwise dispose of any of the
Consideration Shares or the Conversion Shares without the prior written consent
of the Board of Directors.

In order to complete the Private Placement and to issue the Consideration Shares
and the Conversion Shares in the Transaction, the Board of Directors will
propose to the EGM that existing shareholders’ pre-emptive rights to subscribe
for the new shares are set aside. The Board of Directors believes that this is
in the best interest of the Company and its shareholders as it is necessary to
facilitate the Transaction.

Subject to successful completion of the Private Placement, Hunter Group will
consider to carry out a subsequent repair offering. The further details of such
repair offering will be announced separately.


#163

http://www.newsweb.no/newsweb/search.do?messageId=444477

Reference is made to the announcement by Hunter Group ASA (“Hunter Group” or the
"Company") published earlier today regarding the direct and indirect acquisition
of all shares in IKM Subsea Holding AS (“IKM Subsea Holding”), IKM Subsea AS
(“IKM Subsea”) and IKM Technology AS (“IKM Technology”) (together referred to as
the “IKM Subsea & Technology Group”) pursuant to the share purchase agreement
(the “SPA”) entered into with IKM Gruppen AS (“IKM Gruppen” or the “Seller”)
(the “Transaction”).

The Transaction is expected to be completed during the first quarter of 2018.

Parties to the transaction, transaction structure and consideration

IKM Gruppen owns all the shares in IKM Subsea Holding, which in its turn owns
all the shares in IKM Subsea. IKM Technology is jointly owned by IKM Gruppen and
IKM Subsea Holding, holding 17.53% and 82.47% of the shares in IKM Technology,
respectively. Prior to completion of the Transaction, certain intra group debt
of approximately NOK 330,000,000 (including interest) owed by IKM Subsea to the
Seller shall be converted to equity (the “Debt Conversion”). Following the Debt
Conversion, IKM Subsea will be jointly owned by IKM Gruppen and IKM Subsea
Holding.

Hunter Group has entered into an agreement with the Seller to directly and
indirectly acquire 100% of the issued and outstanding shares in the IKM Subsea &
Technology Group. Completion of the Transaction is subject to customary
completion conditions, including inter alia the following:

(i) Each of the Seller and its affiliates and the IKM Subsea & Technology
Group having been released of guarantees, letters of credit, encumbrances and
other affiliated securities, provided in favour of each other;

(ii) the extraordinary general meeting of the Company having resolved to
increase the share capital by issuance of shares in a private placement (as
described in item (iii) below), as well as by issuance of the Consideration
Shares (as defined below);

(iii) successful completion of a private placement in the Company with a
minimum subscription amount of NOK 75,000,000 (the “Private Placement”); and

(iv) the extraordinary general meeting of the Company having elected up to two
representatives nominated by IKM Gruppen to the Company’s board of directors
with effect from completion of the Transaction.

The SPA otherwise contains terms customary in the Norwegian market, including
representation and warranties and indemnities given by the Seller.

The purchase price in the Transaction shall be settled by (i) a cash payment of
NOK 250,000,000 (the “Cash Payment”), (ii) issuance of 23,901,412 new ordinary
shares in the Company to the Seller (the “Consideration Shares”), and (iii) by
an interest free seller’s credit with a total amount of NOK 55,455,063 (the
"Seller’s Credit") which shall be converted to new ordinary shares in the
Company at the same subscription price as in the Private Placement (the
"Conversion Shares").

The purchase price in the Transaction as set out above is based on the
consolidated balance sheet of 31 December 2017 for the IKM Subsea & Technology
Group and is subject to customary adjustments for cash, debt and normalised
working capital. Such adjustments shall be settled in cash. The SPA contains
customary no leakage provisions for the period between 31 December 2017 and
completion of the Transaction.

The Consideration Shares and the Conversion Shares shall be issued pursuant to
resolutions by the Company’s extraordinary general meeting to be held on or
about 15 March 2018 (the “EGM”).

The Seller shall on completion of the Transaction subscribe for the
Consideration Shares which shall be settled by a contribution in kind being the
shares in the IKM Subsea & Technology Group. The Conversion shares shall be
settled by set-off of the Seller’s Credit.

The Seller has undertaken not to, for a period of 24 months following completion
of the Transaction (the “Lock-up Period”), offer or sell or otherwise dispose of
any of the Consideration Shares or the Conversion Shares without the prior
written consent of the Company’s board of directors.

Timetable

29 - Signing of a letter of intent in relation to the
November Transaction by Hunter Group and the Seller
2017
15 - Signing of the SPA by Hunter Group and the Seller
February
2018
16 - Expected completion of the Private Placement
February
2018
15 March - Expected resolution by the EGM to issue the Consideration
2018 Shares; the Conversion Shares and the shares in the Private
Placement
15 March - Expected completion and settlement of the Transaction
2018 - Issuance of the shares in the Private Placement and the
Consideration Shares to a separate ISIN awaiting approval of a
prospectus
End of - Approval of a listing prospectus for the Consideration
March Shares and the shares issued in the Private Placement
2018

Significance of the Transaction for Hunter Group

The acquisition of the IKM Subsea & Technology Group represents a significant
milestone for Hunter Group. The IKM Subsea & Technology Group is one of the
leading remotely operated vehicle (“ROV”) operators in the North Sea with global
market presence and will provide Hunter Group with a strong platform for growth
in the subsea segment. It is furthermore a good fit with Hunter Group’s focus on
differentiating technologies at competitive cost. The IKM Subsea & Technology
Group is in the forefront of developing new ROV technologies as demonstrated by
a 10 years contract with Statoil Petroleum AS for four ROVs which are operated
from the IKM Subsea & Technology Group’s onshore control centre. Following
completion of the Transaction, IKM Gruppen will become a significant shareholder
in Hunter Group and will focus its future subsea activities through Hunter
Group. For further information, please see the investor presentation dated
15 February 2018 prepared by Hunter Group in connection with the Transaction,
attached to the announcement published by the Company earlier today.

Agreements to the benefit of affiliates, board members or management in Hunter
Group or the IKM Subsea & Technology Group

On 22 May 2017, Hunter Group entered into a consultancy agreement with
Middelborg AS, pursuant to which chief executive officer of Middelborg AS,
Kristian Lundkvist, has acted as transaction advisor to Hunter Group. According
to this agreement, and as approved by the Company’s board of directors, Mr.
Lundkvist is entitled to a success fee of 1.5% of the market value of the
Transaction, of which 50% shall be settled in by issuance of shares in the
Company at a subscription price of NOK 4.50 per share and 50% shall be settled
by shares to the same subscription price as in the Private Placement.

To the best of the Company’s knowledge, there are no other agreements entered
into, or that are planned to be entered into, in connection with the Transaction
for the benefit of affiliates, senior employees or members of the board of
directors of the Company or for the senior employees or board of directors of
the respective companies within the IKM Subsea & Technology Group.

Information on the IKM Subsea & Technology Group is included in a separate
document attached to this announcement.


#164

Jepp, dette er bra. Lurer bare på hva emi-kursen blir.

Dette er også verd å merke seg:

Mr.
Lundkvist is entitled to a success fee of 1.5% of the market value of the
Transaction, of which 50% shall be settled in by issuance of shares in the
Company at a subscription price of NOK 4.50 per share and 50% shall be settled
by shares to the same subscription price as in the Private Placement.

4,5 kr …


#165

Også verdt å merke seg at IKM Group, som kommer til å eie 22,4% av Hunter, har 2 års lock-up på aksjene sine.

Transaksjonen i all hovedsak:

IKM Group will receive 23,901,412 new shares in Hunter and an interest free seller’s credit in the amount of NOK 55,455,063 which shall be converted to new shares in Hunter at the same subscription price as in the private placement announced in connection with the acquisition. The value of shares received and ownership position after the private placement is based on Hunter share price of NOK 2.445 per share as per close 14 February 2018 and assuming private placement gross proceeds of NOK 75 million. 2) Net debt as per YE 2017, including adj. for normalised NWC

IKM har en backlog på 950 millioner, hvorav 750 millioner er til Statoil (10 års-kontrakt). Målet til Dwellop er å bli den ledende leverandøren av offshore brønnintervensjons-teknologi. Den ledende!


#166

http://www.hegnar.no/Nyheter/Energi/2018/02/Selger-IKM-Gruppen


#167

Det blir virkelig spennende å se på kurs-utviklingen I morgen. Stiger rask tidlig og stabilisere seg på 2.4 som sist? Eller blir det etablert en høyere bunn på rundt 3kr

Uansett jeg sitter long her. Ser virkelig ut som de bygger for fremtiden.

Gleder meg


#168

Spennende å se emi-kurs.


#169

Sist deltok jeg på emisjon på 12,5 øre:) det ble bra gevinst!


#170

Da var selskapet i en helt annen situasjon. Nå må de følge likebehandlingsprinsippet. Sannsynligvis får vi også en rep. emisjon.


#171

Klarer ikke å finne noe om emisjonskurs, er det eg som er blind ?

Uansett, først og fremst en seier til Kyllingstad dette, og Ikm blir i prinsippet børsnotert, han blir sittende med en haug av penger samtidig som han tegner eg og bli med videre på eisersiden.
Spenned konsept etterhvert dette


#172

Pris er ikke fastsatt, det får vi nok vite i morgen tidlig.

The Offer Shares will be offered at a price determined through an accelerated book-building
process to be conducted by the Managers.

De skal imidlertid hente inn minimum 75MNOK, og så vidt jeg kan se (jeg kan ha oversett noe) har de bare fullmakt til å utstede 32 millioner aksjer. Noe som bør tilsi at kursen bør ligge rundt dagens markedskurs.


#173

2,25

http://www.netfonds.no/quotes/release.php?id=20180215.OBI.20180215S188


#174

Det gikk jo kjapt, tydeligvis stor interesse.

Får vite litt om rep. emisjonen også etter hvert i dag

A separate announcement will be made today setting out key information for the
repair issue.


#175

Jepp, men det stod også i teksten i første meldingen idag, at det var interesse for flere aksjer enn det var tilgjengelige antall


#176

http://www.newsweb.no/newsweb/search.do?messageId=444506

The conditional repair issue will be directed towards existing shareholders as of
close of trading on 15 February 2018, as recorded in the VPS on 19 February
2018, who were not allocated shares in the Private Placement

Subject to completion of the Private Placement, eligible shareholders will be granted non-transferable rights to subscribe for and, upon subscription, be allocated new shares in the Company for a total subscription amount of NOK 10 million. The subscription price in the conditional repair issue will be equal to the subscription price in the Private Placement.


#177

Skjønner ikke helt at denne aksjen er ned i dag…fremstår som svært gode nyheter for min del!?


#178

Har tatt imot noen «hunter», gode nyheter, men likevel har det vert emisjon og utvanning, Kyllijgstad m.fl tegner seg i emisjonen, og eg tror det kan bli en spennende reise


#179

Lastet opp litt mer, håper jeg fikk fin rabatt i dag.


#180

Merkelig å ville selge aksjen under emisjonskurs ?


#181

Folk er kanskje bekymret siden disse selskapene ikke har gjort det så skarpt etter oljenedturen. Men Hunter gjør bare det de har sagt de skal gjøre, nemlig utnytte denne situasjonen. Det virker som de har gjort et grundig forhåndsarbeid, og de har hatt mange alternativer før de gikk for dette.

Det passer nok veldig bra for Hunter og Dwellop at IKM har kontorer i Malaysia, Kuala Lumpur, hvor også Dwellop nå er godt representert. I april 2017 kunne vi lese at Gulf Marine Services ønsker å benytte seg av Kuala Lumpur som en inngangsportal til det asiatiske markedet.

“We plan to invest several hundred millions in US dollar, but that would depend on how many assets we deploy here. We target to deploy the first asset by the second-quarter of 2017 (2Q17),” Cook said.

GMS recently entered into a partnership with Norwegian-based Dwellop AS for well intervention and workover operations, with the Asian market as the main target.

Da har vi altså Dwellop, Valhalla Oilfield Services, GMS og nå IKM samlet i Kuala Lumpur. Her må man se framover og ikke bare se på det som er der pr. i dag.