GOGL - Announcement of commencement of equity offering
Golden Ocean Group Limited (NASDAQ and OSE: GOGL) ("Golden Ocean" or the
"Company") today announced that it has commenced an equity offering (the
"Offering") for issue of new common shares (the "New Shares") of the Company for
gross proceeds of approximately USD 66 million. In addition to the Offering, the
Company expects to issue additional new common shares with an estimated value of
USD 34 million, at a per-share price equal to the offer price in the Offering,
to Hemen Holding Limited, a Company indirectly controlled by trusts established
by Mr John Fredriksen for the benefit of his immediate family ("Hemen") as
partial consideration for two modern Capesize vessels to be acquired from
affiliated companies of Hemen, as previously announced (the "Equity in-kind
Contribution"). The Offering and the Equity in-kind Contribution are expected to
result in approximately USD 100 million of aggregate gross equity proceeds to
the Company. The Company has engaged DNB Markets Inc., Arctic Securities LLC and
Seaport Global Securities LLC (the "Placement Agents") as placement agents in
connection with the Offering.
The Offering will be directed towards institutional investors subject to
applicable exemptions from European prospectus requirements. The minimum
application and allocation amount has been set to the USD equivalent of EUR
100,000, provided that the Company reserves the right to, at its sole
discretion, allocate lower amounts to investors to the extent applicable
exemptions from the prospectus requirement pursuant to applicable regulations,
including the Norwegian Securities Trading Act and ancillary regulations, are
The Company intends to use a portion of the net proceeds of the Offering for
payment of the cash portion payable for the vessels to be acquired from
affiliated companies of Hemen, as announced today, and to use the balance for
general corporate purposes.
The purchase price and number of New Shares issued in the Offering will be
determined through an accelerated bookbuilding process. The bookbuilding period
will start on October 16, 2017 at 4:00 pm New York time (10:00 pm Oslo time) and
is expected to end on October 17, 2017 at 2:00 am New York time (08:00 am Oslo
time). The Company reserves the right to close or extend the bookbuilding period
at any time in its sole discretion, at short notice.
The Placement Agents have prior to the launch of the Offering received
significant indications of interest from investors to subscribe in the Offering
for an amount well exceeding the transaction size.
The allocation of the New Shares will be made at the sole discretion of the
Company in consultation with the Placement Agents, on or about October
17, 2017, subject to any shortening or extension of the bookbuilding period.
The New Shares allocated in the Offering are expected to be delivered against
payment on or about October 19, 2017. The New Shares will commence to trade
under the Company's ordinary trading symbol "GOGL" on NASDAQ on or about October
17, 2017, and can be traded on the Oslo Stock Exchange from on or about October
19, 2017 (expected from US markets open) subject to investors having made
necessary arrangements to transfer shares from the Depository Trust Company in
the US to the Norwegian Central Securities Depository (the VPS).
Important Information for Investors and Shareholders
The Offering will be made only by means of an application agreement, a term
sheet and a prospectus supplement and accompanying base prospectus. A prospectus
supplement related to the offering has been filed with the U.S. Securities and
Exchange Commission (the "SEC") and is available on the SEC's website located at
www.sec.gov. Copies of the prospectus supplement and the accompanying base
prospectus relating to the Offering may be obtained from contacting DNB Markets
Inc. at 200 Park Ave, Floor 31, New York, NY 10166, telephone: +1 212 681 3800.
This offering will be made pursuant to the Company's existing shelf registration
statement on Form F-3 (Registration No. 333-211365) previously filed with the
SEC and declared effective.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy these securities, nor shall there be any sale of these
securities, in any state or other jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction.
The Board of Directors
Golden Ocean Group Limited
Birgitte Ringstad Vartdal, CEO, Golden Ocean Management AS
+47 22 01 73 53
Per Heiberg, CFO, Golden Ocean Management AS
+47 22 01 73 45
Matters discussed in this press release may constitute forward-looking
statements. The Private Securities Litigation Reform Act of 1995 provides safe
harbor protections for forward-looking statements, which include statements
concerning plans, objectives, goals, strategies, future events or performance,
and underlying assumptions and other statements, which are other than statements
of historical facts. Words such as "believe", "anticipate", "intends",
"estimate", "forecast", "project", "plan", "potential", "may", "should",
"expect", "pending" and similar expressions identify forward-looking statements.
The forward-looking statements in this press release are based upon various
assumptions. Although we believe that these assumptions were reasonable when
made, because these assumptions are inherently subject to significant
uncertainties and contingencies which are difficult or impossible to predict and
are beyond our control, we cannot assure you that we will achieve or accomplish
these expectations, beliefs or projections. The information set forth herein
speaks only as of the date hereof, and we disclaim any intention or obligation
to update any forward-looking statements as a result of developments occurring
after the date of this communication.
In addition to these important factors and matters discussed elsewhere herein,
important factors that, in our view, could cause actual results to differ
materially from those discussed in the forward-looking statements include the
strength of world economies, fluctuations in currencies and interest rates,
general market conditions, including fluctuations in charter hire rates and
vessel values, changes in demand in the dry bulk market, changes in our
operating expenses, including bunker prices, drydocking and insurance costs, the
market for our vessels, availability of financing and refinancing, changes in
governmental rules and regulations or actions taken by regulatory authorities,
potential liability from pending or future litigation, general domestic and
international political conditions, potential disruption of shipping routes due
to accidents, political events or acts by terrorists, and other important
factors described from time to time in the reports filed by the Company with the
Securities and Exchange Commission.
This information is subject to the disclosure requirements of section 5-12 of
the Norwegian Securities Trading Act..