FRO - Reminder of Contemplated Closing of Merger with Frontline 2012; Key dates
November 27 2015 - 2:55AM
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.
As previously announced, Frontline 2012 and Frontline will hold
special general meetings of shareholders to approve the merger on
November 30, 2015. Subject to the approval by the companies'
special general meetings, it is contemplated to close the merger on
November 30, 2015, following close of trade on the Oslo Stock
Exchange and close of the NOTC.
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 new shares of Frontline issued as merger
consideration to former Frontline 2012 shareholders (the "Merger
Shares") 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 close of 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.
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#1969764
CONTACT: Inger Marie Klemp (CFO), +47 23 11 40 00
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