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
Reference is made to the stock exchange release
by Golden Ocean Group Limited (NASDAQ and OSE: GOGL)
(“Golden Ocean” or the "Company”)
on 17 February 2021 regarding its contemplated acquisition of 18
modern scrubber fitted dry bulk vessels and the private placement
of new shares in the Company (the "Private
Placement").
The Private Placement has been successfully
placed, raising gross proceeds of the NOK equivalent of USD 338
million, corresponding to approximately NOK 2,873 million (based on
a currency exchange rate of USD/NOK 8.50, through the placing of
54,207,547 new shares (the "Offer Shares") at a
subscription price of NOK 53.00 per Offer Share.
The Private Placement was significantly
oversubscribed. 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, has been allocated 27,103,773 Offer
Shares for approximately USD 169 million, and will retain a 39.07%
ownership in the Company following the Private Placement. In
addition, Hemen Holding holds TRS agreements with underlying
exposure to 4,905,000 shares in Golden Ocean Ltd.
Notices of allocation will be distributed to the
investors on 18 February 2021.
Settlement in the Private Placement will take
place on 22 February 2021 (DVP T+2). Following issuance of the
Offer Shares, the Company will have 198,480,244 shares outstanding,
each with a par value of USD 0.05.
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 by the Managers 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 Private Placement involves the setting aside
of the shareholders’ preferential rights to subscribe for new
shares. The Board has considered this and is of the view that it
would be in the best interest of the Company and its shareholders
to deviate from the shareholders' preferential right to the new
shares in the Private Placement and that this is also in compliance
with 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 allowed 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 Subsequent
Offering will partly mitigate the dilutive effect of the Private
Placement on existing shareholders' ownership in the Company which
were not invited to participate in the Private Placement.
The Board proposes a subsequent offering of up
to 2,710,377 new ordinary shares (the "Subsequent Offering
Shares") raising gross proceeds of up to approximately NOK
143.6 million at a subscription price per Subsequent Offering
Shares equal to the Subscription Price in the Private Placement.
The Subsequent Offering will, subject to applicable securities
laws, be directed towards existing shareholders in the Company as
of 17 February 2021 (as registered in the VPS two trading days
thereafter), who (i) were not allocated Offer Shares 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.
The Subsequent Offering is conditional on (i)
completion of the Private Placement, (ii) the Company's
extraordinary general meeting (the "EGM")
resolving to increase the Company's authorized share capital at the
EGM and the Board resolving to issue the Subsequent Offering
Shares, and (iii) approval and publication of an offering
prospectus approved by the Financial Supervisory Authority of
Norway, expected to take place on or about in April 2021. Further
details of the Subsequent Offering, if approved, will be included
in the prospectus to be issued by the Company. The Board may cancel
the Subsequent Offering, depending on the prevailing market
conditions and considerations of the Company.
Arctic Securities AS and DNB Markets, a part of
DNB ASA acted as Global Coordinators and Joint Bookrunners in the
Private Placement, and ABN AMRO in collaboration with Oddo BHF,
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 acted as Joint
Bookrunners (together with the Global Coordinators and Joint
Bookrunners, the "Managers"). 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.
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