Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Frontline Plc Share Issue/Capital Change 2022

May 28, 2022

6242_iss_2022-05-28_cc3c8605-58ce-4862-b015-4c6484c5a05b.html

Share Issue/Capital Change

Open in viewer

Opens in your device viewer

FRO - Private acquisitions of Euronav shares in exchange for Frontline shares completed

FRO - Private acquisitions of Euronav shares in exchange for Frontline shares completed

FRO - Private acquisitions of Euronav shares in exchange for Frontline shares

completed

Frontline Ltd. ("Frontline" or the "Company") (NYSE: FRO - OSE: FRO) announces

that it has agreed to acquire a total of 5,955,705 shares in Euronav N.V. (NYSE:

EURN & Euronext: EURN) ("Euronav") representing 2.95% of the outstanding shares

in privately negotiated share exchange transactions with certain shareholders of

Euronav N.V. where such shareholders of Euronav N.V. receive consideration

shares in Frontline.

Frontline will issue a total of 8,337,986 new shares as a result of these

transactions, equivalent to an exchange ratio of 1.4. Frontline will be entitled

to the declared USD 0,06 dividend to be paid by Euronav on the acquired shares

on 8 June 2022. Settlement is expected to take place on or about 1 June 2022 by

delivery of existing shares through a share lending arrangement with Frontline's

main shareholder Hemen Holding Ltd.

Following completion of the issue of the new Frontline shares, Frontline will

have a total of 211,868,965 shares issued and outstanding.

Frontline and Euronav announced on April 7th the plans for a potential

combination between the two companies to create a global leader in the tanker

industry. Since the announcement, positive volatility has returned to the tanker

market in what Frontline believes is the early phase of a cyclical recovery for

the industry coinciding with a historically low orderbook. Frontline's belief in

the strong merits of the combination, creating a global leader in the tanker

industry, therefore remains unchanged.

Frontline and Euronav are working extensively to conclude due diligence and

finalize an appropriate transaction structure. This may include a voluntary

exchange offer by Frontline for Euronav shares as a first step, and Frontline

would then consider setting the minimum acceptance ratio as low as 50.1%

including shares already owned by Frontline.

The parties have identified significant operational and administrative

synergies, and many of these can be addressed in parallel with the steps towards

a full business combination. More details will be shared when the combination

proposal has been finalized and can be announced to the market.

For further information, please contact:

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

+47 23 11 40 37

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

+47 23 11 40 76

This information is subject to the disclosure requirements pursuant to Section

5-12 the Norwegian Securities Trading Act. This announcement contains

information which is considered by the Company to constitute inside information

pursuant to EU Market Abuse Regulation. This announcement was published by

Frontline Ltd. on 28 May 2022 at 12:00 CET.

Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking

statements. The Private Securities Litigation Reform Act of 1995 (the "Reform

Act") provides safe harbor protections for forward- looking statements within

the meaning of the Reform Act. 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. Frontline and Euronav desire to take advantage of the safe

harbor provisions of the Reform Act and is including this cautionary statement

in connection with this safe harbor legislation. The words "believe",

"anticipate", "intends", "estimate", "forecast", "project", "plan", "potential",

"may", "should", "expect", "pending" and similar expressions identify forward-

looking statements.

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, Euronav and Frontline management's examination of

historical operating trends, data contained in company records and other data

available from third parties. Although Euronav and Frontline management believe

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 companies' control, there

can be no assurance that Frontline or Euronav will 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 include the ability of Frontline and Euronav to successfully complete

the proposed combination on anticipated terms and timing, including, among other

things, agreeing on a transaction structure, negotiating and executing

definitive documentation, obtaining required shareholder and regulatory

approvals, unforeseen liabilities, future capital expenditures, revenues,

expenses, earnings, synergies, economic performance, indebtedness, financial

condition, losses, future prospects, business and management strategies,

expansion and growth of the combined group's operations and other important

conditions to the completion of the acquisition, risks relating to the

integration of operations of Frontline and Euronav and the possibility that the

anticipated synergies and other benefits of the proposed combination will not be

realized or will not be realized within the expected timeframe, the outcome of

any legal proceedings related to the proposed combination, the failure of

counterparties to fully perform their contracts with Frontline or Euronav, the

strength of world economies and currencies, general market conditions, including

fluctuations in charter rates and vessel values (including the possibility of a

material decline or prolonged weakness in such rates), changes in demand for

tanker vessel capacity, changes in the companies' operating expenses, including

bunker prices, dry-docking and insurance costs, the market for the companies'

vessels, availability of financing and refinancing to meet the capital needs of

the combined group, charter counterparty performance, ability to obtain

financing and comply with covenants in such financing arrangements, changes in

governmental rules and regulations or actions taken by regulatory authorities in

the tanker industry, including without limitation, legislation adopted by

international organizations such as the International Maritime Organization and

the European Union or by individual countries, 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, crew wages, changes in demand for oil and petroleum products

and instances of off-hires and other factors. Please see Frontline's and

Euronav's filings with the U.S. Securities and Exchange Commission (the "SEC")

for a more complete discussion of these and other risks and uncertainties.

You are cautioned not to place undue reliance on Frontline's and Euronav's

forward-looking statements. These forward-looking statements are and will be

based upon Frontline and Euronav management's then-current views and assumptions

regarding future events and operating performance, and are applicable only as of

the dates of such statements. Neither Frontline nor Euronav assumes any duty to

update or revise forward-looking statements, whether as a result of new

information, future events or otherwise, as of any future date.

The information included in this announcement is defined as inside information

pursuant to article 7 of the Market Abuse Regulation and 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 is made by the contact

person.

IMPORTANT INFORMATION FOR INVESTORS

This announcement is not a recommendation in favour of a vote on the proposed

combination, nor is it a solicitation of proxies in connection with any such

vote. In connection with the proposed combination, Frontline and/or Euronav may

file with the SEC a registration statement on Form F-4 that may constitute a

prospectus and may include a proxy of Frontline and/or Euronav (the

"Registration Statement"). Frontline and Euronav may also file other relevant

documents with the SEC regarding the proposed combination. INVESTORS ARE URGED

TO READ THE REGISTRATION STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE

SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT

INFORMATION ABOUT THE PROPOSED COMBINATION AND RELATED MATTERS.

You may obtain a free copy of the Registration Statement (if and when it becomes

available) and other relevant documents filed by Frontline and Euronav with the

SEC at the SEC's website at www.sec.gov.

In addition, you will be able to obtain free copies of these documents by

contacting the investor relations department of Frontline or Euronav at the

following:

+-------------------------------------------+----------------------------------+

|Frontline Ltd. |Euronav NV |

+-------------------------------------------+----------------------------------+

|Lars H. Barstad |Mr. Brian Gallagher Euronav |

| |Investor Relations Tel: |

|Chief Executive Officer, Frontline |+44 20 7870 0436 |

|Management AS Tel: +47 23 11 40 37 | |

|Email: [email protected] |Email: [email protected] |

| |  |

+-------------------------------------------+----------------------------------+

NO OFFER OR SOLICITATION

This press release shall not constitute an offer to sell or the solicitation of

an offer to buy, sell, or solicit any securities or any proxy vote or approval,

nor shall there be any sale of securities in any jurisdiction in which such

offer, solicitation or sale would be unlawful prior to registration or

qualification under the securities laws of any such jurisdiction. No offering of

securities shall be made except by means of a prospectus meeting the

requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

About Frontline Ltd.

Frontline is an independent tanker company engaged in the ocean transportation

and storage of crude oil. The company is incorporated in Bermuda and

headquartered in Oslo, Norway with commercial offices in London, UK. Frontline

is listed on both the NYSE and OBX exchange in Oslo under the symbol FRO.

Frontline employs its fleet both on the spot and period market. Frontline's

owned and operated fleet consists of 19 VLCCs (with further six due for delivery

in 2022), 27 Suezmaxes and 18 LR2 tankers.

About Euronav NV

Euronav is an independent tanker company engaged in the ocean transportation and

storage of crude oil. The company is headquartered in Antwerp, Belgium, and has

offices throughout Europe and Asia. Euronav is listed on Euronext Brussels and

on the NYSE under the symbol EURN. Euronav employs its fleet both on the spot

and period market. VLCCs on the spot market are traded in the Tankers

International pool of which Euronav is one of the major partners. Euronav's

owned and operated fleet consists of 2 V-Plus vessels, 38 VLCCs (with further

three to be delivered), 26 Suezmaxes (of which two vessels are time chartered in

and three vessels to be delivered) and 2 FSO vessels under long term contract.