NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 10 January 2024
Hunter Group ASA (the “Company”) refers to the stock exchange release of 10 January 2024 regarding a contemplated private placement of up to the NOK equivalent to USD 12 million. The Company hereby announces that it has raised NOK 124 million in gross proceeds through a private placement of 70,857,143 new shares (the "New Shares"), each at a subscription price per share of NOK 1.75 (the "Offer Price") (the "Private Placement"). The Private Placement attractated significant investor interest, and was more than two times oversubscribed.
The Company had appointed DNB Markets, a part of DNB Bank ASA (“DNB Markets”) and Fearnley Securities AS as Joint Bookrunners in connection with the Private Placement (the “Managers”).
The Company intends to use the net proceeds from the Private Placement to strengthen the working capital in connection with two three-year back-to-back charterparties on eco-design and scrubber fitted Very Large Crude Carriers ("VLCC"), one of which was placed on subjects on 10 January 2024 at USD 51,000 per day.
Notification of conditional allocation expected to be sent to the applicants by the Managers on or about 11 January 2024.
The completion of the Private Placement is subject to (i) an extraordinary general meeting (the “EGM”) of the Company resolving the share capital increases pertaining to the issuance of the Offer Shares and authorizing the Board to resolve any Subsequent Offering (as defined and described below) expected on or about 2 February 2024, and (ii) the registration of the Private Placement in the Norwegian Register of Business Enterprises, and the issuance of the Offer Shares in Euronext Securities Oslo (VPS) having taken place (collectively, the “Conditions”).
The Company's share capital following the Private Placement will be NOK 4,357,410.87, divided into 113,958,577 shares, each with a par value of NOK 0.038 (rounded) per share.
The Offer Shares allocated in the Private Placement are expected to be settled on a delivery versus payment ("DVP") basis, for all investors except certain existing shareholders, through a pre-funding agreement to be entered into between the Company and the Managers, on or about 5 February 2024, following satisfaction of the Conditions.
The Offer Shares will be delivered on a separate, temporary ISIN pending approval of a prospectus by the Norwegian Financial Supervisory Authority and will not be listed or tradable on Euronext Expand Oslo before the prospectus is published (expected on or about 12 February 2024).
The Private Placement represents a deviation from the shareholders’ pre-emptive right to subscribe for the Offer Shares. The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange, and guidelines on the rule of equal treatment from Oslo Stock Exchange and the Financial Supervisory Authority of Norway, at the latest the thematic review published on 19 December 2023, and deems that the proposed Private Placement is in compliance with these obligations. The Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, in particularly considering the current market conditions and to secure the financing of the charterparties in a more certain and expedient manner in the current volatile capital markets. The charterparties are deemed beneficial to the interest of the Company and its shareholders and would not be obtainable by structures with longer lead time for the financing such as a rights offering. By structuring the equity raise as a private placement, the Company is expected to raise equity with a lower discount to the current trading price, at a lower cost and with a significantly reduced completion risk compared to a rights issue. All existing shareholders that subscribed in the Private Placement were treated equally. The Board has also taken into consideration that the Private Placement is based on a publicly announced accelerated bookbuilding process, and that the Board intends to conduct a subsequent offering.
Subject to, inter alia, completion of the Private Placement and approval by the EGM, approval and publication of a prospectus and prevailing market price of the Company's shares being higher than the Offer Price as determined by the Board, the Board intends to conduct a subsequent offering of 14,200,000 new shares at the Offer Price (the “Subsequent Offering”). A Subsequent Offering shall, if made, and on the basis of the prospectus, be directed towards existing shareholders in the Company as of 10 January 2024, as registered in the Company’s register of shareholders with Euronext Securities Oslo (VPS) on 12 January 2024, and who (i) were not allocated Offer Shares in the Private Placement, and (ii) 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 (the "Eligible Shareholders"). The Eligible Shareholders are expected to be granted non-tradable subscription rights. Oversubscription will be allowed. Subscription without subscription rights will not be allowed. The subscription period in a Subsequent Offering is expected to commence shortly after publication of the prospectus. The Company will issue a separate stock exchange notice with further details on the Subsequent Offering. The Company reserves the right in its sole discretion to not conduct or to cancel the Subsequent Offering.
DNB Markets, a part of DNB Bank ASA and Fearnley Securities AS act as Joint Bookrunners in connection with the Private Placement. Ro Sommernes advokatfirma DA acts as legal advisor to the Company in connection with the Private Placement.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock exchange notice was published by Lars M. Brynildsrud, CFO, on the date and time as set out in the release.
Erik A.S. Frydendal, CEO, email@example.com, Ph.: +47 957 72 947
Lars M. Brynildsrud, CFO, firstname.lastname@example.org, Ph.: +47 932 60 882
Forward looking statements: This announcement includes forward-looking statements, relating inter alia to the charterparties, financing, VLCC rates, prices, and values, the Private Placement, the Offer Shares, the conditions to the Private Placement, the use of proceeds therefrom and other non-historical statements, and the proposed Subsequent 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.
Disclaimer: 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.