Hamilton, Bermuda - March 14, 2017
Golden Ocean Group Ltd. (NASDAQ/OSE: GOGL) (the "Company") is pleased to announce that the offering (the "Offering") of new shares (the "New Shares") announced on March 14, 2017, has been successfully completed at NOK 60 per New Share (equalling USD 6.97 at a NOK/USD exchange rate of 8.6078), raising gross proceeds of NOK 516.5 million (approximately USD 60 million) through the issuance of 8,607,800 New Shares. The private placement received very strong interest from large institutional investors and was multiple times subscribed.
Upon completion of the Offering, Hemen Holding Ltd., the Company's largest shareholder will own an aggregate of 46,487,224 shares in the Company, equalling approximately 40.6 per cent of the Company's shares and votes following completion of the Offering. Further, upon completion of the vessel purchase transactions announced on March 14, 2017, Hemen will own an aggregate of 49,787,224 shares in the Company equalling approximately 37.6 per cent of the Company's shares and votes, and Quintana Shipping Ltd and subsidiaries will own 11.0 per cent of the Company's outstanding shares and votes and become the second largest shareholder of the Company.
Notifications of allocation of New Shares will be distributed on or about March 15, 2017. The due date for payment for allocated New Shares is expected to be March 17, 2017.
Subject to full payment of the New Shares, delivery of the New Shares allocated in the Offering is expected to be delivered to the subscribers in the Offering on or about March 17, 2017 and to be registered in the Norwegian Central Securities Depository (VPS) with the Company's ISIN BMG396372051 and commence to trade under the Company's trading symbol "GOGL" and become tradable on the Oslo Stock Exchange and NASDAQ on or about March 17, 2017.
Following issuance of the New Shares, the Company will have 114,572,992 issued common shares each having a par value of USD 0.05. Following issuance of the consideration shares to Quintana and Hemen under the vessel purchase agreements announced on March 14, 2017, the Company will have 132,372,992 issued common shares each having a par value of USD 0.05.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The Offering is being made by means of an application agreement, a term sheet and a prospectus and related prospectus supplements which form a part of the Company's effective Registration Statement on Form F-3 (Registration No. 333-211365) that has previously been filed with the US Securities and Exchange Commission (the "SEC"). Copies of the offering documentation may be obtained by contacting DNB Markets at telephone: DNB Markets Inc. at 200 Park Ave, Floor 31, New York, NY 10166, telephone: +1 212 681 3800.
Announcement of commencement of USD 60 million equity offering
Hamilton, Bermuda - March 14, 2017
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 shares (the "New Shares") for gross proceeds of the NOK equivalent of approximately USD 60 million. The Company has engaged DNB Markets Inc. and ABN AMRO Securities (USA) LLC (the "Managers") as placement agents in connection with the Offering.
The Offering will be directed towards certain Norwegian and international institutional investors subject to applicable exemptions from European prospectus requirements. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000, provided that the Company reserves the right to, at its sole discretion, allocate lower amounts to investors that qualify as "professional investors" pursuant to the Norwegian Securities Trading Act and ancillary regulations.
We intend to use the net proceeds of this offering to partially pre-pay debt under the new loan agreements we expect to enter into in connection with the acquisition of fourteen vessels from Quintana Shipping Ltd., as previously announced, in an amount of approximately $17.4 million, and to use the balance for general corporate purposes in subsidiaries non-recourse to the Company. The subscription price and number of shares issued in the Offering will be determined through an accelerated bookbuilding process. The bookbuilding period will start March 14, 2017 at 4:00 pm EST and 21:00 pm CET and are expected to end at March 15, 2017 at 3:00 am EST and 08:00 am CET. The Company reserves the right to close or extend the bookbuilding period at any time in its sole discretion, at short notice.
The Managers 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 of USD 60 million.
The allocation of New Shares in the Offering will be made at the discretion of the Company in consultation with the Managers, on or about March 15, 2017, subject to any shortening or extension of the application period.
Subject to full payment of the New Shares, the New Shares allocated in the Offering are expected to be delivered to the subscribers in the Offering on or about March 17, 2017 and to be registered in the Norwegian Central Securities Depository (VPS) with the Company's ISIN BMG396372051 and commence to trade under the Company's ordinary trading symbol "GOGL" and become tradable on the Oslo Stock Exchange and the NASDAQ on or about March 17, 2017.
Important Information for Investors and Shareholders
This 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 this 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.
Golden Ocean Group Limited press release