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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.
15 April 2021, Hamilton, Bermuda
Reference is made to the announcement by Golden Ocean Group Limited (the “Company”) on 14 April 2021 relating to the approval of a prospectus by the Financial Supervisory Authority of Norway (the “Prospectus“) masking (i) the itemizing on Oslo Børs of 54,207,547 new atypical shares in the Company (the “Private Placement Shares“) issued in a non-public placement accomplished on 17 February 2021 elevating gross proceeds of USD 338 million (approx. NOK 2,873 million) (the “Private Placement“), and (ii) the providing and itemizing to eligible shareholders of as much as 2,710,377 new atypical shares in the Company in a subsequent providing (the “Subsequent Offering“).
The subscription interval in the Subsequent Offering will begin right this moment, 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 contains a suggestion by the Company to boost an quantity of as much as NOK 143.6 million in gross proceeds by issuing as much as 2,710,377 new shares, every with a nominal worth of USD 0.05, at a subscription value of USD 53.00 per Offer Share (the “Offer Shares“).
The Offer Shares will solely be supplied and offered outdoors the United States in reliance on Regulation S beneath the U.S. Securities Act. The Subsequent Offering is, topic to relevant securities legal guidelines, directed in direction of eligible holders of useful pursuits for shares in the Company (“Shares“) as of the top of 17 February 2021, as registered in the VPS (as outlined beneath) on the 19 February 2021 (the “Record Date“) who (i) weren’t allotted Shares in the Private Placement and (ii) aren’t 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 obtain non-transferable subscription rights (the “Subscription Rights“) primarily based on their registered shareholding in the Norwegian Central Securities Depository Register (“VPS“) as of the Record Date, giving the correct to subscribe for and be allotted shares in the Subsequent Offering. Each Eligible Shareholder will, topic to relevant regulation, be granted 0.04440 Subscription Rights for every share in the Company registered as held by such Eligible Shareholder as of the top of the Record Date, rounded all the way down to the closest entire Subscription Right. Each Subscription Right will give the correct to subscribe for one (1) Offer Share. Oversubscription in the Subsequent Offering by Eligible Shareholders will probably be permitted. Subscription with out Subscription Rights won’t be allowed. Eligible Shareholders holding shares by a monetary middleman as of expiry of the Record Date ought to contact the monetary middleman in order to obtain data with respect to the Subsequent Offering. Note that the deadline for doing so could be sooner than 16:30 hours (CEST) on 26 April 2021.
The Subscription Rights are anticipated to have an financial worth if the Company’s shares commerce above the Subscription Price throughout the Subscription Period. Subscription Rights that aren’t used to subscribe for Offer Shares earlier than the top of the Subscription Period could have no worth and will lapse with out compensation to the holder.
The fee date for the Offer Shares is on or about 29 April 2021. All Offer Shares will probably be topic to admission to buying and selling on Oslo Børs beneath the identical ticker code because the Company’s different Shares (GOGL) as quickly as virtually doable after issuance, anticipated to happen on or about 5 May 2021. The Offer Shares will probably be freely tradable on NASDAQ after expiry of the 40 day U.S. resale restriction interval.
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 beneath Regulation S of the U.S. Securities Act, the Private Placement Shares will probably be transferred to the identical ISIN because the Company’s atypical 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.
The Prospectus will, topic to sure limitations in relevant native securities regulation, be accessible right this moment at https://goldenocean.bm/prospectus, https://www.arctic.com/secno/en/offerings and https://www.dnb.no/emisjoner. Hard copies of the Prospectus, together with the subscription kind, will probably be accessible on the Company’s Norwegian places of work or by contacting Arctic Securities AS and DNB Markets, a component of DNB Bank ASA (the “Managers“).
Arctic Securities AS and DNB Markets, a component of DNB Bank ASA, are performing as Managers for the Subsequent Offering.
Advokatfirmaet Wiersholm AS is performing because the Company’s authorized advisor. Seward & Kissel LLP has been performing because the Company’s authorized counsel as to U.S. regulation and MJM Limited has been performing because the Company’s authorized counsel as to Bermuda regulation.
For details about the Subsequent Offering, please contact the Managers:Arctic Securities AS, e-mail: [email protected], tel: +47 21 01 30 40, internet: www.arctic.com/secnoDNB Markets, DNB Bank ASA, e-mail: [email protected], tel: +47 23 26 80 20, internet: www.dnb.no/emisjoner
This data is topic to the disclosure necessities pursuant to part 5-12 of the Norwegian Securities Trading Act.
The launch isn’t for publication or distribution, in entire or in half instantly 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 kind half of any supply or solicitation to buy or subscribe for securities, in the United States or in every other jurisdiction. The securities talked about herein haven’t been, and won’t be, registered beneath the United States Securities Act of 1933, as amended (the “US Securities Act“). The securities might not be supplied or offered 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 aren’t being made and might not be distributed or despatched into Australia, Canada, Japan or the United States. The subject, 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 duty in the occasion there’s a violation by any particular person of such restrictions. The distribution of this launch might in sure jurisdictions be restricted by regulation. Persons into whose possession this launch comes ought to inform themselves about and observe any such restrictions. Any failure to adjust to these restrictions might represent a violation of the securities legal guidelines of any such jurisdiction. The Managers are performing for the Company and nobody else in reference to the Private Placement and won’t 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 every other matter referred to in this launch.
This launch and any supplies distributed in reference to this launch might 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 components may trigger precise outcomes and developments to vary materially from these expressed or implied by these forward-looking statements.
Source: Golden Ocean Group Limited