| MISCELLANEOUS :: GOGL - GOLDEN OCEAN GROUP LIMITED LAUNCHES AN UP TO USD 200 MILLION CONVERTIBLE BOND |
| * Asterisks denote mandatory information |
| Name of Announcer * | GOLDEN OCEAN GROUP LIMITED | | Company Registration No. | N.A. | | Announcement submitted on behalf of | GOLDEN OCEAN GROUP LIMITED | | Announcement is submitted with respect to * | GOLDEN OCEAN GROUP LIMITED | | Announcement is submitted by * | Per Heiberg | | Designation * | VP Finance | | Date & Time of Broadcast | 17-Jan-2014 02:10:21 | | Announcement No. | 00005 |
| The details of the announcement start here ... |
| Announcement Title * | GOGL - Golden Ocean Group Limited launches an up to USD 200 million convertible bond |
| Description | NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
Golden Ocean Group Limited (Golden Ocean or the Issuer) announces today the launch of a Reg S institutional offering of convertible bonds (the Bonds) with an initial principal amount of USD 175 million and a five-year tenor. Such initial principal amount may be increased prior to pricing to up to USD 200 million in the event the Issuer exercises its up to USD 25 million increase option in full.
The senior unsecured bonds will be convertible into common shares of the Issuer. The Bonds are expected to have an annual coupon in a range of 2.75% and 3.375% payable semi-annually in arrear and to have a conversion premium of 30% to 35% over the volume weighted average price of the Issuers shares on the Oslo Stock Exchange (converted at the prevailing USD:NOK spot rate at closing of the market on 17 January 2014) between opening and closing of the market on 17 January 2014.
The Bonds will be issued and redeemed at 100% of their principal amount and will, unless previously redeemed, be converted or purchased and cancelled, mature on 30 January 2019.
Golden Ocean has the right to call the Bonds at par plus accrued interest at any time if less than 10% of the Bonds originally issued remain outstanding.
The Bonds are expected to be settled and delivered on 30 January 2014. Golden Ocean may decide to list the Bonds on an exchange at a later stage.
The net proceeds of the Bonds will be used to grow the Issuer with a focus on acquiring sailing vessels or vessels that are due for delivery within a short time frame, to part finance existing newbuilds and for general corporate purposes.
The final terms of the Bonds are expected to be announced on 17 January 2014.
ABG Sundal Collier Norge ASA and BNP Paribas are acting as Joint Bookrunners of the Offering.
January 16, 2014
The Board of Directors
Golden Ocean Group Limited
Hamilton, Bermuda
Contact Persons:
Herman Billung: CEO, Golden Ocean Management AS
+47 22 01 73 41
Per Heiberg: Acting CFO, Golden Ocean Management AS
+47 22 01 73 45
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL ANY OF THE BONDS AND/OR THE SHARES TO BE DELIVERED UPON CONVERSION OF THE BONDS (TOGETHER, THE SECURITIES) OR THE SOLICITATION OF ANY OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE SHOULD BE UNLAWFUL. THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE US SECURITIES ACT), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION.
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (EEA), THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE DIRECTIVE 2003/71/EC, AS MODIFIED AND IMPLEMENTED IN EACH MEMBER STATE (THE PROSPECTUS DIRECTIVE) (QUALIFIED INVESTORS). ANY PERSON IN THE EEA WHO ACQUIRES THE SECURITIES IN ANY OFFER (AN INVESTOR) OR TO WHOM ANY OFFER OF THE SECURITIES IS MADE WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT IT IS A QUALIFIED INVESTOR. ANY INVESTOR WILL ALSO BE DEEMED TO HAVE REPRESENTED AND AGREED THAT ANY SECURITIES ACQUIRED BY IT IN THE OFFER HAVE NOT BEEN ACQUIRED ON BEHALF OF PERSONS IN THE EEA OTHER THAN QUALIFIED INVESTORS, NOR HAVE THE SECURITIES BEEN ACQUIRED WITH A VIEW TO THEIR OFFER OR RESALE IN THE EEA TO PERSONS WHERE THIS WOULD RESULT IN A REQUIREMENT FOR PUBLICATION BY THE ISSUER OR ANY OF THE JOINT BOOKRUNNERS OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE. THE ISSUER, THE JOINT BOOKRUNNERS AND ANY OF THEIR RESPECTIVE AFFILIATES, AND OTHERS WILL RELY UPON THE TRUTH AND ACCURACY OF THE FOREGOING REPRESENTATIONS AND AGREEMENTS.
IN ADDITION, IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS DIRECTED ONLY AT, AND IS BEING DISTRIBUTED ONLY TO, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE ORDER), (II) WHO FALL WITHIN ARTICLE 49 OF THE ORDER, AND (III) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS RELEVANT PERSONS). THIS COMMUNICATION MUST NOT BE READ, ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS.
THE JOINT BOOKRUNNERS ARE ACTING FOR THE ISSUER IN CONNECTION WITH THE OFFER, AND FOR NO-ONE ELSE AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE ISSUER FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE JOINT BOOKRUNNERS OR FOR PROVIDING ADVICE IN RELATION TO THE OFFER, AND THE JOINT BOOKRUNNERS MAKE NO REPRESENTATIONS AS TO THE ACCURACY OF AND TAKE NO RESPONSIBILITY FOR THE CONTENTS OF THIS ANNOUNCEMENT OR ANY MATTERS REFERRED TO HEREIN.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT TO BE RELIED UPON IN SUBSTITUTION FOR THE EXERCISE OF INDEPENDENT JUDGEMENT. IT IS NOT INTENDED AS INVESTMENT ADVICE AND UNDER NO CIRCUMSTANCES IS IT TO BE USED OR CONSIDERED AS AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OR A RECOMMENDATION TO BUY OR SELL ANY SECURITIES. NEITHER THE JOINT BOOKRUNNERS NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPTS ANY LIABILITY ARISING FROM THE USE OF OR MAKES ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT. |
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