Golden Ocean Group Limited
|
(Name of Issuer)
|
Common Shares, par value $0.05 per share
|
(Title of Class of Securities)
|
G39637205
|
|
(CUSIP Number)
|
|
Frontline Ltd.
Par-la-Ville Place, 4th Floor
14 Par-la-Ville Road,
Hamilton HM 08
Bermuda
Attn: Georgina E. Sousa
+1 (441) 295 6935
with a copy to:
Gary J. Wolfe, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
|
|
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
|
|
June 20, 2017
|
|
(Date of Event Which Requires Filing of this Statement)
|
|
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [_].
|
|
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
|
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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CUSIP No.
|
G39637205
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Frontline Ltd.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [_]
|
||
(b) [_]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
|
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Bermuda
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||
7.
|
SOLE VOTING POWER
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
*1,270,657
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
|
*1,270,657
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
*1,270,657
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
1.0%
|
14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
CUSIP No.
|
G39637205
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Hemen Holding Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [_]
|
||
(b) [_]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
|
WC, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Cyprus
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||
7.
|
SOLE VOTING POWER
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
*48,008,241
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
|
*48,008,241
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
*48,008,241
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
35.9%
|
14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
CUSIP No.
|
G39637205
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Greenwich Holdings Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [_]
|
||
(b) [_]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
|
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Cyprus
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||
7.
|
SOLE VOTING POWER
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
*48,008,241
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
|
*48,008,241
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
*48,008,241
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
35.9%
|
14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
CUSIP No.
|
G39637205
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
C.K. Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [_]
|
||
(b) [_]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
|
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Cyprus
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||
7.
|
SOLE VOTING POWER
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
*48,008,241
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
|
*48,008,241
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
*48,008,241
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
35.9%
|
14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
CUSIP No.
|
G39637205
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Farahead Investments Inc.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [_]
|
||
(b) [_]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
|
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Liberia
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||
7.
|
SOLE VOTING POWER
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
*3,500,000
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
|
*3,500,000
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
*3,500,000
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
2.6%
|
14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
CUSIP No.
|
G39637205
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Greenfields Holding Inc.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [_]
|
||
(b) [_]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
|
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Liberia
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||
7.
|
SOLE VOTING POWER
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
*3,500,000
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
|
*3,500,000
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
*3,500,000
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
2.6%
|
14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
CUSIP No.
|
G39637205
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
GSA Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [_]
|
||
(b) [_]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
|
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Jersey
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||
7.
|
SOLE VOTING POWER
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
*3,500,000
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
|
*3,500,000
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
*3,500,000
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
2.6%
|
14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
CUSIP No.
|
G39637205
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
John Fredriksen*
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [_]
|
||
(b) [_]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
|
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Cyprus
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||
7.
|
SOLE VOTING POWER
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
*48,035,739
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
|
*48,035,739
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
*48,035,739
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
35.9%
|
14.
|
TYPE OF REPORTING PERSON
|
|
IN
|
CUSIP No.
|
G39637205
|
(a),(f)
|
The persons filing this statement are Frontline Ltd., a company incorporated in Bermuda ("Frontline"), Hemen Holding Limited, a company incorporated in Cyprus ("Hemen"), Greenwich Holdings Limited, a company incorporated in Cyprus ("Greenwich"), C.K. Limited, a company incorporated in Jersey ("C.K. Limited"), Farahead Investments Inc., a company incorporated in Liberia ("Farahead"), Greenfields Holding Inc., a company incorporated in Liberia ("Greenfields"), GSA Limited, a company incorporated in Jersey ("GSA Limited"), and John Fredriksen, a citizen of Cyprus ("Fredriksen," and, together with Frontline, Hemen, Greenwich, C.K. Limited, Farahead, Greenfields, and GSA Limited, the "Reporting Persons").
|
(b)
|
The address of the principal place of business of Frontline is Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda.
|
The address of the principal place of business of Hemen, Greenwich, Farahead and Greenfields is P.O. Box 53562, CY3399, Limassol, Cyprus.
|
|
The address of the principal place of business of C.K. Limited is 13 Castle Street, St. Helier, Jersey JE4 5UT.
|
|
The address of the principal place of business of GSA Limited is 3rd Floor, Standard Bank House, 47-49 La Motte Street, St. Helier, Jersey JE2 4SZ.
|
|
The address of Mr. Fredriksen is c/o Seatankers Consultancy Services (UK) Limited, 15 Sloane Square, London SW1W 8ER, United Kingdom.
|
|
(c)
|
The principal business of Frontline is acting as an international shipping company. The principal business of Hemen, Greenwich, Farahead and Greenfields is acting as investment holding companies. Hemen is the largest shareholder in Frontline, beneficially owning approximately 48.4% of Frontline's issued and outstanding shares. Greenwich is the sole shareholder of Hemen and Greenfields is the sole shareholder of Farahead. The principal business of C.K. Limited and GSA Limited is acting as trustees of various trusts established by John Fredriksen for the benefit of his immediate family members. C.K. Limited is the sole shareholder of Greenwich and indirect owner of Hemen. GSA Limited is the sole shareholder of Greenfields and indirect owner of Farahead. As a result of the foregoing, the total Common Shares reported as beneficially owned by each of Frontline, Hemen, Greenwich, C.K. Limited, Farahead, Greenfields and GSA Limited is reported as beneficially owned by Mr. Fredriksen.
|
Name
|
Position of Officer or Director
|
Principal Occupation or Employment, Principal Business Address and Citizenship
|
||
John Fredriksen
|
Chairman, President & Director
|
Mr. Fredriksen is a citizen of Cyprus and his principal business address is c/o Seatankers Consultancy Services (UK) Limited, 15 Sloane Square, London SW1W 8ER, UK. Mr. Fredriksen is also the president, director and chairman of the board of directors of Seadrill Limited and is a member of the board of directors of the Issuer.
|
||
Kate Blankenship
|
Director
|
Ms. Blankenship is a citizen of the United Kingdom. Ms. Blankenship also serves as a director of Seadrill Limited, Seadrill Partners LLC, the Issuer, Archer Limited, Ship Finance International Limited, Independent Tankers Corporation Limited and North Atlantic Drilling Ltd.
|
||
Georgina E. Sousa
|
Director & Secretary
|
Ms. Sousa is a citizen of the United Kingdom. Ms. Sousa is also a director and secretary of Seadrill Limited and Independent Tankers Corporation Limited, and is the secretary of the Issuer, Seadrill Partners LLC, North Atlantic Drilling Ltd. and Archer Limited.
|
||
Ola Lorentzon
|
Director
|
Mr. Lorentzon is a citizen of Sweden. Mr. Lorentzon is also the chairman of the board of directors of the Issuer.
|
||
Robert Hvide Macleod
|
Director and Principal Executive Officer
|
Mr. Macleod is a citizen of Norway. Mr. Macleod is also the chief executive officer of Frontline Management AS.
|
||
Inger M. Klemp
|
Principal Financial Officer and Principal Accounting Officer
|
Ms. Klemp is a citizen of Norway. Ms. Klemp is also the chief financial officer of Frontline Management AS and a director of Independent Tankers Corporation Limited.
|
||
Claire M.E. Burnard
|
Assistant Secretary
|
Ms. Burnard is a citizen of the British Overseas Territories. Ms. Burnard's principal occupation is serving as Assistant Secretary of Frontline.
|
||
Colleen E. Simmons
|
Assistant Secretary
|
Ms. Simmons is a citizen of the British Overseas Territories. Ms. Simmons' principal occupation is serving as Assistant Secretary of Frontline.
|
Name
|
Position of Officer or Director
|
Principal Occupation or Employment, Principal Business Address and Citizenship
|
||
Spyros Episkopou
|
Director
|
Mr. Episkopou's principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY – 4103 Limassol, Cyprus. Mr. Episkopou is a citizen of Cyprus.
|
||
Kyriacos Kazamias
|
Director
|
Mr. Kazamias' principal business address is Georgiou Drosini 6, Potamos Germasogeias, CY4043 Limassol, Cyprus. Mr. Kazamias is a citizen of Cyprus.
|
||
Eirini Santhi Theocharous
|
Director
|
Mrs. Theocharous' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY – 4103 Limassol, Cyprus. Mrs. Theocharous is a citizen of Cyprus.
|
Name
|
Position of Officer or Director
|
Principal Occupation or Employment, Principal Business Address and Citizenship
|
||
Christophis Koufaris
|
Director
|
Mr. Koufaris' principal business address is Iris House 840A, 8 John Kennedy Street, P.O. Box 53510, 3303 Limassol, Cyprus. Mr. Koufaris is a citizen of Cyprus.
|
||
Spyros Episkopou
|
Director
|
Mr. Episkopou's principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY – 4103 Limassol, Cyprus. Mr. Episkopou is a citizen of Cyprus.
|
||
Eirini Santhi Theocharous
|
Director
|
Mrs. Theocharous' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY – 4103 Limassol, Cyprus. Mrs. Theocharous is a citizen of Cyprus.
|
Name
|
Position of Officer or Director
|
Principal Occupation or Employment, Principal Business Address and Citizenship
|
||
Spyros Episkopou
|
Director
|
Mr. Episkopou's principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY–4103 Limassol, Cyprus. Mr. Episkopou is a citizen of Cyprus.
|
||
Philip James Jackman Le Vesconte
|
Director
|
Mr. Le Vesconte's principal business address is 13 Castle Street, St. Helier, Jersey JE4 5UT. Mr. Le Vesconte is a citizen of Jersey.
|
||
Charles Guy Malet de Carteret
|
Director
|
Mr. Carteret's principal business address is 13 Castle Street, St. Helier, Jersey JE4 5UT. Mr. Carteret is a citizen of Jersey.
|
||
Simon Paul Alan Brewer
|
Director
|
Mr. Brewer's principal business address is 13 Castle Street, St. Helier, Jersey JE4 5UT. Mr. Brewer is a citizen of Jersey.
|
Name
|
Position of Officer or Director
|
Principal Occupation or Employment, Principal Business Address and Citizenship
|
||
Spyros Episkopou
|
Director
|
Mr. Episkopou's principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY – 4103 Limassol, Cyprus. Mr. Episkopou is a citizen of Cyprus.
|
||
Georgina Sousa
|
Director
|
Ms. Sousa is a citizen of the United Kingdom. Ms. Sousa is also a director and secretary of Seadrill Limited and Independent Tankers Corporation Limited, and is the secretary of the Issuer, Seadrill Partners LLC, North Atlantic Drilling Ltd. and Archer Limited.
|
||
Colleen E. Simmons
|
Director
|
Ms. Simmons' principal business address is Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda. Ms. Simmons is a citizen of the British Overseas Territories. Ms. Simmons' principal occupation is serving as Assistant Secretary of Frontline.
|
Name
|
Position of Officer or Director
|
Principal Occupation or Employment, Principal Business Address and Citizenship
|
||
Spyros Episkopou
|
Director
|
Mr. Episkopou's principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY – 4103 Limassol, Cyprus. Mr. Episkopou is a citizen of Cyprus.
|
||
Georgina Sousa
|
Director
|
Ms. Sousa is a citizen of the United Kingdom. Ms. Sousa is also a director and secretary of Seadrill Limited and Independent Tankers Corporation Limited, and is the secretary of the Issuer, Seadrill Partners LLC, North Atlantic Drilling Ltd. and Archer Limited.
|
||
Colleen E. Simmons
|
Director
|
Ms. Simmons' principal business address is Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda. Ms. Simmons is a citizen of the British Overseas Territories. Ms. Simmons' principal occupation is serving as Assistant Secretary of Frontline.
|
Name
|
Position of Officer or Director
|
Principal Occupation or Employment, Principal Business Address and Citizenship
|
||
Consortia Directors Ltd
|
Directors
|
Consortia's business address is at 3rd Floor, Standard Bank House, 47-49 La Motte Street, St Helier, Jersey JE2 4SZ, Channel Islands. Consortia Directors Ltd. is incorporated in Jersey.
|
||
Spyros Episkopou
|
Director
|
Mr. Episkopou's principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY – 4103 Limassol, Cyprus. Mr. Episkopou is a citizen of Cyprus.
|
(d), (e)
|
None of the Reporting Persons nor any executive officer or director of the Reporting Persons listed above, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
|
(a)-(d) |
As of the date hereof, Frontline may be deemed to be the beneficial owner of 1,270,657 Common Shares, constituting 1.0% of the outstanding Common Shares based upon 132,372,992 Common Shares outstanding. Frontline has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 1,270,657 Common Shares. Frontline has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 1,270,657 Common Shares.
|
September 8, 2017
|
||
(Date)
|
||
Frontline Ltd.
|
||
By: /s/ Inger M. Klemp
|
||
Name: Inger M. Klemp
Title: Principal Financial Officer
|
||
Hemen Holding Limited
|
||
By: /s/ Spyros Episkopou
|
||
Name: Spyros Episkopou
Title: Director
|
||
Greenwich Holdings Limited
|
||
By: /s/ Spyros Episkopou
|
||
Name: Spyros Episkopou
Title: Director
|
||
C.K. Limited
|
||
By: /s/ Spyros Episkopou
|
||
Name: Spyros Episkopou
Title: Director
|
||
Farahead Investments Inc.
|
||
By: /s/ Spyros Episkopou
|
||
Name: Spyros Episkopou
Title: Director
|
||
Greenfields Holding Inc.
|
||
By: /s/ Spyros Episkopou
|
||
Name: Spyros Episkopou
Title: Director
|
||
GSA Limited
|
||
By: /s/ Spyros Episkopou
|
||
Name: Spyros Episkopou
Title: Director
|
||
/s/ John Fredriksen*
|
||
(Signature)
|
||
John Fredriksen*
(Name)
|
September 8, 2017
|
||
(Date)
|
||
Frontline Ltd.
|
||
By: /s/ Inger M. Klemp
|
||
Name: Inger M. Klemp
Title: Principal Financial Officer
|
||
Hemen Holding Limited
|
||
By: /s/ Spyros Episkopou
|
||
Name: Spyros Episkopou
Title: Director
|
Greenwich Holdings Limited
|
|
By: /s/ Spyros Episkopou
|
|
Name: Spyros Episkopou
Title: Director
|
|
C.K. Limited
|
|
By: /s/ Spyros Episkopou
|
|
Name: Spyros Episkopou
Title: Director
|
|
Farahead Investments Inc.
|
|
By: /s/ Spyros Episkopou
|
|
Name: Spyros Episkopou
Title: Director
|
|
Greenfields Holding Inc.
|
|
By: /s/ Spyros Episkopou
|
|
Name: Spyros Episkopou
Title: Director
|
|
GSA Limited
|
|
By: /s/ Spyros Episkopou
|
|
Name: Spyros Episkopou
Title: Director
|
|
/s/ John Fredriksen
|
|
(Signature)
|
|
John Fredriksen
(Name)
|
I. |
Amber Shipowning Ltd. a corporation organized and existing under the laws of the Malta and having its registered office at 61 St Paul Street, Valletta, VKT1212 ("Amber Shipowning");
|
II. |
Opal Shipowning Ltd., a corporation organized and existing under the laws of the Malta and having its registered office at 61 St Paul Street, Valletta, VKT1212 ("Opal Shipowning" and together with Amber Shipowning, the "Sellers");
|
III. |
Hemen Holding Limited, a company incorporated under the laws of Cyprus;
|
IV. |
Sterna Finance Ltd. a limited liability company incorporated under the laws of Bermuda;
|
(a) |
Amber Shipowning has entered into a memorandum of agreement with Golden Amber Inc. (a company organized and existing under the laws of Liberia) ("Golden Amber") dated on or around the date hereof (the "Amber MOA") for the purchase of vessel SEA AMBER, IMO Number 9458987 (the "Amber Vessel"), a copy of the Amber MOA is attached as Appendix 1;
|
(b) |
Opal Shipowning has entered into a shipbuilding acquisition agreement with Golden Opal Inc. (a company organized and existing under the laws of Liberia) ("Golden Opal", together with Golden Amber, the "Buyers") dated on or around the date hereof (the "Acquisition Agreement") for the purchase of vessel SEA OPAL, IMO number 9470404 (the "Opal Vessel" and together with Amber Vessel, the "Vessels"), a copy of the Acquisition Agreement is attached as Appendix 2:
|
(c) |
The purchase price for the Vessels shall be settled by (i) the issuance of 3,300,000 new consideration shares from Golden Ocean Group Limited (an entity nominated by the Buyers) and (ii) a loan of USD11,250,000 per Vessel;
|
(d) |
Hemen Holding Ltd has agreed to receive the 3,300,000 new consideration shares on behalf of the Sellers;
|
(e) |
Sterna Finance Ltd. has agreed to provide the loan to the Buyers on behalf of the Sellers; and
|
(f) |
this Agreement sets out certain agreements between the Parties relating to the purchase of the Vessels.
|
1. |
SALE AND PURCHASE
|
2. |
CONSIDERATON
|
2.1 |
Pursuant to the Amber MOA and the Acquisition Agreement, the consideration for the Vessels shall be settled by an in-kind element and a credit element as follows on Closing;
|
(i) |
Golden Ocean Group Limited (the "Parent") shall issue to Hemen Holding Ltd ("Hemen") 1,650,000 new ordinary shares per Vessel (being 3,300,000 shares in aggregate) (the "Consideration Shares"); and
|
(ii) |
Sterna Finance Ltd. (the "Lender") shall grant the Buyers a credit in the amount of USD 11,250,000 per Vessel as further regulated in the loan agreements (the "Loan Agreements") entered into on or about the date of this Agreement. The obligations of the Buyers under the Loan Agreements shall be guaranteed by Golden Ocean Holdings Limited.
|
2.2 |
The issuance of the Consideration Shares by the Parent to Hemen and the assumption of the loan of USD 11,250,000 per Vessel, pursuant to the Loan Agreements, will constitute full and final settlement of the Consideration as between the Sellers and the Buyers for the sale and purchase of the Vessels.
|
3. |
CLOSING
|
4. |
SETTLEMENT OF CONSIDERATION SHARES
|
4.1 |
The Sellers hereby acknowledge and agree that they have assigned their entitlement to the Consideration Shares to Hemen, whereby Hemen as of Closing owes the Sellers an amount of USD 23,562,000 in total (the "Consideration Shares Payment") (allocated 50/50 between the Sellers), which is an amount equal to the value of the Consideration Shares. Hemen hereby agrees to become the holder of the Consideration Shares.
|
4.2 |
Hemen shall settle the Consideration Shares Payment by way of cash payment, or as otherwise agreed between the respective Parties, no later than 10 business days following Closing.
|
5. |
SETTLEMENT OF LOAN
|
6. |
MISCELLANEOUS
|
6.1 |
If any provision of this Agreement is or becomes invalid or unenforceable, such invalidity or enforceability shall not affect the validity and enforceability of the remaining provisions hereof. In such event the parties shall substitute the invalid and/or unenforceable provision(s) by valid and enforceable provision(s) implementing the intentions of the parties.
|
6.2 |
Any amendment, modification or variation of this Agreement and any waiver hereunder shall be made in writing. The parties hereto may not waive this requirement other than in writing.
|
6.3 |
No party shall be entitled to transfer all or part of its liabilities, obligations or benefits under this Agreement without the other parties' prior written consent.
|
6.4 |
Except as specifically amended by this Agreement, all other terms and conditions of the Shipbuilding Contract remain unchanged and in full force and effect.
|
7. |
GOVERNING LAW AND DISPUTES
|
7.1 |
This Agreement including its validity shall be governed by and construed in accordance with the laws of England and Wales.
|
7.2 |
Any and all disputes arising out of or in connection with this Agreement and/or concerning its validity shall be finally settled by arbitration in London, England in accordance with English law.
|
|
Norwegian Shipbrokers' Association's
|
|
Memorandum of Agreement for sale and
|
|
purchase of ships. Adopted by BIMCO in 1956.
|
|
Code-name
|
|
SALEFORM 2012
|
|
Revised 1966, 1983 and 1986/87, 1993 and 2012
|
1. |
Purchase Price
|
|
|
|
3. |
Payment
|
(i) |
|
(ii) |
|
4. |
Inspection
|
5. |
Time and place of delivery and notices
|
6. |
Divers Inspection / Drydocking
(a)* |
(i) |
The Buyers shall have the option at their cost and expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. Such option shall be declared latest nine (9) days prior to the Vessel's intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. The Sellers shall at their cost and expense make the Vessel available for such inspection. This inspection shall be carried out without undue delay and in the presence of a Classification Society surveyor arranged for by the Sellers and paid for by the Buyers. The Buyers' representative(s) shall have the right to be present at the diver's inspection as observer(s) only without interfering with the work or decisions of the Classification Society surveyor. The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of the Classification Society. If the conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at their cost and expense make the Vessel available at a suitable alternative place near to the delivery port, in which event the Cancelling Date shall be extended by the additional time required for such positioning and the subsequent re-positioning. The Sellers may not tender Notice of Readiness prior to completion of the underwater inspection.
|
(ii) |
If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel's class, then (1) unless repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel's underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society's rules (2) such defects shall be made good by the Sellers at their cost and expense to the satisfaction of the Classification Society without condition/recommendation** and (3) the Sellers shall pay for the underwater inspection and the Classification Society's attendance.
|
(iii) |
If the Vessel is to be drydocked pursuant to Clause 6(a)(ii) and no suitable dry-docking facilities are available at the port of delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are available, whether within or outside the delivery range as per Clause 5(a). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5(a) which shall, for the purpose of this Clause, become the new port of delivery. In such event the Cancelling Date shall be extended by the additional time required for the drydocking and extra steaming, but
|
(i) |
The Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of the Classification surveyor. If such survey is not required by the Classification Society, the Buyers shall have the option to require the tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey being in accordance with the Classification Society's rules for tailshaft survey and consistent with the current stage of the Vessel's survey cycle. The Buyers shall declare whether they require the tailshaft to be drawn and surveyed not later than by the completion of the inspection by the Classification Society. The drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system be condemned or found defective so as to affect the Vessel's class, those parts shall be renewed or made good at the Sellers' cost and expense to the satisfaction of Classification Society without condition/recommendation**.
|
(ii) |
The costs and expenses relating to the survey of the tailshaft system shall be borne by the Buyers unless the Classification Society requires such survey to be carried out or if parts of the system are condemned or found defective or broken so as to affect the Vessel's class, in which case the Sellers shall pay these costs and expenses.
|
(iii) |
The Buyers' representative(s) shall have the right to be present in the drydock, as observer(s) only without interfering with the work or decisions of the Classification Society surveyor.
|
(iv) |
The Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk, cost and expense without interfering with the Sellers' or the Classification Society surveyor's work, if any, and without affecting the Vessel's timely delivery. If, however, the Buyers' work in drydock is still in progress when the Sellers have completed the work which the Sellers are required to do, the additional docking time needed to complete the Buyers' work shall be for the Buyers' risk, cost and expense. In the event that the Buyers' work requires such additional time, the Sellers may upon completion of the Sellers' work tender Notice of Readiness for delivery whilst the Vessel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel is in drydock or not.
|
7. |
Spares, bunkers and other items
|
8. |
Documentation
|
(i) |
Legal Bill(s) of Sale in a form recordable in the Buyers' Nominated Flag State, transferring title of the Vessel and stating that the Vessel is free from all mortgages, encumbrances and maritime liens or any other debts whatsoever, duly notarially attested and legalised or apostilled, as required by the Buyers' Nominated Flag State;
|
(ii) |
Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to authorise the execution, delivery and performance of this Agreement;
|
(iii) |
Power of Attorney of the Sellers appointing one or more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate);
|
(iv) |
Certificate or Transcript of Registry issued by the competent authorities of the flag state on the date of delivery evidencing the Sellers' ownership of the Vessel and that the Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting with the original to be sent to the Buyers as soon as possible after delivery of the Vessel;
|
(v) |
Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of condition/recommendation;
|
(vi) |
Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and provide a certificate or other official evidence of deletion to the Buyers promptly and latest within four (4) weeks after the Purchase Price has been paid and the Vessel has been delivered;
|
(vii) |
A copy of the Vessel's Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the Vessel's registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly executed Form 2 stating the date on which the Vessel shall cease to be registered with the Vessel's registry;
|
(viii) |
Commercial Invoice for the Vessel;
|
(ix) |
Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases;
|
(x) |
A copy of the Sellers' letter to their satellite communication provider cancelling the Vessel's communications contract which is to be sent immediately after delivery of the Vessel;
|
(xi) |
Any additional documents as may reasonably be required by the competent authorities of the Buyers' Nominated Flag State for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement; and
|
(xii) |
The Sellers' letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any nation or international organisation.
|
(i) |
Evidence that all necessary corporate, shareholder and other action has been taken by the Buyers to authorise the execution, delivery and performance of this Agreement; and
|
(ii) |
Power of Attorney of the Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate).
|
9. |
Encumbrances
|
10. |
Taxes, fees and expenses
|
11. |
Condition on delivery
|
12. |
Name/markings
|
13. |
Buyers' default
|
14. |
Sellers' default
|
15. |
Buyers' representatives
|
17. |
Notices
|
18. |
Entire Agreement
|
For and on behalf of the Sellers
|
For and on behalf of the Buyers
|
|||
Name:
|
Spyros Episkopou
|
Name:
|
Georgina Sousa
|
|
Title:
|
Director
|
Title:
|
Director |
19. |
BACKGROUND
|
20. |
PAYMENT
|
20.1 |
The Purchase Price for the Vessel shall be settled in accordance with Clauses 20.2 and 20.3 and all other sums payable on delivery by the Buyers to the Sellers under this Agreement (i.e. bunkers, lubricating oils and other costs (if any) pursuant to Clause 7) shall be paid in full free of bank charges to the Sellers' Account.
|
20.2 |
On Delivery of the Vessel:
|
(i) |
the Buyers shall procure that Golden Ocean Group Limited shall issue to Hemen Holding Ltd (an entity nominated by the Sellers) the number of shares set out under "Share Consideration" in Clause 20.3 below, in respect to the Vessel only; and
|
(ii) |
the Sellers shall procure that Sterna Finance Limited shall enter into a Loan Agreement in the form set out in Appendix 1 of this Agreement, granting the Buyers a loan in respect of the Vessel in the amount set out under "Loan Amount" in Clause 20.3 below. The obligations of the Buyers under the Loan Agreement shall be guaranteed by Golden Ocean Holdings Limited.
|
20.3 |
Payment Calculation:
|
1 Vessel Name
|
2 Share Consideration
Number of Shares to be issued by Golden Ocean Group Limited to Hemen Holding Ltd
|
3 Loan Amount (USD)
|
Sea Amber
|
1,650,000
|
11,250,000
|
21. |
ASSIGNMENT
|
22. |
CONFLICT
|
For and on behalf of the Sellers
|
||
/s/ Spyros Episkopou
|
||
Name: Spyros Episkopou
|
||
Capacity: Director
|
||
For and on behalf of the Buyers
|
||
/s/ Georgina E. Sousa
|
||
Name: Georgina E. Sousa
|
||
Capacity: Director
|
USD 11,250,000
LOAN AGREEMENT
dated 9th June 2017
between
Golden Amber Inc
as Borrower
Golden Ocean Holdings Limited
as Guarantor
and
Sterna Finance Ltd
as Lender
|
||
www.bahr.no
|
CONTENTS
|
|
Clause
|
Page
|
1.
|
DEFINITIONS AND INTERPRETATION
|
3
|
2.
|
THE LOAN
|
5
|
3.
|
PURPOSE
|
5
|
4.
|
REPAYMENT
|
5
|
5.
|
REDUCTION, PREPAYMENT AND CANCELLATION
|
5
|
6.
|
INTEREST
|
6
|
7.
|
INTEREST PERIODS
|
6
|
8.
|
TAX GROSS UP AND INDEMNITIES
|
7
|
9.
|
REPRESENTATIONS and warranties
|
8
|
10.
|
GENERAL UNDERTAKINGS
|
9
|
11.
|
EVENTS OF DEFAULT
|
9
|
12.
|
SET-OFF
|
11
|
13.
|
MISCELLANEOUS
|
11
|
14.
|
Governing law and jurisdiction
|
12
|
(1) |
Golden Amber Inc, a company incorporated under the laws of Liberia with its registered address at 80 Broad Street Monrovia Liberia (the "Borrower"); and
|
(2) |
Golden Ocean Holdings Limited, a company incorporated under the laws of Bermuda with its registered address at Par La Ville Place, 14th Par La Ville Road, 4th Floor, Hamilton HM 08, Bermuda (the "Guarantor"),
|
(3) |
Sterna Finance Limited, a company incorporated under the laws of Bermuda with its registered address at Par La Ville Place, 14th Par La Ville Road, 4th Floor, Hamilton HM 08, Bermuda, and Registration Number 50970 (the "Lender").
|
(A) |
The Borrower has entered into an agreement with Amber Shipowning Inc to acquire one 2017 ice class Panamax vessel, Sea Amber, (the "Vessel" and the "Vessel Purchase Agreement");
|
(B) |
it has been agreed that the purchase price for the Vessel shall be settled partly with 1,650,000 shares in the Borrower's ultimate parent, Golden Ocean Group Limited, partly through a USD 11,250,000 seller's credit (the "Loan"); and
|
(C) |
the Lender has agreed to grant the Loan to the Borrower on the terms and conditions of this Agreement.
|
1. |
DEFINITIONS AND INTERPRETATION
|
1.1 |
Definitions
|
(a) |
any person, other than Hemen Holdings Limited and/or one or more companies controlled directly or indirectly with more than fifty per cent (50%) by trusts established by Mr John Fredriksen for the benefit of his immediate family ("Trusts"), or group of persons acting in concert, obtains more than fifty per cent (50%) of the voting rights or share capital or otherwise control the appointment of members of the board of directors of Golden Ocean Group Limited; or
|
(b) |
Hemen Holdings Limited and/or one or more companies controlled directly or indirectly with more than fifty per cent (50%) by one or more Trusts ceases to own a minimum of twenty per cent (20%) of the voting rights or share capital or otherwise control the appointment of members of the board of directors of Golden Ocean Group Limited.
|
(a) |
the business, operation, assets or condition (financial or otherwise) of the Borrower; or
|
(b) |
the ability of the Borrower to perform any of its obligations under the Agreement.
|
(a) |
has direct or indirect control; or
|
(b) |
owns directly or indirectly more than fifty (50) per cent (votes and capital),
|
1.2 |
Construction
|
(a) |
words denoting the singular number shall include the plural and vice versa; and
|
(b) |
references to a "person" shall include any individual, firm, partnership, joint venture, company, corporation, trust, fund, body, corporate, unincorporated body of persons, or any state or any agency of a state or association (whether or not having separate legal personality); and
|
(c) |
an Event of Default is "continuing" if it has not been remedied or waived.
|
2. |
THE LOAN
|
3. |
PURPOSE
|
3.1 |
Purpose
|
4. |
REPAYMENT
|
5. |
REDUCTION, PREPAYMENT AND CANCELLATION
|
5.1 |
Mandatory reduction – illegality
|
(a) |
the Lender shall promptly notify the Borrower (specifying the obligations the performance of which is thereby rendered unlawful and the law giving rise to the same); and
|
(b) |
the Borrower shall repay all amounts outstanding under this Agreement in full on the last day of the Interest Period occurring after the Lender has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Borrower (being no earlier than the last day of any applicable grace period permitted by law).
|
5.2 |
Mandatory reduction – Change of Control
|
5.3 |
Voluntary prepayment
|
6. |
INTEREST
|
6.1 |
Interest
|
(a) |
Margin; and
|
(b) |
LIBOR.
|
6.2 |
Payment of interest
|
6.3 |
Default interest
|
7. |
INTEREST PERIODS
|
7.1 |
Interest Periods
|
(a) |
The Interest Period for the Loan is 3 months and the start of the first Interest Period is the date of delivery of the Vessel to the buyer(s) under the Vessel Purchase Agreement.
|
(b) |
An Interest Period for the Loan shall not extend beyond the Maturity Date.
|
7.2 |
Non-Business Days
|
8. |
TAX GROSS UP
|
8.1 |
Tax Gross-up
|
8.2 |
Value added tax
|
9. |
GUARANTEE AND INDEMNITY
|
9.1 |
Guarantee and indemnity
|
(a) |
guarantees to the Lender, as and for its own debt and not merely as surety, the due and punctual observance and performance by the Borrower's obligations under this Agreement;
|
(b) |
undertakes with the Lender that whenever the Borrower does not pay any amount when due under or in connection with this Agreement, that Guarantor shall immediately on demand by the Lender pay that amount as if it was the principal obligor; and
|
(c) |
indemnify the Lender immediately on demand against any cost, loss or liability suffered by the Lender if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount, which the Lender would otherwise have been entitled to recover.
|
9.2 |
Continuing guarantee
|
9.3 |
Number of claims
|
9.4 |
Survival of Guarantor's liability
|
(a) |
any time, waiver, consent, forbearance or other indulgence given or agreed by the Lender with the Borrower in respect of the Borrower's obligations under this Agreement; or
|
(b) |
any legal limitation, disability or incapacity of the Borrower related to this Agreement; or
|
(c) |
any amendments to or variations of this Agreement agreed by the Lender with the Borrower; or
|
(d) |
the liquidation, bankruptcy or dissolution (or proceedings analogous thereto) of the Borrower; or
|
(e) |
any other circumstance which might otherwise constitute a defence available to, or discharge of, the Borrower.
|
10. |
REPRESENTATIONS AND WARRANTIES
|
10.1 |
Power and authority
|
10.2 |
Non-conflict with other obligations
|
10.3 |
No misleading information
|
(a) |
Any factual information provided by the Borrower was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.
|
(b) |
The financial projections delivered to the Lender have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.
|
10.4 |
No proceedings pending or threatened
|
10.5 |
Good title to assets
|
10.6 |
Insolvency
|
11. |
GENERAL UNDERTAKINGS
|
11.1 |
Compliance with laws
|
11.2 |
Disposals
|
11.3 |
Change of business
|
11.4 |
No mergers etc.
|
11.5 |
Transactions with Affiliates
|
11.6 |
Negative pledge
|
11.7 |
Borrowings
|
12. |
EVENTS OF DEFAULT
|
12.1 |
Non-payment
|
12.2 |
Other obligations
|
(a) |
An Obligor does not comply with any provision of the Agreement (other than those referred to in Clause 12.1 (Non-payment); and
|
(b) |
no Event of Default under (a) above will occur if the failure to comply is (in the reasonable opinion of the Lender) capable of remedy and is remedied within fifteen (15) Business Days of the earlier of the Lender giving notice to the Obligors or the Obligors becoming aware of the failure to comply.
|
12.3 |
Misrepresentation
|
12.4 |
Cross default
|
(a) |
Any financial indebtedness of any of the Obligors or its Subsidiaries is not paid when due nor within any originally applicable grace period;
|
(b) |
any financial indebtedness of any of the Obligors or its Subsidiaries is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described);
|
(c) |
any commitment for any financial indebtedness of the Obligors and its Subsidiaries is cancelled or suspended by a creditor of the Obligors as a result of an event of default (however described); or
|
(d) |
any creditor of the Obligors or its Subsidiaries becomes entitled to declare any financial indebtedness due and payable prior to its specified maturity as a result of an event of default (however described);
|
12.5 |
Insolvency and Insolvency proceedings
|
(a) |
Any corporate action, legal proceedings or other procedure or step is taken in relation to the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any of the Obligors;
|
(b) |
Any Obligor is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness;
|
(c) |
the value of the assets of any of the Obligors is less than its liabilities (taking into account contingent and prospective liabilities);
|
(d) |
a composition, compromise, assignment or arrangement with any creditor of any of the Obligors;
|
(e) |
the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any of the Obligors or any of its assets; or
|
(f) |
any analogous procedure or step is taken in any jurisdiction.
|
12.6 |
Creditors' process
|
12.7 |
Unlawfulness
|
12.8 |
Acceleration
|
(a) |
declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Agreement be immediately due and payable, whereupon they shall become immediately due and payable; and/or
|
(b) |
declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Lender.
|
13. |
SET-OFF
|
14. |
MISCELLANEOUS
|
14.1 |
No set-off by the Obligors
|
14.2 |
Business Days
|
(a) |
Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).
|
(b) |
During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.
|
15. |
GOVERNING LAW AND JURISDICTION
|
(a) |
This Agreement shall be governed by and construed in accordance with Norwegian law.
|
(b) |
Subject to paragraph (c) below, the courts of Norway shall have exclusive jurisdiction over matters arising out of or in connection with this Agreement with Oslo district court (Norwegian: tingrett) as agreed legal venue.
|
(c) |
The submission to the jurisdiction of Norway shall not limit the right of the Lender to take proceedings against the Borrower in any court which may otherwise exercise jurisdiction over the Borrower or any of its assets.
|
As Borrower:
|
As Lender:
|
|
/s/ Georgina E. Sousa
|
/s/ Georgina E. Sousa
|
|
Name: Georgina E. Sousa
|
Name: Georgina E. Sousa
|
|
Title: Director
|
Title: Director
|
|
Company: Golden Amber Inc.
|
Company: Sterna Finance Ltd.
|
As Guarantor:
|
/s/ Georgina E. Sousa
|
Name: Georgina E. Sousa
|
Title: Director
|
Company: Golden Ocean Holdings Limited
|
1. |
OPAL SHIPOWNING LTD., a corporation organized and existing under the laws of the Malta and having its registered office at 61 St Paul Street, Valletta, VKT1212 (the "Original Buyer"); and
|
2. |
GOLDEN OPAL INC., a company organized and existing under the laws of Liberia and having its registered office at 80 Broad Street, Monrovia, Liberia (the "New Buyer");
|
(a) |
by a deed of assignment dated 18 July 2016 (the "Deed of Assignment"), the erstwhile buyer Plomari Shipping S.A. assigned to the Original Buyer, all right, title and interest in the shipbuilding contract dated 6 December 2006, as amended and supplemented pursuant to an amendment agreement dated 18 July 2016 (the "Amendment Agreement"), an amendment agreement dated 27 October 2016 (the "Secondment Amendment Agreement") and an amendment agreement dated 15 February 2017 (the "Third Amendment Agreement") (together the "Shipbuilding Contract") for the construction and sale of one (1) Panamax bulk carrier, bearing Hull No. PO18 being built at Pipavav shipyard (the "Vessel");
|
(b) |
the Original Buyer wishes to sell the Shipbuilding Contract to the New Buyer and will nominate the New Buyer as the buyer under the shipbuilding Contract in agreement with Reliance Defence and Engineering Limited (the "Builder") which has granted its consent to such nomination and that the rights under the Shipbuilding Contract shall by the terms of this Agreement be deemed assigned and transferred to the New Buyer; and
|
(c) |
this Agreement sets out the terms and conditions and the consideration payable by the New Buyer for the purchase of the Shipbuilding Contract.
|
1. |
INTERPRETATION
|
1.1 |
Capitalised terms not defined herein shall have such meaning ascribed to them in the Shipbuilding Contract unless otherwise defined herein.
|
2. |
ASSIGNMENT
|
2.1 |
With effect from the date the Builder confirms in writing the nomination of the New Buyer, the Original Buyer absolutely transfers any and all of its rights under the Shipbuilding Contract to the New Buyer, including the right to take and accept delivery of the Vessel from the Builder and the benefit to all rights under the Builder's warranty of quality in respect of the Vessel.
|
2.2 |
The Parties hereby agree and acknowledge that the Original Buyer shall pay the Purchase Price, including the release of the Deposit (as defined in the Shipbuilding Contract) and for all remaining bunkers and unused lubricating and hydraulic oils and greases ("ROB"), to the Builder in accordance with the provisions of the Shipbuilding Contract and the New Buyer shall incur no obligation or liability whatsoever in the event of non-payment of the Purchase Price and ROB to the Builder. Post-delivery of the Vessel, the New Buyer shall reimburse the Original Buyer for the cost of ROB paid to the Builder, as evidenced by vouchers.
|
2.3 |
Notwithstanding clause 2.1 and 2.2, should the Shipbuilding Contract for any reason be cancelled, the New Buyer and the Original Buyer shall jointly co-operate and take such action as required to effect the release of the Deposit to the Original Buyer. The New Buyer shall have no rights towards the Original Buyer in the event the Shipbuilding Contract is cancelled.
|
3. |
CONSIDERATON
|
3.1 |
The total consideration payable by the New Buyer for the transfer and assignment of the rights under the Shipbuilding Contract shall be settled in accordance with section 3.2 below (the "Consideration").
|
3.2 |
The Consideration shall be settled by an in-kind element and a credit element as follows on Closing;
|
(i) |
The New Buyer shall procure that Golden Ocean Group Limited (the "Parent") issues to Hemen Holding Ltd (an entity nominated by the Original Buyer) 1,650,000 new ordinary shares in the Parent (the "Consideration Shares"); and
|
(ii) |
The Original Buyer shall procure that Sterna Finance Limited (a corporation existing under the laws of Bermuda) (the "Lender") shall grant New Buyer a credit in the amount of USD 11,250,000 as further regulated in a seller's credit agreement (the "Seller's Credit Agreement") entered into on or about the date hereof and withdrawal of the full amount under the Seller's Credit Agreement and payment of the USD 11,250,000 to the Original Buyer shall be deemed to have been made upon consummation of the Closing. The obligations of the Buyers under the Seller's Credit Agreement shall be guaranteed by Golden Ocean Holdings Limited.
|
3.3 |
The issuance of the Consideration Shares by the Parent to Hemen Holding Ltd and the incurring of the USD 11,250,000 debt pursuant to the Seller's Credit Agreement towards the Lender shall constitute full and final settlement of the Consideration as between the Original Buyer and the New Buyer.
|
4. |
CLOSING / DELIVERY
|
4.1 |
The payment of the Consideration and the transfer and assignment of the Shipbuilding Contract ("Closing") shall take place simultaneously with and on the same date as the Vessel is delivered by the Builder to the New Buyer (as the nominated buyer of the Original Buyer).
|
4.2 |
The Vessel shall be delivered to the New Buyer unregistered and the New Buyer shall be responsible to register the Vessel in its name in the Marshall Islands Ship Registry (or such other ship register as the New Buyer may decide). The Vessel shall not be registered in the Malta Ship Register.
|
4.3 |
The Original Buyer shall provide to the New Buyer such documents as the New Buyer shall reasonably request in connection with the registration of the Vessel in the Marshall Islands (or other) Ship Registry, including but not limited to, a Declaration of Non-Registration in the Malta Ship Registry to be issued by Transport Malta or if that is not obtainable to be issued by the Original Buyer.
|
5. |
MISCELLANEOUS
|
5.1 |
If any provision of this Agreement is or becomes invalid or unenforceable, such invalidity or enforceability shall not affect the validity and enforceability of the remaining provisions hereof. In such event the Parties shall substitute the invalid and/or unenforceable provision(s) by valid and enforceable provision(s) implementing the intentions of the Parties.
|
5.2 |
Any amendment, modification or variation of this Agreement and any waiver hereunder shall be made in writing. The parties hereto may not waive this requirement other than in writing.
|
5.3 |
No Party shall be entitled to transfer all or part of its liabilities, obligations or benefits under this Agreement without the other Party's prior written consent.
|
5.4 |
Except as specifically amended by this Agreement, all other terms and conditions of the Shipbuilding Contract remain unchanged and in full force and effect.
|
6. |
GOVERNING LAW AND DISPUTES
|
6.1 |
This Agreement including its validity shall be governed by and construed in accordance with English law.
|
6.2 |
Any and all disputes arising out of or in connection with this Agreement and/or concerning its validity shall be finally settled by arbitration in London, England in accordance with the terms of clause 1.20 of the Amendment Agreement which shall be deemed to be incorporation into this Agreement as if they had been set out herein.
|
USD 11,250,000
LOAN AGREEMENT
dated 9th June 2017
between
Golden Opal Inc
as Borrower
Golden Ocean Holdings Limited
as Guarantor
and
Sterna Finance Ltd
as Lender
|
||
www.bahr.no
|
CONTENTS
|
|
Clause
|
Page
|
1.
|
DEFINITIONS AND INTERPRETATION
|
3
|
2.
|
THE LOAN
|
5
|
3.
|
PURPOSE
|
5
|
4.
|
REPAYMENT
|
5
|
5.
|
REDUCTION, PREPAYMENT AND CANCELLATION
|
5
|
6.
|
INTEREST
|
6
|
7.
|
INTEREST PERIODS
|
6
|
8.
|
TAX GROSS UP AND INDEMNITIES
|
7
|
9.
|
REPRESENTATIONS and warranties
|
8
|
10.
|
GENERAL UNDERTAKINGS
|
9
|
11.
|
EVENTS OF DEFAULT
|
9
|
12.
|
SET-OFF
|
11
|
13.
|
MISCELLANEOUS
|
11
|
14.
|
Governing law and jurisdiction
|
12
|
(1) |
Golden Opal Inc, a company incorporated under the laws of Liberia with its registered address at 80 Broad Street Monrovia Liberia (the "Borrower"); and
|
(2) |
Golden Ocean Holdings Limited, a company incorporated under the laws of Bermuda with its registered address at Par La Ville Place, 14th Par La Ville Road, 4th Floor, Hamilton HM 08, Bermuda (the "Guarantor"),
|
(3) |
Sterna Finance Limited, a company incorporated under the laws of Bermuda with its registered address at Par La Ville Place, 14th Par La Ville Road, 4th Floor, Hamilton HM 08, Bermuda, and Registration Number 50970 (the "Lender").
|
(A) |
The Borrower has entered into an agreement with Opal Shipowning Inc to acquire one 2017 Panamax vessel, Sea Opal, (the "Vessel" and the "Vessel Purchase Agreement");
|
(B) |
it has been agreed that the purchase price for the Vessel shall be settled partly with 1,650,000 shares in the Borrower's ultimate parent, Golden Ocean Group Limited, partly through a USD 11,250,000 seller's credit (the "Loan"); and
|
(C) |
the Lender has agreed to grant the Loan to the Borrower on the terms and conditions of this Agreement.
|
1. |
DEFINITIONS AND INTERPRETATION
|
1.1 |
Definitions
|
(a) |
any person, other than Hemen Holdings Limited and/or one or more companies controlled directly or indirectly with more than fifty per cent (50%) by trusts established by Mr John Fredriksen for the benefit of his immediate family ("Trusts"), or group of persons acting in concert, obtains more than fifty per cent (50%) of the voting rights or share capital or otherwise control the appointment of members of the board of directors of Golden Ocean Group Limited; or
|
(b) |
Hemen Holdings Limited and/or one or more companies controlled directly or indirectly with more than fifty per cent (50%) by one or more Trusts ceases to own a minimum of twenty per cent (20%) of the voting rights or share capital or otherwise control the appointment of members of the board of directors of Golden Ocean Group Limited.
|
(a) |
the business, operation, assets or condition (financial or otherwise) of the Borrower; or
|
(b) |
the ability of the Borrower to perform any of its obligations under the Agreement.
|
(a) |
has direct or indirect control; or
|
(b) |
owns directly or indirectly more than fifty (50) per cent (votes and capital),
|
1.2 |
Construction
|
(a) |
words denoting the singular number shall include the plural and vice versa; and
|
(b) |
references to a "person" shall include any individual, firm, partnership, joint venture, company, corporation, trust, fund, body, corporate, unincorporated body of persons, or any state or any agency of a state or association (whether or not having separate legal personality); and
|
(c) |
an Event of Default is "continuing" if it has not been remedied or waived.
|
2. |
THE LOAN
|
3. |
PURPOSE
|
3.1 |
Purpose
|
4. |
REPAYMENT
|
5. |
REDUCTION, PREPAYMENT AND CANCELLATION
|
5.1 |
Mandatory reduction – illegality
|
(a) |
the Lender shall promptly notify the Borrower (specifying the obligations the performance of which is thereby rendered unlawful and the law giving rise to the same); and
|
(b) |
the Borrower shall repay all amounts outstanding under this Agreement in full on the last day of the Interest Period occurring after the Lender has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Borrower (being no earlier than the last day of any applicable grace period permitted by law).
|
5.2 |
Mandatory reduction – Change of Control
|
5.3 |
Voluntary prepayment
|
6. |
INTEREST
|
6.1 |
Interest
|
(a) |
Margin; and
|
(b) |
LIBOR.
|
6.2 |
Payment of interest
|
6.3 |
Default interest
|
7. |
INTEREST PERIODS
|
7.1 |
Interest Periods
|
(a) |
The Interest Period for the Loan is 3 months and the start of the first Interest Period is the date of delivery of the Vessel to the buyer(s) under the Vessel Purchase Agreement.
|
(b) |
An Interest Period for the Loan shall not extend beyond the Maturity Date.
|
7.2 |
Non-Business Days
|
8. |
TAX GROSS UP
|
8.1 |
Tax Gross-up
|
8.2 |
Value added tax
|
9. |
GUARANTEE AND INDEMNITY
|
9.1 |
Guarantee and indemnity
|
(a) |
guarantees to the Lender, as and for its own debt and not merely as surety, the due and punctual observance and performance by the Borrower's obligations under this Agreement;
|
(b) |
undertakes with the Lender that whenever the Borrower does not pay any amount when due under or in connection with this Agreement, that Guarantor shall immediately on demand by the Lender pay that amount as if it was the principal obligor; and
|
(c) |
indemnify the Lender immediately on demand against any cost, loss or liability suffered by the Lender if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount, which the Lender would otherwise have been entitled to recover.
|
9.2 |
Continuing guarantee
|
9.3 |
Number of claims
|
9.4 |
Survival of Guarantor's liability
|
(a) |
any time, waiver, consent, forbearance or other indulgence given or agreed by the Lender with the Borrower in respect of the Borrower's obligations under this Agreement; or
|
(b) |
any legal limitation, disability or incapacity of the Borrower related to this Agreement; or
|
(c) |
any amendments to or variations of this Agreement agreed by the Lender with the Borrower; or
|
(d) |
the liquidation, bankruptcy or dissolution (or proceedings analogous thereto) of the Borrower; or
|
(e) |
any other circumstance which might otherwise constitute a defence available to, or discharge of, the Borrower.
|
10. |
REPRESENTATIONS AND WARRANTIES
|
10.1 |
Power and authority
|
10.2 |
Non-conflict with other obligations
|
10.3 |
No misleading information
|
(a) |
Any factual information provided by the Borrower was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.
|
(b) |
The financial projections delivered to the Lender have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.
|
10.4 |
No proceedings pending or threatened
|
10.5 |
Good title to assets
|
10.6 |
Insolvency
|
11. |
GENERAL UNDERTAKINGS
|
11.1 |
Compliance with laws
|
11.2 |
Disposals
|
11.3 |
Change of business
|
11.4 |
No mergers etc.
|
11.5 |
Transactions with Affiliates
|
11.6 |
Negative pledge
|
11.7 |
Borrowings
|
12. |
EVENTS OF DEFAULT
|
12.1 |
Non-payment
|
12.2 |
Other obligations
|
(a) |
An Obligor does not comply with any provision of the Agreement (other than those referred to in Clause 12.1 (Non-payment); and
|
(b) |
no Event of Default under (a) above will occur if the failure to comply is (in the reasonable opinion of the Lender) capable of remedy and is remedied within fifteen (15) Business Days of the earlier of the Lender giving notice to the Obligors or the Obligors becoming aware of the failure to comply.
|
12.3 |
Misrepresentation
|
12.4 |
Cross default
|
(a) |
Any financial indebtedness of any of the Obligors or its Subsidiaries is not paid when due nor within any originally applicable grace period;
|
(b) |
any financial indebtedness of any of the Obligors or its Subsidiaries is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described);
|
(c) |
any commitment for any financial indebtedness of the Obligors and its Subsidiaries is cancelled or suspended by a creditor of the Obligors as a result of an event of default (however described); or
|
(d) |
any creditor of the Obligors or its Subsidiaries becomes entitled to declare any financial indebtedness due and payable prior to its specified maturity as a result of an event of default (however described);
|
12.5 |
Insolvency and Insolvency proceedings
|
(a) |
Any corporate action, legal proceedings or other procedure or step is taken in relation to the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any of the Obligors;
|
(b) |
Any Obligor is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness;
|
(c) |
the value of the assets of any of the Obligors is less than its liabilities (taking into account contingent and prospective liabilities);
|
(d) |
a composition, compromise, assignment or arrangement with any creditor of any of the Obligors;
|
(e) |
the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any of the Obligors or any of its assets; or
|
(f) |
any analogous procedure or step is taken in any jurisdiction.
|
12.6 |
Creditors' process
|
12.7 |
Unlawfulness
|
12.8 |
Acceleration
|
(a) |
declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Agreement be immediately due and payable, whereupon they shall become immediately due and payable; and/or
|
(b) |
declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Lender.
|
13. |
SET-OFF
|
14. |
MISCELLANEOUS
|
14.1 |
No set-off by the Obligors
|
14.2 |
Business Days
|
(a) |
Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).
|
(b) |
During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.
|
15. |
GOVERNING LAW AND JURISDICTION
|
(a) |
This Agreement shall be governed by and construed in accordance with Norwegian law.
|
(b) |
Subject to paragraph (c) below, the courts of Norway shall have exclusive jurisdiction over matters arising out of or in connection with this Agreement with Oslo district court (Norwegian: tingrett) as agreed legal venue.
|
(c) |
The submission to the jurisdiction of Norway shall not limit the right of the Lender to take proceedings against the Borrower in any court which may otherwise exercise jurisdiction over the Borrower or any of its assets.
|
As Borrower:
|
As Lender:
|
|
/s/ Georgina Sousa
|
/s/ Georgina E. Sousa
|
|
Name: Georgina E. Sousa
|
Name: Georgina E. Sousa
|
|
Title: Director
|
Title: Director
|
|
Company: Golden Opal Inc
|
Company: Sterna Finance Ltd.
|
As Guarantor:
|
/s/ Georgina E. Sousa
|
Name: Georgina E. Sousa
|
Title: Director
|
Company: Golden Ocean Holdings Limited
|