Frontline Ld Fro - Approval And Publication Of Prospectus
16 Novembre 2015 - 3:36PM
UK Regulatory
TIDMFRO
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
-- 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.
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
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November 16, 2015 09:36 ET (14:36 GMT)
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