GOGL – Publication of Prospectus and start of Subscription Period in Subsequent Offering
Golden Ocean Group Limited announced approval of a prospectus by Norway's Financial Supervisory Authority on April 14, 2021. This includes the listing of 54,207,547 new shares from a previous private placement that raised USD 338 million. A subsequent offering will allow eligible shareholders to subscribe for up to 2,710,377 new shares at USD 53.00 each, beginning April 15, 2021, and ending April 26, 2021. The offering aims to raise NOK 143.6 million. These shares will trade on Oslo Børs under the ticker GOGL, with expected trading commencement on May 5, 2021.
- Successful approval of prospectus by the Financial Supervisory Authority of Norway.
- Private placement raised USD 338 million, enhancing company capital structure.
- Subsequent offering can raise additional NOK 143.6 million, providing further financial support.
- None.
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 regarding the approval of a prospectus by the Financial Supervisory Authority of Norway (the "Prospectus") covering (i) the listing on Oslo Børs of 54,207,547 new ordinary shares in the Company (the "Private Placement Shares") issued in a private placement completed on 17 February 2021 raising gross proceeds of USD 338 million (approx. NOK 2,873 million) (the "Private Placement"), and (ii) the offering and listing to eligible shareholders of up to 2,710,377 new ordinary shares in the Company in a subsequent offering (the "Subsequent Offering").
The subscription period in the Subsequent Offering will commence today, 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 comprises an offer by the Company to raise an amount of up to NOK 143.6 million in gross proceeds by issuing up to 2,710,377 new shares, each with a nominal value of USD 0.05, at a subscription price of USD 53.00 per Offer Share (the "Offer Shares").
The Offer Shares will only be offered and sold outside the United States in reliance on Regulation S under the U.S. Securities Act. The Subsequent Offering is, subject to applicable securities laws, directed towards eligible holders of beneficial interests for shares in the Company ("Shares") as of the end of 17 February 2021, as registered in the VPS (as defined below) on the 19 February 2021 (the "Record Date") who (i) were not allocated Shares in the Private Placement and (ii) 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 ("Eligible Shareholders").
Eligible Shareholders will receive non-transferable subscription rights (the "Subscription Rights") based on their registered shareholding in the Norwegian Central Securities Depository Register ("VPS") as of the Record Date, giving the right to subscribe for and be allocated shares in the Subsequent Offering. Each Eligible Shareholder will, subject to applicable law, be granted 0.04440 Subscription Rights for each share in the Company registered as held by such Eligible Shareholder as of the end of the Record Date, rounded down to the nearest whole Subscription Right. Each Subscription Right will give the right to subscribe for one (1) Offer Share. Oversubscription in the Subsequent Offering by Eligible Shareholders will be permitted. Subscription without Subscription Rights will not be allowed. Eligible Shareholders holding shares through a financial intermediary as of expiry of the Record Date should contact the financial intermediary in order to receive information with respect to the Subsequent Offering. Note that the deadline for doing so might be earlier than 16:30 hours (CEST) on 26 April 2021.
The Subscription Rights are expected to have an economic value if the Company's shares trade above the Subscription Price during the Subscription Period. Subscription Rights that are not used to subscribe for Offer Shares before the end of the Subscription Period will have no value and will lapse without compensation to the holder.
The payment date for the Offer Shares is on or about 29 April 2021. All Offer Shares will be subject to admission to trading on Oslo Børs under the same ticker code as the Company's other Shares (GOGL) as soon as practically possible after issuance, expected to take place on or about 5 May 2021. The Offer Shares will be freely tradable on NASDAQ after expiry of the 40 day U.S. resale restriction period.
Pending publication of the Prospectus, the 54,207,547 Private Placement Shares have been placed on a separate ISIN from the Company's other Shares. Upon publication of the Prospectus and the expiry of the 40 day distribution compliance period under Regulation S of the U.S. Securities Act, the Private Placement Shares will be transferred to the same ISIN as the Company's ordinary shares (BMG396372051) and will be listed and admitted to trading on Oslo Børs and NASDAQ together with the Company's other shares. Thus, the first day of trading of the Private Placement Shares will be on 15 April 2021.
The Prospectus will, subject to certain limitations in applicable local securities law, be available today at https://goldenocean.bm/prospectus, https://www.arctic.com/secno/en/offerings and https://www.dnb.no/emisjoner. Hard copies of the Prospectus, including the subscription form, will be available at the Company's Norwegian offices or by contacting Arctic Securities AS and DNB Markets, a part of DNB Bank ASA (the "Managers").
Arctic Securities AS and DNB Markets, a part of DNB Bank ASA, are acting as Managers for the Subsequent Offering.
Advokatfirmaet Wiersholm AS is acting as the Company's legal advisor. Seward & Kissel LLP has been acting as the Company's legal counsel as to U.S. law and MJM Limited has been acting as the Company's legal counsel as to Bermuda
FAQ
What is the date for the commencement of the Subsequent Offering by Golden Ocean Group Limited?
What is the subscription price for the Offer Shares in the Subsequent Offering?
What is the expected trading start date for the Offer Shares on Oslo Børs?
How much does Golden Ocean Group Limited aim to raise in the Subsequent Offering?
When does the Subscription Period for the Subsequent Offering end?
