NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA 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.
17 February 2021, Hamilton, Bermuda
Golden Ocean Group Limited (NASDAQ and OSE:
GOGL) (“Golden Ocean” or the
"Company”) is contemplating to enter into a
transaction (the "Transaction") for the
acquisition of 18 modern scrubber fitted dry bulk vessels
consisting of 10x Newcastlemaxes built 2019-21 and 8x Kamsarmaxes
built 2020-21 (the "Vessels") from affiliates of
Hemen Holding Limited, a company indirectly controlled by trusts
established by Mr. John Fredriksen for the benefit of his immediate
family ("Hemen"), the Company's largest
shareholder. The Transaction will add significant scale to Golden
Ocean’s operating fleet, contribute to reducing cash breakeven
levels and is in line with the Company's fleet renewal
strategy.
The total consideration payable for the Vessels
is approximately USD 752 million (the
"Transaction"). The completion of the Transaction
is subject to completion of the Private Placement (as defined
below).
Affiliates of Hemen has agreed to provide a loan
facility of USD 414 million, corresponding to 55% of the purchase
price, in order to give the Company time and flexibility to arrange
long term financing for the vessels. The loan facility is
contemplated to be refinanced on favorable terms in the
international debt market after completion of the Transaction.
In connection with the Transaction, the Company
is contemplating a private placement to raise gross proceeds of
approximately USD 338 million through the issuance of new ordinary
shares in the Company (the "Private Placement").
The subscription price for the offer shares will be determined by
the Board of Directors of the Company based on an accelerated
bookbuilding process.
The net proceeds from the Private Placement will
be used to finance the cash portion of the consideration in the
Transaction, in addition to working capital and general corporate
purposes.
Hemen has pre-committed to subscribe for, and
will be allocated, 50% of the Private Placement, equivalent to USD
169 million.
The Company has engaged Arctic Securities AS and
DNB Markets, a part of DNB ASA as Global Coordinators and Joint
Bookrunners as managers in the Private Placement, and ABN AMRO Bank
N.V., Danske Bank A/S, Norwegian branch, Fearnley Securities AS,
ING Bank N.V., Nordea Bank Abp, filial i Norge, Pareto Securities
AS and Skandinaviska Enskilda Banken AB (publ), Oslo Branch has
been engaged as Joint Bookrunners (together with the Global
Coordinators and Joint Bookrunners, the
"Managers"). The Private Placement is directed
towards investors subject to, and in compliance with, applicable
exemptions from relevant prospectus or registration
requirements.
Q4 financial trading
update:
• Net
income of $25.4 million and earnings per share of $0.18 for the
fourth quarter of 2020 compared with $39.1 million and $0.27 per
share for the third quarter of 2020.
•
Adjusted EBITDA of $59.3 million for the fourth quarter of 2020,
compared with $76.7 million for the third quarter of 2020.
•
Strengthened balance sheet with cash and equivalents of $175.1
million
• The
Board of Directors remains committed to returning value to its
shareholders through dividends. While the amount and timing of any
future dividend payments will be based on both the Company’s
results, investment opportunities and the prevailing market
conditions, it is the Company’s intent to distribute a significant
portion of its earnings in line with the Company’s current strong
market expectations.
The private placement:
The Private Placement comprises up to a number
of ordinary shares in the Company to raise gross proceeds of
approximately USD 338 million.
The bookbuilding period for the Private
Placement will commence today, 17 February 2021 at 16:30 hours CET
and will close on 18 February 2021 at 08:00 hours CET. The Company
reserves the right to at any time and in its sole discretion
resolve to close or to extend the application period or to cancel
the Private Placement in its entirety. The minimum order size and
allocation in the Private Placement will be the NOK equivalent of
EUR 100,000, provided that the Company may, at its sole discretion,
offer and allocate an amount below EUR 100,000, pursuant to any
applicable exemptions from the prospectus requirement being
available.
Allocation of Offer Shares will be made at the
sole discretion of the Board in consultation with the Managers
shortly after the end of the bookbuilding period.
Completion of the Private Placement is subject
to the necessary corporate resolutions in the Company being made,
including the approval by the Board of Directors to complete the
Private Placement and issue the Offer Shares. The Private Placement
will be cancelled if the conditions are not fulfilled, and may be
cancelled by the Company in its sole discretion for any other
reason.
In order to facilitate timely delivery of
already listed shares, delivery of the Offer Shares allocated in
the Private Placement will be settled by delivery of existing and
unencumbered shares in the Company borrowed from Hemen. The shares
delivered to investors in the Private Placement (other than Hemen)
will thus be tradable on the Oslo Stock Exchange immediately after
allocation. The Managers will settle the share loan from Hemen with
the new shares issued in the Private Placement. The new shares will
be registered under a separate ISIN pending approval of a listing
prospectus by the Financial Supervisory Authority of Norway, and
will not be listed or tradable on the Oslo Stock Exchange until the
listing prospectus is approved, expected early April 2021.
The Company will announce the result of the
Private Placement, the number of Offer Shares allocated and the
subscription price for the Offer Shares in the Private Placement
through an announcement expected to be published before opening of
trading on Oslo Børs on 18 February 2021.
The contemplated Private Placement involves the
setting aside of the shareholders’ preferential rights to subscribe
for new shares. The Board has considered the Private Placement in
light of the rules of equal treatment set out in the Euronext Oslo
Continuing Obligations and the Oslo Stock Exchange's guidelines on
the rules on equal treatment. The Board is of the opinion that the
Private Placement will allow for the Company to raise capital more
quickly and, at a lower discount compared to a rights issue.
Furthermore, the Board is of the opinion that, in the current
market, a private placement has a larger possibility of success
compared to a rights issue. On this basis, the Board has concluded
that the Private Placement is in compliance with these
requirements.
The Company may, subject to completion of the
Private Placement, and certain other conditions, resolve to carry
out a subsequent offering of new shares which, subject to
applicable securities law, will be directed towards existing
shareholders in the Company as of 20 January 2021 (as
registered in the VPS two trading days thereafter), who (i) were
not included in the pre-sounding phase of the Private Placement,
(ii) were not allocated Offer Shares in the Private Placement, and
(iii) 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.
Advokatfirmaet Wiersholm AS is acting as legal
advisor to the Company in connection with the Private
Placement.
For further queries, please contact:
Ulrik Andersen: Chief Executive Officer, Golden
Ocean Management AS
+47 22 01 73 53
Peder Simonsen: Chief Financial Officer, Golden
Ocean Management AS
+47 22 01 73 45
This information is subject of the disclosure
requirements pursuant to section 5-12 of the Norwegian Securities
Trading Act.
Important information:
The release is not for publication or
distribution, in whole or in part directly or indirectly, in or
into Australia, Canada, Japan or the United States (including its
territories and possessions, any state of the United States and the
District of Columbia). This release is an announcement issued
pursuant to legal information obligations, and is subject of the
disclosure requirements pursuant to section 5-12 of the Norwegian
Securities Trading Act. It is issued for information purposes only,
and does not constitute or form part of any offer or solicitation
to purchase or subscribe for securities, in the United States or in
any other jurisdiction. The securities mentioned herein have not
been, and will not be, registered under the United States
Securities Act of 1933, as amended (the "US Securities Act"). The
securities may not be offered or sold in the United States except
pursuant to an exemption from the registration requirements of the
US Securities Act. The Company does not intend to register any
portion of the offering of the securities in the United States or
to conduct a public offering of the securities in the United
States. Copies of this announcement are not being made and may not
be distributed or sent into Australia, Canada, Japan or the United
States. The issue, exercise, purchase or sale of subscription
rights and the subscription or purchase of shares in the Company
are subject to specific legal or regulatory restrictions in certain
jurisdictions. Neither the Company nor the Managers assumes any
responsibility in the event there is a violation by any person of
such restrictions. The distribution of this release may in certain
jurisdictions be restricted by law. Persons into whose possession
this release comes should inform themselves about and observe any
such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction. The Managers are acting for the Company and no one
else in connection with the Private Placement and will not be
responsible to anyone other than the Company providing the
protections afforded to their respective clients or for providing
advice in relation to the Private Placement and/or any other matter
referred to in this release.
Forward-looking statements:
This release and any materials distributed in
connection with this release may contain certain forward-looking
statements. By their nature, forward-looking statements involve
risk and uncertainty because they reflect the Company's current
expectations and assumptions as to future events and circumstances
that may not prove accurate. A number of material factors could
cause actual results and developments to differ materially from
those expressed or implied by these forward-looking statements.
Company Presentation attached
- Golden Ocean Group Limited - Investor Presentation
Golden Ocean (NASDAQ:GOGL)
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