Hunter Group ASA – Contemplated Private Placement of USD 12 million

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”) announces a contemplated private placement of up to the NOK equivalent to USD 12 million by issue of new shares (the “Offer Shares”) in the Company (the “Private Placement”). The subscription price per Offer Share (the «Offer Price») and the final number of Offer Shares to be issued in the Private Placement will be set by the Company’s board of directors (the «Board») based on an accelerated bookbuilding process conducted by the Managers (as defined below).

The Company has 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”).

Certain existing shareholders and new investors, including Surfside Holding AS (controlled by Morten E. Astrup, chairman of the Company), B.O. Steen Shipping AS, and Apollo Asset Limited, have provided indications of subscriptions covering the full deal size.

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 today at USD 51,000 per day.

The Company took delivery of a VLCC on December 1 2023, following a similar transaction. The index-linked TC result for December 2023 was approximately USD 54,200 per day.

The order book for VLCCs is at the lowest level seen in more than 30 years. A substantial portion of the fleet is approaching retirement age. Oil demand is at record high levels and growing. Analysts expect scrubber-eco VLCC rates to average more than USD 80,000 per day for the next three years. Newbuilding and resale prices support the case for higher rates going forward. Yet, the three-year time-charter rate is currently below the 20-year average spot rate of approximately USD 42,000 per day for a benchmark vessel. The equivalent rate for a scrubber-eco VLCC is approx. USD 58,800 per day, adjusting for avg. scrubber-eco savings since IMO 2020. Using the current eco-scrubber saving translates the number to approx. USD 60,100 per day. The rationale behind the Opportunities is to capitalize on the dislocation between time-charter rates, ship values and the expected strong rate environment over the next three years.

The bookbuilding period in the Private Placement (the «Bookbuilding Period») commences today on 10 January 2024 at 16:30 (CET) and closes on 11 January 2024 at 08:00 hours (CET). The Company may, in its own discretion, extend or shorten the Bookbuilding Period at any time and for any reason. If the Bookbuilding Period is extended or shortened, any other dates referred to herein may be amended accordingly.

The Private Placement will be directed towards selected Norwegian and international investors (a) outside the United States, subject to applicable exemptions from any prospectus and registration requirements and in reliance on Regulation S. under the U.S, Securities Act 1933, as amended (the «Securities Act»), and (b) to investors in the United States who are QIBs as defined in Rule 144A under the Securities Act, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions, including the EU Prospectus Regulation (Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the «Prospectus Regulation», and subject to other selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000 per investor. The Company may, however, at its sole discretion, allocate Offer Shares for an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act, the Prospectus Regulation and ancillary regulations are available. Further selling restrictions and transaction terms will apply.

The conditional allocation of Offer Shares will be determined following the Bookbuilding Period, and the final allocation will be made at the sole discretion of the Board (in consultation with the Managers), based on the allocation criteria as outlines in the term sheet for the Private Placement.

Notification of conditional allocation expected to be sent to the applicants by the Managers on or about 11 January 2024, subject to any shortenings or extensions of the Bookbuilding Period.

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, though 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 completion of the Private Placement is subject to (i) the Board resolving to complete the Private Placement, at its sole discretion, (ii) 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 (iii) 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 reserves the right to cancel, and/or modify the terms of, the Private Placement at any time and for any reason prior to the Conditions having been met. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation. 

Applicants being conditionally allocated Offer Shares in the Private Placement, and who hold shares in the Company as of the date of the EGM, undertake to vote at the EGM in favour of, or give a voting proxy to be used in favour of, the share capital increase and issuance of the Offer Shares, as well as the possible share capital increase and issuance of shares in a Subsequent Offering (as defined below) if so proposed by the Board.

The Private Placement, if completed, 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 Opportunities in a more certain and expedient manner in the current volatile capital markets. The Opportunities is 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. It has also been taken into consideration that the Private Placement is based on a publicly announced accelerated bookbuilding process.

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 repair offering (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 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 (the “Managers”). 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.

Contact:

Erik A.S. Frydendal, CEO, [email protected], Ph.: +47 957 72 947

Lars M. Brynildsrud, CFO, [email protected], Ph.: +47 932 60 882

Forward looking statements: This announcement includes forward-looking statements, relating inter alia to the Charterparties, 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.