HAMILTON, BERMUDA - November 16, 2015
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
December 2, 2015
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.
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Frontline Ltd. via Globenewswire
HUG#1967094
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