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.
17 February 2021, Hamilton, Bermuda
Reference is made to the stock exchange release by Golden Ocean Group Limited (NASDAQ and OSE: GOGL) (" Golden Ocean" or the " Company") on 17 February 2021 regarding its contemplated acquisition of 18 modern scrubber fitted dry bulk vessels and the private placement of new shares in the Company (the " Private Placement").
The Private Placement has been successfully placed, raising gross proceeds of the NOK equivalent of USD 338 million, corresponding to approximately NOK 2,873 million (based on a currency exchange rate of USD/NOK 8.50, through the placing of 54,207,547 new shares (the " Offer Shares") at a subscription price of NOK 53.00 per Offer Share.
The Private Placement was significantly oversubscribed. Hemen Holding Limited, a company indirectly controlled by trusts established by Mr. John Fredriksen for the benefit of his immediate family (" Hemen"), the Company's largest shareholder, has been allocated 27,103,773 Offer Shares for approximately USD 169 million, and will retain a 39.07% ownership in the Company following the Private Placement. In addition, Hemen Holding holds TRS agreements with underlying exposure to 4,905,000 shares in Golden Ocean Ltd.
Notices of allocation will be distributed to the investors on 18 February 2021.
Settlement in the Private Placement will take place on 22 February 2021 (DVP T+2). Following issuance of the Offer Shares, the Company will have 198,480,244 shares outstanding, each with a par value of USD 0.05.
In order to facilitate timely delivery of already listed shares, delivery of the Offer Shares allocated in the Private Placement will be settled by delivery of existing and unencumbered shares in the Company borrowed by the Managers from Hemen. The shares delivered to investors in the Private Placement (other than Hemen) will thus be tradable on the Oslo Stock Exchange immediately after allocation. The Managers will settle the share loan from Hemen with the new shares issued in the Private Placement. The new shares will be registered under a separate ISIN pending approval of a listing prospectus by the Financial Supervisory Authority of Norway, and will not be listed or tradable on the Oslo Stock Exchange until the listing prospectus is approved, expected early April 2021.
The Private Placement involves the setting aside of the shareholders' preferential rights to subscribe for new shares. The Board has considered this and is of the view 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 in the Private Placement and that this is also in compliance with the rules of equal treatment set out in the Euronext Oslo Continuing Obligations and the Oslo Stock Exchange's guidelines on the rules on equal treatment. The Board is of the opinion that the Private Placement allowed the Company to raise capital more quickly and, at a lower discount compared to a rights issue. Furthermore, the Board is of the opinion that, in the current market, a private placement has a larger possibility of success compared to a rights issue. On this basis, the Board has concluded that the Private Placement is in compliance with these requirements. The Subsequent Offering will partly mitigate the dilutive effect of the Private Placement on existing shareholders' ownership in the Company which were not invited to participate in the Private Placement.
The Board proposes a subsequent offering of up to 2,710,377 new ordinary shares (the " Subsequent Offering Shares") raising gross proceeds of up to approximately NOK 143.6 million at a subscription price per Subsequent Offering Shares equal to the Subscription Price in the Private Placement. The Subsequent Offering will, subject to applicable securities laws, be directed towards existing shareholders in the Company as of 17 February 2021 (as registered in the VPS two trading days thereafter), who (i) were not allocated Offer Shares and (iii) 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.
The Subsequent Offering is conditional on (i) completion of the Private Placement, (ii) the Company's extraordinary general meeting (the " EGM") resolving to increase the Company's authorized share capital at the EGM and the Board resolving to issue the Subsequent Offering Shares, and (iii) approval and publication of an offering prospectus approved by the Financial Supervisory Authority of Norway, expected to take place on or about in 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 Offering, depending on the prevailing market conditions and considerations of the Company.
Arctic Securities AS and DNB Markets, a part of DNB ASA acted as Global Coordinators and Joint Bookrunners in the Private Placement, and ABN AMRO in collaboration with Oddo BHF, Danske Bank A/S, Norwegian branch, Fearnley Securities AS, ING Bank N.V., Nordea Bank Abp, filial i Norge, Pareto Securities AS and Skandinaviska Enskilda Banken AB (publ), Oslo Branch acted as Joint Bookrunners (together with the Global Coordinators and Joint Bookrunners, the " Managers"). Advokatfirmaet Wiersholm AS is acting as legal advisor to the Company in connection with the Private Placement.
For further queries, please contact:
Ulrik Andersen: Chief Executive Officer, 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 of 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.