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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
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
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.