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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.
14 April 2021, Hamilton, Bermuda
Reference is made to the announcement on 17 February 2021 by Golden Ocean Group Limited (the “Company”) concerning the finished personal placement elevating gross proceeds of roughly USD 338 million (approx. NOK 2,873 million) by issuance of 54,207,547 new shares in the Company at a subscription value of NOK 53.00 per share (the “Private Placement“), and the contemplated subsequent providing to eligible shareholders of as much as 2,710,377 new shares elevating gross proceeds of as much as roughly NOK 143.6 million (the “Subsequent Offering“).
A prospectus overlaying (i) the listing on Oslo Børs of the 54,207,547 shares issued in the Private Placement (the “Private Placement Shares“) and (ii) the offer and listing on Oslo Børs of any new shares issued in the Subsequent Offering has at present been approved by the Financial Supervisory Authority of Norway (the “Prospectus“).
Subject to sure limitations in relevant native securities legislation, the Prospectus, along with the subscription type for the Subsequent Offering, will probably be made accessible on the following web sites earlier than graduation of the subscription interval in the Subsequent Offering at 09:00 hours (CEST) on 15 April 2021, https://goldenocean.bm/prospectus, https://www.arctic.com/secno/en/offerings and https://www.dnb.no/emisjoner. Printed variations of the Prospectus, together with the subscription type, might also be obtained by contacting Arctic Securities AS and DNB Markets, a component of DNB Bank ASA (the “Managers“) or the Company.
The Subscription Period in the Subsequent Offering commences at 09:00 hours (CEST) on 15 April 2021 and expires on 26 April 2021 at 16:30 hours (CEST). The Offer Shares will solely be supplied and bought exterior the United States in reliance on Regulation S underneath the U.S. Securities Act. The Subsequent Offering is directed in direction of eligible shareholders, being holders of helpful pursuits for shares in the Company (“Shares“) as of the top of 17 February 2021, as registered in the Norwegian Central Securities Depository (the VPS) on the Record Date (19 February 2021) who (i) weren’t allotted Shares in the Private Placement and (ii) are usually not resident in a jurisdiction the place such providing can be illegal, or would (in jurisdictions aside from Norway) require any prospectus, submitting, registration or related motion (“Eligible Shareholders“). Eligible Shareholders will, based mostly on their registered holding of Shares in the VPS on the finish of the report date, be granted non-transferable subscription rights which, topic to relevant legal guidelines, give the correct to subscribe for and be allotted offer shares in the Subsequent Offering. Oversubscription in the Subsequent Offering by Eligible Shareholders will probably be permitted. Subscription with out subscription rights is not going to be allowed.
Pending publication of the Prospectus, the 54,207,547 Private Placement Shares have been positioned on a separate ISIN from the Company’s different shares. Upon publication of the Prospectus and the expiry of the 40 day distribution compliance interval underneath Regulation S of the U.S. Securities Act, the Private Placement Shares will probably be transferred to the identical ISIN because the Company’s abnormal shares (BMG396372051) and will probably be listed and admitted to buying and selling on Oslo Børs and NASDAQ along with the Company’s different shares. Thus, the primary day of buying and selling of the Private Placement Shares will probably be on 15 April 2021.
Arctic Securities AS and DNB Markets, a component of DNB Bank ASA, are appearing as Managers for the Subsequent Offering.
Advokatfirmaet Wiersholm AS is appearing because the Company’s authorized advisor. Seward & Kissel LLP has been appearing because the Company’s authorized counsel as to U.S. legislation and MJM Limited has been appearing because the Company’s authorized counsel as to Bermuda legislation.
For details about the Subsequent Offering, please contact the Managers:
Arctic Securities AS, e-mail: [email protected], tel: +47 21 01 30 40, net: www.arctic.com/secno
DNB Markets, DNB Bank ASA, e-mail: [email protected], tel: +47 23 26 80 20, net: www.dnb.no/emisjoner
This data is topic to the disclosure necessities pursuant to part 5-12 of the Norwegian Securities Trading Act.
Important data:
The launch just isn’t for publication or distribution, in complete or in half straight or not directly, in or into Australia, Canada, Japan or the United States (together with its territories and possessions, any state of the United States and the District of Columbia). This launch is an announcement issued pursuant to authorized data obligations, and is topic of the disclosure necessities pursuant to part 5-12 of the Norwegian Securities Trading Act. It is issued for data functions solely, and doesn’t represent or type half of any offer or solicitation to buy or subscribe for securities, in the United States or in another jurisdiction. The securities talked about herein haven’t been, and is not going to be, registered underneath the United States Securities Act of 1933, as amended (the “US Securities Act“). The securities will not be supplied or bought in the United States besides pursuant to an exemption from the registration necessities of the US Securities Act. The Company doesn’t intend to register any portion of the providing of the securities in the United States or to conduct a public providing of the securities in the United States. Copies of this announcement are usually not being made and will not be distributed or despatched into Australia, Canada, Japan or the United States. The situation, train, buy or sale of subscription rights and the subscription or buy of shares in the Company are topic to particular authorized or regulatory restrictions in sure jurisdictions. Neither the Company nor the Managers assumes any accountability in the occasion there’s a violation by any particular person of such restrictions. The distribution of this launch could in sure jurisdictions be restricted by legislation. Persons into whose possession this launch comes ought to inform themselves about and observe any such restrictions. Any failure to adjust to these restrictions could represent a violation of the securities legal guidelines of any such jurisdiction. The Managers are appearing for the Company and nobody else in reference to the Private Placement and is not going to be accountable to anybody aside from the Company offering the protections afforded to their respective purchasers or for offering recommendation in relation to the Private Placement and/or another matter referred to in this launch.
Forward-looking statements:
This launch and any supplies distributed in reference to this launch could comprise sure forward-looking statements. By their nature, forward-looking statements contain threat and uncertainty as a result of they replicate the Company’s present expectations and assumptions as to future occasions and circumstances that will not show correct. A quantity of materials elements might trigger precise outcomes and developments to vary materially from these expressed or implied by these forward-looking statements.
