23.03.2015 16:29:46
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VLCCF - APPROVAL OF PROSPECTUS FOR THE SECONDARY LISTING OF KNIGHTSBRIDGE SHIPPING LIMITED ON THE OSLO STOCK EXCHANGE. LISTING APPLICATION APPROVED
March 23, 2015 - Knightsbridge Shipping Limited ("Knightsbridge") (to be renamed Golden Ocean Group Limited) has announced that, in connection with the previously announced merger between Knightsbridge and Golden Ocean Group Limited ("Golden Ocean"), its shares have been approved today for a secondary listing on the Oslo Stock Exchange, subject to the completion of the merger, registration in the VPS of the consideration shares issued in the merger to meet sections 2.4.7 and 9.2 (2) no. 2 of the Oslo Stock Exchange Listing Rules, and publication of an approved listing prospectus (see below).
Pending the consummation of the merger, which remains subject to shareholder approval and the satisfaction or waiver of certain other conditions included in the agreements, the following indicative timetable contains important dates relating to the merger and the commencement of trading of the combined company's shares on the Oslo Stock Exchange (subject to change):
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March 26, 2015: Special General Meetings of Golden Ocean and Knightsbridge to approve, among other things, the merger.
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March 31, 2015: Last day of trading in Golden Ocean shares inclusive of right to receive Knightsbridge shares as merger consideration.
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March 31, 2015: Last day of listing of Golden Ocean on the Oslo Stock Exchange.
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March 31, 2015: Registration of the completion of the merger with the Registrar of Companies in Bermuda (after close of trading on the Oslo Stock Exchange). Golden Ocean is dissolved.
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March 31, 2015: Change of corporate name of Knightsbridge to Golden Ocean Group Limited becomes effective.
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April 1, 2015: First day of trading in the shares of the merged company, named Golden Ocean Group Limited, on the Oslo Stock Exchange. The company will trade under its existing ticker "VLCCF" on April 1, 2015.
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April 7, 2015: First day of trading of Golden Ocean Group Limited under new ticker "GOGL".
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April 8, 2015: Delivery of Knightsbridge shares to eligible shareholders' accounts at the Norwegian Central Securities Depository (VPS): April 8, 2015
Shareholders of Golden Ocean as of the expiry of March 31, 2015 (cut-off date) as they will appear in Golden Ocean's shareholders register with the VPS as of expiry of April 7, 2015 (record date), will receive 0.13749 consideration share in Knightsbridge for each share they own in Golden Ocean as of expiry of the cut-off date as recorded with the VPS on the record date, rounded down to the nearest whole common share. Knightsbridge will not issue any fractional shares and each holder of a fractional share interest will be paid an amount in cash (without interest). Golden Ocean will be delisted from the Oslo Stock Exchange as a consequence of the merger, and the last day of trading of Golden Ocean shares will be March 31, 2015.
Trading in Knightsbridge (to be renamed Golden Ocean Group Limited) shares on the Oslo Stock Exchange will begin before delivery of the shares to eligible shareholders' VPS accounts. No account-to-account transactions and no transactions with settlement prior to April 8, 2015 will be allowed in this period.
Any changes in the indicative timing of the consummation of the merger and the first day of trading of the shares in Knightsbridge will be published by Golden Ocean and Knightsbridge through the Oslo Stock Exchange information system under the ticker codes "GOGL" and "VLCCF", respectively.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Knightsbridge Shipping Limited via Globenewswire
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