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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.
17 February 2021, Hamilton, Bermuda
Reference is made to the inventory trade launch by Golden Ocean Group Restricted (NASDAQ and OSE: GOGL) (“Golden Ocean” or the “Firm”) on 17 February 2021 concerning its contemplated acquisition of 18 fashionable scrubber fitted dry bulk vessels and the non-public placement of recent shares within the Firm (the “Non-public Placement“).
The Non-public Placement has been efficiently positioned, elevating gross proceeds of the NOK equal of USD 338 million, similar to roughly NOK 2,873 million (primarily based on a foreign money trade fee of USD/NOK 8.50, by the putting of 54,207,547 new shares (the “Provide Shares“) at a subscription worth of NOK 53.00 per Provide Share.
The Non-public Placement was considerably oversubscribed. Hemen Holding Restricted, an organization not directly managed by trusts established by Mr. John Fredriksen for the good thing about his rapid household (“Hemen“), the Firm’s largest shareholder, has been allotted 27,103,773 Provide Shares for roughly USD 169 million, and can retain a 39.07% possession within the Firm following the Non-public Placement. As well as, Hemen Holding holds TRS agreements with underlying publicity to 4,905,000 shares in Golden Ocean Ltd.
Notices of allocation will probably be distributed to the traders on 18 February 2021.
Settlement within the Non-public Placement will happen on 22 February 2021 (DVP T+2). Following issuance of the Provide Shares, the Firm may have 198,480,244 shares excellent, every with a par worth of USD 0.05.
To be able to facilitate well timed supply of already listed shares, supply of the Provide Shares allotted within the Non-public Placement will probably be settled by supply of current and unencumbered shares within the Firm borrowed by the Managers from Hemen. The shares delivered to traders within the Non-public Placement (apart from Hemen) will thus be tradable on the Oslo Inventory Alternate instantly after allocation. The Managers will settle the share mortgage from Hemen with the brand new shares issued within the Non-public Placement. The brand new shares will probably be registered beneath a separate ISIN pending approval of an inventory prospectus by the Monetary Supervisory Authority of Norway, and won’t be listed or tradable on the Oslo Inventory Alternate till the itemizing prospectus is accepted, anticipated early April 2021.
The Non-public Placement entails the setting apart of the shareholders’ preferential rights to subscribe for brand spanking new shares. The Board has thought of this and is of the view that it will be in the most effective curiosity of the Firm and its shareholders to deviate from the shareholders’ preferential proper to the brand new shares within the Non-public Placement and that that is additionally in compliance with the principles of equal remedy set out within the Euronext Oslo Persevering with Obligations and the Oslo Inventory Alternate’s pointers on the principles on equal remedy. The Board is of the opinion that the Non-public Placement allowed the Firm to boost capital extra rapidly and, at a decrease low cost in comparison with a rights problem. Moreover, the Board is of the opinion that, within the present market, a non-public placement has a bigger chance of success in comparison with a rights problem. On this foundation, the Board has concluded that the Non-public Placement is in compliance with these necessities. The Subsequent Providing will partly mitigate the dilutive impact of the Non-public Placement on current shareholders’ possession within the Firm which weren’t invited to take part within the Non-public Placement.
The Board proposes a subsequent providing of as much as 2,710,377 new atypical shares (the “Subsequent Providing Shares“) elevating gross proceeds of as much as roughly NOK 143.6 million at a subscription worth per Subsequent Providing Shares equal to the Subscription Value within the Non-public Placement. The Subsequent Providing will, topic to relevant securities legal guidelines, be directed in the direction of current shareholders within the Firm as of 17 February 2021 (as registered within the VPS two buying and selling days thereafter), who (i) weren’t allotted Provide Shares and (iii) usually are not resident in a jurisdiction the place such providing can be illegal or, would (in jurisdictions apart from Norway) require any prospectus, submitting, registration or comparable motion.
The Subsequent Providing is conditional on (i) completion of the Non-public Placement, (ii) the Firm’s extraordinary normal assembly (the “EGM“) resolving to extend the Firm’s licensed share capital on the EGM and the Board resolving to problem the Subsequent Providing Shares, and (iii) approval and publication of an providing prospectus accepted by the Monetary Supervisory Authority of Norway, anticipated to happen on or about in April 2021. Additional particulars of the Subsequent Providing, if accepted, will probably be included within the prospectus to be issued by the Firm. The Board could cancel the Subsequent Providing, relying on the prevailing market situations and issues of the Firm.
Arctic Securities AS and DNB Markets, part of DNB ASA acted as World Coordinators and Joint Bookrunners within the Non-public Placement, and ABN AMRO in collaboration with Oddo BHF, Danske Financial institution A/S, Norwegian department, Fearnley Securities AS, ING Financial institution N.V., Nordea Financial institution Abp, filial i Norge, Pareto Securities AS and Skandinaviska Enskilda Banken AB (publ), Oslo Department acted as Joint Bookrunners (along with the World Coordinators and Joint Bookrunners, the “Managers“). Advokatfirmaet Wiersholm AS is performing as authorized advisor to the Firm in reference to the Non-public Placement.
For additional queries, please contact:
Ulrik Andersen: Chief Govt Officer, Golden Ocean Administration AS
+47 22 01 73 53
Peder Simonsen: Chief Monetary Officer, Golden Ocean Administration AS
+47 22 01 73 45
This info is topic of the disclosure necessities pursuant to part 5-12 of the Norwegian Securities Buying and selling Act.
The discharge is just not for publication or distribution, in entire or partially immediately or not directly, in or into Australia, Canada, Japan or the US (together with its territories and possessions, any state of the US and the District of Columbia). This launch is an announcement issued pursuant to authorized info obligations, and is topic of the disclosure necessities pursuant to part 5-12 of the Norwegian Securities Buying and selling Act. It’s issued for info functions solely, and doesn’t represent or type a part of any supply or solicitation to buy or subscribe for securities, in the US or in every other jurisdiction. The securities talked about herein haven’t been, and won’t be, registered beneath the US Securities Act of 1933, as amended (the “US Securities Act”). The securities will not be supplied or offered in the US besides pursuant to an exemption from the registration necessities of the US Securities Act. The Firm doesn’t intend to register any portion of the providing of the securities in the US or to conduct a public providing of the securities in the US. Copies of this announcement usually are not being made and will not be distributed or despatched into Australia, Canada, Japan or the US. The difficulty, train, buy or sale of subscription rights and the subscription or buy of shares within the Firm are topic to particular authorized or regulatory restrictions in sure jurisdictions. Neither the Firm nor the Managers assumes any duty within 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 regulation. Individuals 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 performing for the Firm and nobody else in reference to the Non-public Placement and won’t be accountable to anybody apart from the Firm offering the protections afforded to their respective purchasers or for offering recommendation in relation to the Non-public Placement and/or every other matter referred to on this launch.
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 Firm’s present expectations and assumptions as to future occasions and circumstances that won’t show correct. Numerous materials components might trigger precise outcomes and developments to vary materially from these expressed or implied by these forward-looking statements.
Supply: Golden Ocean Group Restricted