Reference is made to the announcement dated July 2, 2015, that
Frontline Ltd. (NYSE/OSE: FRO) ("Frontline") and Frontline 2012
Ltd. (NOTC: FRNT) ("Frontline 2012") have entered into an agreement
and plan of merger, pursuant to which the two companies have agreed
to enter into a merger transaction, with Frontline as the surviving
legal entity and Frontline 2012 becoming a wholly-owned subsidiary
of Frontline.
Reference is also made to the announcement dated
May 29, 2015, that Frontline had entered into a heads of agreement
to amend the terms of the long-term charter agreements with Ship
Finance International Limited ("Ship Finance") for the remainder of
the charter period, under which 55 million new shares in Frontline
were issued to Ship Finance on June 5, 2015.
As previously announced, Frontline and Frontline
2012 will hold special general meetings of shareholders to approve
the merger on November 30, 2015.
The Norwegian Financial Supervisory Authority
has today approved a prospectus dated November 16, 2015 for the
listing of (i) 55,000,000 new shares in Frontline, each with a par
value of USD 1.00, already issued in a share issue directed towards
Ship Finance pursuant to the agreement on amended charter structure
for the long-term charter agreements between Frontline and Ship
Finance, and (ii) up to 583,562,102 new shares in Frontline, each
with a par value of USD 1.00 (the "Merger Shares"), which form part
of the consideration for the merger (the "Prospectus").
The Prospectus will be available on
www.frontline.bm. Copies of the Prospectus may also be obtained by
contacting Frontline, c/o Frontline Management AS, tel: +47 23 11
40 00. Shareholders are urged to read the Prospectus carefully
because it contains important information on, among other things,
the merger, the exchange of Frontline 2012 shares for Frontline
shares upon consummation of the merger, Frontline and Frontline
2012 and admission to trading of the new shares in Frontline on the
Oslo Stock Exchange.
Pending the consummation of the merger, which
remains subject to shareholder approval, the following indicative
timetable contains important dates relating to the merger and the
commencement of trading of the Merger Shares in Frontline on the
Oslo Stock Exchange (subject to change):
November 30, 2015
- Special General Meetings of Frontline and Frontline 2012 to
approve the merger.
- Last day of trading in Frontline 2012 shares inclusive of right
to receive Merger Shares. Last day of listing of Frontline 2012 on
the Norwegian over-the-counter list (NOTC).
- Registration of the completion of the merger with the Registrar
of Companies in Bermuda (after close of trading on the Oslo Stock
Exchange and the NOTC).
December 1, 2015
- First day of trading on the Oslo Stock Exchange in the Merger
Shares.
December 2, 2015
- Record date for shareholders in Frontline 2012 with right to
Merger Shares.
December 3, 2015
- Delivery of Merger Shares to eligible Frontline 2012
shareholders' accounts at the Norwegian Central Securities
Depository (VPS). Trades during the period until delivery of the
Merger Shares to eligible Frontline 2012 shareholders' VPS accounts
will be settled on a T+2 basis. No account-to-account transactions
and no transactions with settlement prior to December 3, 2015 will
be allowed in the Merger Shares in this period.
Shareholders of Frontline 2012 as of the expiry
of November 30, 2015 (cut-off date) as they will appear in
Frontline 2012's shareholders register with the VPS as of expiry of
December 2, 2015 (record date), will receive 2.55 Merger Shares in
Frontline for each share they own in Frontline 2012 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. Frontline will not
issue any fractional shares and each holder of a fractional share
interest will be paid an amount in cash (without interest).
Any changes in the indicative timing of the
consummation of the merger will be published by Frontline through
the Oslo Stock Exchange information system.
The new shares issued to Ship Finance are
expected to commence trading on the Oslo Stock Exchange on November
17, 2015.
Important Information for Investors and
Shareholders
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. In connection with the
proposed transaction between Frontline and Frontline 2012,
Frontline has filed relevant materials with the Securities and
Exchange Commission (the "SEC"), including a registration statement
of Frontline on Form F-4 (File No. 333-206542), initially filed on
August 24, 2015 and subsequently amended, that includes a joint
proxy statement of Frontline 2012 and Frontline that also
constitutes a prospectus of Frontline. The registration statement
was declared effective by the SEC on November 9, 2015. A definitive
joint proxy statement/prospectus has been mailed to shareholders of
Frontline 2012 and Frontline. INVESTORS AND SECURITY HOLDERS OF
FRONTLINE 2012 AND FRONTLINE ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors
and security holders will be able to obtain free copies of the
registration statement and the joint proxy statement/prospectus
(when available) and other documents filed with or furnished to the
SEC by Frontline through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with or furnished
to the SEC by Frontline will be available free of charge on
Frontline's website at http://www.frontline.bm. Additional
information regarding the participants in the proxy solicitations
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the joint
proxy statement/prospectus and other relevant materials to be filed
with or furnished to the SEC when they become available.
Forward-Looking Statements
Matters discussed in this press release may
constitute forward-looking statements. Forward-looking statements
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, but not limited to "believe," "anticipate,"
"intends," "estimate," "forecast," "project," "plan," "potential,"
"may," "should," "expect," "pending" and similar expressions
identify forward-looking statements.
Forward-looking statements include, without
limitation, statements regarding:
- The effectuation of the transaction between Frontline and
Frontline 2012 described above;
- The delivery to and operation of assets by Frontline;
- Frontline's and Frontline 2012's future operating or financial
results;
- Future, pending or recent acquisitions, business strategy,
areas of possible expansion, and expected capital spending or
operating expenses; and
- Tanker market trends, including charter rates and factors
affecting vessel supply and demand.
The forward-looking statements in this press
release are based upon various assumptions, many of which are
based, in turn, upon further assumptions, including without
limitation, examination of historical operating trends, data
contained in records and other data available from third parties.
Although Frontline believes 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 the control of Frontline,
Frontline cannot assure you that they, or the combined company,
will achieve or accomplish these expectations, beliefs or
projections. In addition to these important factors, other
important factors that could cause actual results to differ
materially from those discussed in the forward-looking statements,
including the strength of world economies and currencies, general
market conditions, including fluctuations in charter rates and
vessel values, changes in demand for tanker shipping capacity,
changes in the combined company's operating expenses, including
bunker prices, drydocking and insurance costs, the market for the
combined company's 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 or political events, vessels breakdowns and instances
of off-hires and other factors. Please see Frontline's filings with
the SEC and the Prospectus for a more complete discussion of these
and other risks and uncertainties. The information set forth herein
speaks only as of the date hereof, and Frontline disclaims any
intention or obligation to update any forward-looking statements as
a result of developments occurring after the date of this
communication.
***
This information is subject to the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading
Act.
HUG#1967094
CONTACT: Inger Marie Klemp (CFO), +47 23 11 40 00
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