NOT FOR DISTRIBUTION, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH THE COMMUNICATION, PUBLICATION OR DISTRIBUTION IS ILLEGAL. THIS ADVERTISEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
February 17, 2021, Hamilton, Bermuda
Reference is made to the stock exchange publication of Golden Ocean Group Limited (NASDAQ and OSE: GOGL) (Ocean of gold or the “Business) on February 17, 2021 regarding its proposed acquisition of 18 dry bulk carriers equipped with modern washers and the private placement of new shares in the Company (the “Private placement“).
The private placement was successfully completed, generating gross proceeds of NOK equivalent of USD 338 million, corresponding to approximately NOK 2,873 million (based on an exchange rate of USD / NOK 8.50, thanks to the placement of 54,207,547 new shares (the “Suggest actions“) at the subscription price of NOK 53.00 per offered share.
The private placement was largely oversubscribed. Hemen Holding Limited, a company indirectly controlled by trusts created by Mr. John Fredriksen for the benefit of his immediate family (“Now“), the Company’s largest shareholder, has been allocated 27,103,773 Offered Shares for approximately USD 169 million, and will retain a 39.07% stake in the Company following the Private Placement. In addition, Hemen Holding holds TRS agreements with an underlying exposure to 4,905,000 shares of Golden Ocean Ltd.
The award notices will be sent to investors on February 18, 2021.
The settlement of the private placement will take place on February 22, 2021 (DVP T + 2). Following the issuance of the Offered Shares, the Company will have 198,480,244 shares outstanding, each with a par value of $ 0.05.
In order to facilitate the timely delivery of the shares already listed, the delivery of the Offered Shares allocated in the Private Placement will be settled by the delivery of the existing and unencumbered shares of the Company borrowed by the Managers from Hemen. The shares delivered to the Private Placement investors (other than Hemen) will thus be tradable on the Oslo Stock Exchange immediately after their allocation. The managers will settle the loan of Hemen shares with the new shares issued under the private placement. The new shares will be registered under a separate ISIN pending the approval of a listing prospectus by the Norwegian Financial Supervisory Authority, and will not be listed or traded on the Oslo Stock Exchange as long as listing prospectus no. ‘will not have been approved, expected in early April 2021.
The Private Placement implies the elimination of the shareholders’ preferential right to subscribe to new shares. The Board considered this and is of the opinion 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 of the Private Placement and that this is also in accordance with the rules of the equal treatment set out in Euronext Oslo Standing Obligations and the Oslo Stock Exchange Guidelines on Equal Treatment Rules. The Board believes that the Private Placement enabled the Company to raise capital more quickly and at a lower discount compared to a rights issue. In addition, the Commission is of the view that, in the current market, a private placement has a greater chance of success than a rights issue. On this basis, the Board concluded that the private placement complies with these requirements. The Subsequent Offer will partially mitigate the dilutive effect of the Private Placement on the participation of existing shareholders in the Company who have not been invited to participate in the Private Placement.
The Board is proposing a subsequent offer of up to 2,710,377 new ordinary shares (the “Subsequent offer actions“) raising gross proceeds of up to approximately NOK 143.6 million at a subscription price per Subsequent Offer Share equal to the Subscription Price in the Private Placement. The Subsequent Offer will, subject to applicable securities laws , directed to existing shareholders of the Company as of February 17, 2021 (as entered in the VPS two trading days thereafter), who (i) have not been allocated any Offered Shares and (iii) have not not reside in a jurisdiction where such an offer would be or would be illegal (in jurisdictions other than Norway) require a prospectus, filing, registration or similar action.
The Subsequent Offer is conditional on (i) the completion of the Private Placement, (ii) the Extraordinary General Meeting of the Company (the “EGM“) the decision to increase the authorized share capital of the Company to the EGM and the Board deciding to issue the subsequent offering Shares, and (iii) the approval and publication of an offering prospectus approved by the Financial Supervisory Authority of Norway, which is expected to take place on or around 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 offer, depending on market conditions and the company’s considerations in force.
Arctic Securities AS and DNB Markets, part of DNB ASA, acted as global coordinators and associate bookkeepers in the private placement, and ABN AMRO in collaboration with Oddo BHF, Danske Bank A / S, Norwegian branch, Fearnley Securities AS, ING Bank NV, Nordea Bank Abp, subsidiary i Norge, Pareto Securities AS and Skandinaviska Enskilda Banken AB (publ), Oslo branch acted as associate bookkeepers (together with the global coordinators and associated bookkeepers , the “Managers“). Advokatfirmaet Wiersholm AS is acting as legal advisor to the Company in connection with the Private Placement.
For more information, please contact:
Ulrik Andersen: Managing Director, 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 to disclosure obligations in accordance with section 5-12 of the Norwegian Securities Law.
The press release is not intended for publication or distribution, in whole or in part, directly or indirectly, in or in Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United and the District of Columbia). This press release is an announcement published in accordance with legal information obligations, and is subject to disclosure obligations under section 5-12 of the Norwegian Securities Law. It is issued for informational 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 as an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of securities in the United States or to conduct a public offering of securities in the United States. No copy of this announcement is in progress and may not be distributed or sent to Australia, Canada, Japan or the United States. The issue, exercise, purchase or sale of subscription rights and the subscription or purchase of shares of the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility for any violation by any person of these restrictions. Distribution of this press release may in certain jurisdictions be restricted by law. Persons in possession of this press release should inform themselves and comply with these restrictions. Any breach of these restrictions may constitute a violation of the securities laws of such jurisdiction. The managers are acting for the company and for no one else in connection with the private placement and will not be liable 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 mentioned in this press release.
This press release and any material distributed in connection with this press release may contain certain forward-looking statements. By their very nature, forward-looking statements involve risks and uncertainties, as they reflect the Company’s current expectations and assumptions about future events and circumstances which may not prove to be correct. A number of important factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
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