GOGL – Prospectus approved for listing of shares in Private Placement on Oslo Børs, and offer and listing of shares in Sub...
April 14 2021 - 5:30AM
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.
14 April 2021, Hamilton, Bermuda
Reference is made to the announcement on 17
February 2021 by Golden Ocean Group Limited (the
"Company”) regarding the completed private
placement raising gross proceeds of approximately USD 338 million
(approx. NOK 2,873 million) by issuance of 54,207,547 new shares in
the Company at a subscription price of NOK 53.00 per share (the
"Private Placement"), and the contemplated
subsequent offering to eligible shareholders of up to 2,710,377 new
shares raising gross proceeds of up to approximately NOK 143.6
million (the "Subsequent Offering").
A prospectus covering (i) the listing on Oslo
Børs of the 54,207,547 shares issued in the Private Placement (the
"Private Placement Shares") and (ii) the offer and
listing on Oslo Børs of any new shares issued in the Subsequent
Offering has today been approved by the Financial Supervisory
Authority of Norway (the "Prospectus").
Subject to certain limitations in applicable
local securities law, the Prospectus, together with the
subscription form for the Subsequent Offering, will be made
available at the following websites before commencement of the
subscription period in the Subsequent Offering at 09:00 hours
(CEST) on 15 April 2021, https://goldenocean.bm/prospectus,
https://www.arctic.com/secno/en/offerings and
https://www.dnb.no/emisjoner. Printed versions of the Prospectus,
including the subscription form, may also be obtained by contacting
Arctic Securities AS and DNB Markets, a part of DNB Bank ASA (the
"Managers") or the Company.
The Subscription Period in the Subsequent
Offering commences at 09:00 hours (CEST) on 15 April 2021 and
expires on 26 April 2021 at 16:30 hours (CEST). The Offer Shares
will only be offered and sold outside the United States in reliance
on Regulation S under the U.S. Securities Act. The Subsequent
Offering is directed towards eligible shareholders, being holders
of beneficial interests for shares in the Company
("Shares") as of the end of 17 February 2021, as
registered in the Norwegian Central Securities Depository (the VPS)
on the Record Date (19 February 2021) who (i) were not allocated
Shares in the 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 ("Eligible
Shareholders"). Eligible Shareholders will, based on their
registered holding of Shares in the VPS at the end of the record
date, be granted non-transferable subscription rights which,
subject to applicable laws, give the right to subscribe for and be
allocated offer shares in the Subsequent Offering. Oversubscription
in the Subsequent Offering by Eligible Shareholders will be
permitted. Subscription without subscription rights will not be
allowed.
Pending publication of the Prospectus, the
54,207,547 Private Placement Shares have been placed on a separate
ISIN from the Company's other shares. Upon publication of the
Prospectus and the expiry of the 40 day distribution compliance
period under Regulation S of the U.S. Securities Act, the Private
Placement Shares will be transferred to the same ISIN as the
Company's ordinary shares (BMG396372051) and will be listed and
admitted to trading on Oslo Børs and NASDAQ together with the
Company's other shares. Thus, the first day of trading of the
Private Placement Shares will be on 15 April 2021.
Arctic Securities AS and DNB Markets, a part of
DNB Bank ASA, are acting as Managers for the Subsequent
Offering.
Advokatfirmaet Wiersholm AS is acting as the
Company's legal advisor. Seward & Kissel LLP has been acting as
the Company's legal counsel as to U.S. law and MJM Limited has been
acting as the Company's legal counsel as to Bermuda law.
For information about the Subsequent Offering,
please contact the Managers:Arctic Securities AS, e-mail:
subscription@arctic.com, tel: +47 21 01 30 40, web:
www.arctic.com/secnoDNB Markets, DNB Bank ASA, e-mail:
retail@dnb.no, tel: +47 23 26 80 20, web: www.dnb.no/emisjoner
This information is subject to 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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