Frontline Plc — M&A Activity 2023

Oct 9, 2023

FRO - Fully funded acquisition of 24 modern VLCCs from Euronav NV

FRO - Fully funded acquisition of 24 modern VLCCs from Euronav NV

Frontline plc ("Frontline") (NYSE and OSE: FRO), today announced that as an

integrated solution to the strategic and structural deadlock in Euronav NV

("Euronav"), Frontline has entered into agreements with Euronav to acquire a

high-quality ECO fleet of 24 VLCCs with an average age of 5.3 years, for an

aggregate purchase price of USD 2,350 million (the "Acquisition"). The

Acquisition is fully funded through the sale of Frontline's shares in Euronav to

CMB NV ("CMB") and an attractive debt package as described below.

In connection with the Acquisition, Frontline and Famatown Finance Limited

("Famatown") have agreed to sell all their shares in Euronav (representing

26.12% of Euronav's issued shares) to CMB at a price of USD 18.43 per share.

Following the acquisition of Euronav shares from Frontline and Famatown, CMB

will own 49.05% of Euronav's issued shares (representing 53% of the voting

rights in Euronav). The sale of the Euronav shares and the Acquisition set forth

above are inter-conditional, and such inter-conditionality has to be approved by

the Euronav shareholders meeting through a 50% +1 vote majority. The Acquisition

is further conditional upon customary anti-trust approvals and expected to close

in Q4 2023.

This transaction fortifies Frontline's position as one of the leading tanker

companies in the public domain and is expected to be highly accretive on

earnings and free cash flow per share. The key highlights of the Acquisition

are:

* Attractive fleet of 24 ECO VLCCs, of which 22 are Korean built and nine are

scrubber fitted. All vessels are on the water, in an environment of long

lead times for new capacity to be obtained. Please see Appendix 1 for the

vessel list.

* Increasing the total fleet size from 65 to 89 vessels, making Frontline the

largest pure play tanker owner in the public domain measured by dwt.

* Increasing operational leverage towards the VLCC segment with the lowest

orderbook-to-fleet ratio, currently at about 2%.

* Significantly increasing free cash flows and earnings per share potential,

boosting Frontline's dividend capacity.

Mr. John Fredriksen, Director of Frontline, commented:

"I firmly believe in building best in class companies through consolidation.

This transaction will solidify Frontline's position as the leading publicly

listed tanker company, and significantly expand our exposure towards modern

efficient VLCCs at an opportune time in the cycle."

Mr. Lars H. Barstad, Chief Executive Officer of Frontline Management AS,

commented:

"This transaction reflects our platform's ability to act decisively on large

scale fleet transactions with the support of our largest shareholder and key

relationship banks. The structure of the transaction will significantly increase

Frontline's operating leverage as we enter a period of historical low deliveries

of new capacity in the tanker market."

The Acquisition is fully funded by the sale of Frontline's 13.7 million shares

in Euronav to CMB, generating proceeds of $252 million, cash on hand, drawdown

under the existing $275 million senior unsecured revolving credit facility

provided by an entity related to Hemen Holding Ltd., Frontline's largest

shareholder (the credit facility has been extended by 20 months to January

4, 2026, at an interest rate of 10.0% and otherwise on existing terms), and a

new 5-year senior secured term loan facility in an amount of $1,410 million

provided by a selection of leading lending banks. Lastly, Hemen, has offered

Frontline a subordinated unsecured shareholder loan of up to $540 million on

similar terms as the bank loan. This may not be fully drawn as the Company is

exploring other alternatives to free up capital including re-leveraging part of

the existing Frontline fleet on attractive terms and/or sale of non-core assets.

As part of the overall agreement, the arbitration action filed by Euronav in

January 2023 following Frontline's withdrawal from their combination agreement

will be terminated. No cash consideration is included in the settlement of the

action which, if allowed to continue, would have posed a significant obstacle to

the resolution of the structural deadlock between Euronav's main shareholders.

Advisors:

DNB Markets, a part of DNB Bank ASA is serving as financial advisor to

Frontline. Advokatfirmaet Schjødt AS, Advokatfirmaet Wiersholm AS and Allen &

Overy LLP are serving as legal counsel to Frontline in connection with the

Acquisition.

October 9, 2023

The Board of Directors

Frontline plc

Limassol, Cyprus

Questions should be directed to:

Lars H. Barstad: Chief Executive Officer, Frontline Management AS

+47 23 11 40 00

Inger M. Klemp: Chief Financial Officer, Frontline Management AS

+47 23 11 40 00

Appendix 1: Acquisition fleet

List of vessels to be acquired by Frontline from the Euronav fleet

Vessel Type Built DWT(k) Shipyard Scrubber-fitted

Clovis VLCC 2023 299 HSHI Scrubber-fitted

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Camus VLCC 2023 299 HSHI Scrubber-fitted

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Cassius VLCC 2023 299 HSHI Scrubber-fitted

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Dickens VLCC 2021 300 Daewoo Scrubber-fitted

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Doris VLCC 2021 300 Daewoo Scrubber-fitted

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Delos VLCC 2021 300 Daewoo Scrubber-fitted

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Diodorus VLCC 2021 300 Daewoo Scrubber-fitted

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Dalis VLCC 2020 300 Okpo Shipyard Scrubber-fitted

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Derius VLCC 2019 300 Okpo shipyard Scrubber-fitted

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Hatteras VLCC 2017 297 Hanjin Subic

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Amundsen VLCC 2017 299 Hyundai

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Aquitaine VLCC 2017 299 Hyundai

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Ardeche VLCC 2017 299 Hyundai

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Heron VLCC 2017 297 Hanjin Subic

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Andaman VLCC 2016 299 Hyundai

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Arafura VLCC 2016 299 Hyundai

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Aral VLCC 2016 300 Hyundai

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Anne VLCC 2016 300 Hyundai

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Alboran VLCC 2016 299 Hyundai

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Alex VLCC 2016 299 Hyundai

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Drenec VLCC 2016 300 Daewoo

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Desirade VLCC 2016 300 Daewoo

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Alice VLCC 2016 299 Hyundai

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Dominica VLCC 2015 300 Daewoo

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Frontline considers that the information included in this announcement

constitutes inside information pursuant to article 7 of the Market Abuse

Regulation and this information is publicly disclosed in accordance with article

17 of the Market Abuse Regulation and section 5-12 of the Norwegian Securities

Trading Act. The announcement was published by the contact persons at 08:00 CET

on October 9, 2023.

Forward-Looking Statements

Matters discussed in this announcement may constitute forward-looking

statements. The Private Securities Litigation Reform Act of 1995 provides safe

harbor protections for forward-looking statements, which 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.

Frontline and its subsidiaries, desire to take advantage of the safe harbour

provisions of the Private Securities Litigation Reform Act of 1995 and is

including this cautionary statement in connection with this safe harbour

legislation. This announcement and any other written or oral statements made by

Frontline or its behalf may include forward-looking statements, which reflect

its current views with respect to future events and financial performance and

are not intended to give any assurance as to future results. When used in this

document, the words "believe," "anticipate," "intend," "estimate," "forecast,"

"project," "plan," "potential," "will," "may," "should," "expect" and similar

expressions, terms or phrases may identify forward-looking statements.

The forward-looking statements in this announcement are based upon various

assumptions, including without limitation, management's examination of

historical operating trends, data contained in our records and 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 Frontline's control, it cannot assure you that Frontline

will achieve or accomplish these expectations, beliefs or projections. Frontline

undertakes no obligation to update any forward-looking statements, whether as a

result of new information, future events or otherwise. In addition to these

important factors and matters discussed elsewhere herein, important factors

that, in Frontline's view, could cause actual results to differ materially from

those discussed in the forward-looking statements include the parties' ability

to obtain the necessary regulatory approvals and to meet other closing

conditions to complete the transactions referenced herein, as well as important

factors described from time to time in the reports and other documents,

including filings with the U.S. Securities and Exchange Commission.