GOGL – Publication of Prospectus and start of Subscription Period in Subsequent Offering
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: email@example.com, tel: +47 21 01 30 40, web: www.arctic.com/secno
DNB Markets, DNB Bank ASA, e-mail: firstname.lastname@example.org, 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.
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.
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.