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.
15 April 2021, Hamilton, Bermuda
Reference is made to the announcement by Golden
Ocean Group Limited (the "Company”) on 14 April
2021 regarding the approval of a prospectus by the Financial
Supervisory Authority of Norway (the "Prospectus")
covering (i) the listing on Oslo Børs of 54,207,547 new ordinary
shares in the Company (the "Private Placement
Shares") issued in a private placement completed on 17
February 2021 raising gross proceeds of USD 338 million (approx.
NOK 2,873 million) (the "Private Placement"), and
(ii) the offering and listing to eligible shareholders of up to
2,710,377 new ordinary shares in the Company in a subsequent
offering (the "Subsequent Offering").
The subscription period in the Subsequent
Offering will commence today, 15 April 2021, at 09:00 hours CEST
and ends on 26 April 2021 at 16:30 hours CEST (the
"Subscription Period").
The Subsequent Offering comprises an offer by
the Company to raise an amount of up to NOK 143.6 million in gross
proceeds by issuing up to 2,710,377 new shares, each with a nominal
value of USD 0.05, at a subscription price of USD 53.00 per Offer
Share (the "Offer Shares").
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, subject to
applicable securities laws, directed towards eligible holders of
beneficial interests for shares in the Company
("Shares") as of the end of 17 February 2021, as
registered in the VPS (as defined below) on the 19 February 2021
(the "Record Date") 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 receive
non-transferable subscription rights (the "Subscription
Rights") based on their registered shareholding in the
Norwegian Central Securities Depository Register
("VPS") as of the Record Date, giving the right to
subscribe for and be allocated shares in the Subsequent Offering.
Each Eligible Shareholder will, subject to applicable law, be
granted 0.04440 Subscription Rights for each share in the Company
registered as held by such Eligible Shareholder as of the end of
the Record Date, rounded down to the nearest whole Subscription
Right. Each Subscription Right will give the right to subscribe for
one (1) Offer Share. Oversubscription in the Subsequent Offering by
Eligible Shareholders will be permitted. Subscription without
Subscription Rights will not be allowed. Eligible Shareholders
holding shares through a financial intermediary as of expiry of the
Record Date should contact the financial intermediary in order to
receive information with respect to the Subsequent Offering. Note
that the deadline for doing so might be earlier than 16:30 hours
(CEST) on 26 April 2021.
The Subscription Rights are expected to have an
economic value if the Company's shares trade above the Subscription
Price during the Subscription Period. Subscription Rights that are
not used to subscribe for Offer Shares before the end of the
Subscription Period will have no value and will lapse without
compensation to the holder.
The payment date for the Offer Shares is on or
about 29 April 2021. All Offer Shares will be subject to admission
to trading on Oslo Børs under the same ticker code as the Company's
other Shares (GOGL) as soon as practically possible after issuance,
expected to take place on or about 5 May 2021. The Offer Shares
will be freely tradable on NASDAQ after expiry of the 40 day U.S.
resale restriction period.
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.
The Prospectus will, subject to certain
limitations in applicable local securities law, be available today
at https://goldenocean.bm/prospectus,
https://www.arctic.com/secno/en/offerings and
https://www.dnb.no/emisjoner. Hard copies of the Prospectus,
including the subscription form, will be available at the Company's
Norwegian offices or by contacting Arctic Securities AS and DNB
Markets, a part of DNB Bank ASA (the
"Managers").
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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