Hunter Group ASA – Approval and publication of prospectus, and listing of shares

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.

Hunter Group ASA (the “Company”) refers to the stock exchange notices in connection with:

(a) the private placement of 14,333,333 new shares, each at a subscription price of NOK 1.50, raising gross proceeds of NOK 21.5 million (the “December Private Placement”); (b) the private placement of 70,857,143 new shares, each at a subscription price of NOK 1.75, raising gross proceeds of USD 12 million (the “January Private Placement”, and together with the December Private Placement, collectively the “Private Placements”); (c) the subsequent offering of 6,666,666 new shares, each at an offer price of NOK 1.50, directed to eligible shareholders (the “NOK 1.50 Offering”); and (d) the subsequent offering of 14,200,000 new shares, each at an offer price of NOK 1.75, directed to eligible shareholders (the “NOK 1.75 Offering”, and together with the NOK 1.50 Offering, collectively the “Subsequent Offerings”). 

Today, on 14 February 2024, the Financial Supervisory Authority of Norway (the “NFSA”) approved a prospectus for the listing of the shares recorded on the separate interim ISIN in connection with the Private Placements, and for the offering and listing of the new shares in the Subsequent Offerings.

Following approval and publication of the prospectus, the 79,690,476 shares, currently recorded on a separate ISIN, will be tradable and listed on Euronext Expand Oslo. Consequently, the Company will have a total of 113,958,577 freely tradable shares outstanding.

The prospectus will, subject to regulatory restrictions in certain jurisdictions, be available at www.dnb.no/emisjoner and https://transaksjoner.fearnleysecurities.com. The prospectus contains the complete terms and conditions of the Subsequent Offerings.

*** The NOK 1.50 Offering ***

The NOK 1.50 Offering will, subject to regulatory restrictions in certain jurisdictions, be made available to shareholders as of 30 November 2023, as registered in the Company’s register of shareholders with Euronext Securities Oslo (VPS) on 4 December 2023.

Eligible Shareholders will be granted 0.235 subscription rights for each share held rounded down to the nearest whole subscription right, each giving the right to subscribe for one share in the Company.

The subscription period is expected to commence on 16 February 2024. The subscription period will last for two weeks. Oversubscription is permitted, and subscribing shareholders will receive a minimum allocation of their pro-rata shareholding.

*** The NOK 1.75 Offering ***

The NOK 1.75 Offering will, subject to regulatory restrictions in certain jurisdictions, be made available to shareholders as of 10 January 2024, as registered in the Company’s register of shareholders with Euronext Securities Oslo (VPS) on 12 January 2024.

Eligible Shareholders will be granted 0.46341 subscription rights for each share held rounded down to the nearest whole subscription right, each giving the right to subscribe for one share in the Company.

The subscription period is expected to commence on 19 February 2024. The subscription period will last for two weeks. Oversubscription is permitted, and subscribing shareholders will receive a minimum allocation of their pro-rata shareholding.

DNB Markets, a part of DNB Bank ASA and Fearnley Securities AS (collectively, the “Managers”) act as Joint Bookrunners in connection with the Private Placements and the Subsequent Offerings. Ro Sommernes Advokatfirma DA acts as legal advisor to the Company in connection with the Private Placements and the Subsequent Offerings.

Contact:

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

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

This stock exchange announcement is made pursuant to section 5-12 of the Norwegian Securities Trading Act.

Forward looking statements: This announcement includes forward-looking statements, relating inter alia to non-historical statements, and the Subsequent Offerings. 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.