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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
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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.