GOGL – Announcement of commencement of equity offering


GOGL – Announcement of commencement of equity offering

Golden Ocean Group Limited (NASDAQ and OSE: GOGL) (“Golden Ocean” or the “Company“) today announced that it has commenced an equity offering (the “Offering“) for issue of new common shares (the “New Shares“) of the Company for gross proceeds of approximately USD 66 million. In addition to the Offering, the Company expects to issue additional new common shares with an estimated value of USD 34 million, at a per-share price equal to the offer price in the Offering, to Hemen Holding Limited, a Company indirectly controlled by trusts established by Mr John Fredriksen for the benefit of his immediate family (“Hemen“) as partial consideration for two modern Capesize vessels to be acquired from affiliated companies of Hemen, as previously announced (the “Equity in-kind Contribution“). The Offering and the Equity in-kind Contribution are expected to result in approximately USD 100 million of aggregate gross equity proceeds to the Company. The Company has engaged DNB Markets Inc., Arctic Securities LLC and Seaport Global Securities LLC (the “Placement Agents”) as placement agents in connection with the Offering.

The Offering will be directed towards institutional investors subject to applicable exemptions from European prospectus requirements. The minimum application and allocation amount has been set to the USD equivalent of EUR 100,000, provided that the Company reserves the right to, at its sole discretion, allocate lower amounts to investors to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.

The Company intends to use a portion of the net proceeds of the Offering for payment of the cash portion payable for the vessels to be acquired from affiliated companies of Hemen, as announced today, and to use the balance for general corporate purposes.

The purchase price and number of New Shares issued in the Offering will be determined through an accelerated bookbuilding process. The bookbuilding period will start on October 16, 2017 at 4:00 pm New York time (10:00 pm Oslo time) and is expected to end on October 17, 2017 at 2:00 am New York time (08:00 am Oslo time). The Company reserves the right to close or extend the bookbuilding period at any time in its sole discretion, at short notice.

The Placement Agents have prior to the launch of the Offering received significant indications of interest from investors to subscribe in the Offering for an amount well exceeding the transaction size.

The allocation of the New Shares will be made at the sole discretion of the Company in consultation with the Placement Agents, on or about October 17, 2017, subject to any shortening or extension of the bookbuilding period.

The New Shares allocated in the Offering are expected to be delivered against payment on or about October 19, 2017. The New Shares will commence to trade under the Company’s ordinary trading symbol “GOGL” on NASDAQ on or about October 17, 2017, and can be traded on the Oslo Stock Exchange from on or about October 19, 2017 (expected from US markets open) subject to investors having made necessary arrangements to transfer shares from the Depository Trust Company in the US to the Norwegian Central Securities Depository (the VPS).

Important Information for Investors and Shareholders

The Offering will be made only by means of an application agreement, a term sheet and a prospectus supplement and accompanying base prospectus. A prospectus supplement related to the offering has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and is available on the SEC’s website located at www.sec.gov.  Copies of the prospectus supplement and the accompanying base prospectus relating to the Offering may be obtained from contacting DNB Markets Inc. at 200 Park Ave, Floor 31, New York, NY 10166, telephone: +1 212 681 3800. This offering will be made pursuant to the Company’s existing shelf registration statement on Form F-3 (Registration No. 333-211365) previously filed with the SEC and declared effective.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities, in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The Board of Directors
Golden Ocean Group Limited

Contact Persons:
Birgitte Ringstad Vartdal, CEO, Golden Ocean Management AS
+47 22 01 73 53

Per Heiberg, CFO, Golden Ocean Management AS
+47 22 01 73 45

Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements, which include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. Words such as “believe”, “anticipate”, “intends”, “estimate”, “forecast”, “project”, “plan”, “potential”, “may”, “should”, “expect”, “pending” and similar expressions identify forward-looking statements.

The forward-looking statements in this press release are based upon various assumptions.  Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. The information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.

In addition to these important factors and matters discussed elsewhere herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies, fluctuations in currencies and interest rates, general market conditions, including fluctuations in charter hire rates and vessel values, changes in demand in the dry bulk market, changes in our operating expenses, including bunker prices, drydocking and insurance costs, the market for our  vessels, availability of financing and refinancing, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents, political events or acts by terrorists, and other important factors described from time to time in the reports filed by the Company with the Securities and Exchange Commission.

This information is subject to the disclosure requirements of section 5-12 of the Norwegian Securities Trading Act..