Hunter Group ASA – NOK 1.50 Offering: commencement of subscription period

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, 16 February 2024

Hunter Group ASA (the ”Company”, ticker: HUNT) refers to the stock exchange notices in connection with 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, completed in December 2023 (the “December Private Placement”), and the subsequent offering of up to 6,666,666 new shares, each at an offer price of NOK 1.50 corresponding to the subscription price in the December Private Placement (the “NOK 1.50 Offering”).  

The subscription period in the NOK 1.50 Offering commences today on 16 February 2024 at 09:00 hours (CET) and expires on 1 March 2024 at 16:30 hours (CET). 

The NOK 1.50 Offering will 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, who (i) were not allocated shares in the December 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”).

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. Oversubscription will be allowed. Subscription without subscription rights will not be allowed. Allocation is expected to be completed on 4 March 2024 from 10:00 hours (CET).

Completion of the NOK 1.50 Offering is subject to the Company’s board of directors not resolving to cancel the NOK 1.50 Offering.  

Please see the prospectus for the complete terms and conditions of the NOK 1.50 Offering. The prospectus including a subscription form is, subject to regulatory restrictions in certain jurisdictions, electronically available at www.dnb.no/emisjoner and https://transaksjoner.fearnleysecurities.com.

DNB Markets, a part of DNB Bank ASA and Fearnley Securities AS (collectively, the «Managers») act as Joint Bookrunners in connection with the NOK 1.50 Offering. Ro Sommernes Advokatfirma DA acts as legal advisor to the Company in connection with the NOK 1.50 Offering.

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.

Important notices:

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws.

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

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.