NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
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 this announcement.
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 Private Placement.
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.
For further information, please contact:
Vegard Urnes, interim CEO, +47 90 58 54 32, [email protected]
Ola Beinnes Fosse, CFO, +47 97 53 12 27, [email protected]roup.no
This information is subject to disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
This press release is for information purposes only and shall not constitute or be construed as an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Copies of this announcement are not being made and may not be distributed or sent into the Australia, Canada, Japan, the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act, or any state securities laws, and will be sold within the United States only to qualified institutional buyers (“QIB“), as defined in Rule 144A under the U.S. Securities Act (“Rule 144A“), through affiliates of the Managers, in reliance upon the exemption from the registration requirements provided by section 4(2) of the U.S. Securities Act Rule 144A, and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act. The securities to be offered will be subject to certain restrictions on transfer.
Certain statements contained herein that are not statements of historical fact, may constitute forward looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results or events concerning the Company to be materially different from the historical results or from any future results expressed or implied by such forward looking statements. None of the Company, the Managers or any of their affiliates or advisors provide any assurance that the assumptions underlying such forward-looking statements are free from errors nor do any of them accept any responsibility for the future accuracy of the opinions expressed in this press release or the actual occurrence of the forecasted developments. Except as may be required by applicable law or stock exchange regulation, neither the Company nor the Managers, or any of their affiliates or advisors, assume any obligation to update any forward-looking statements or to confirm these forward-looking statements to actual results.