FRO – Reference to stock announcement by Euronav BV
05 Outubro 2023 - 10:33AM
With reference to the stock announcement by
Euronav BV (“Euronav”) on 5 October 2023, Frontline plc
(“Frontline” or the “Company”) confirms that Frontline, CMB NV
(“CMB”) and Euronav, are in discussions on an integrated solution
to the strategic and structural deadlock in Euronav.
The potential transaction, which is subject to
board approval and documentation, comprises the following
interdependent elements:
- Frontline would acquire a modern fleet of 24 VLCC tankers from
the Euronav fleet for $2.35 billion, subject to completion of the
below-mentioned share purchase and to approval by shareholders
voting at a Special General Meeting of Euronav. This transaction
requires the application of the related party procedure under
Belgian law (the “Acquisition”)
- Frontline and Famatown will agree to sell all their shares
(representing 26.12% of Euronav’s issued shares) in Euronav to CMB
at a price of USD 18.43 per share (the “Share Sale") to be followed
by a public mandatory takeover at the same price.
- Euronav’s pending arbitration action against Frontline and
affiliates would be terminated conditional to the Share Sale.
Subject to documentation, Frontline will fully
finance the Acquisition through the sale of Frontline’s shares in
Euronav to CMB and an attractive long term debt package.
The discussions between the parties are well
advanced. However, there can be no certainty that these discussions
will lead to an agreement. The aforementioned is in any case
subject to all necessary internal approvals of the involved
parties. If the negotiations would result in a formal agreement,
such agreement will be subject to customary competition clearance
procedures and any required approval procedures with the financial
market authorities in Belgium and the U.S.
Frontline will inform the market of future
developments in accordance with applicable laws and
regulations.
October 5, 2023
The Board of DirectorsFrontline plcLimassol,
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
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 important
factors described from time to time in the reports and other
documents, including filings with the U.S. Securities and Exchange
Commission.
No Offer Or Solicitation
This announcement 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.
This information is subject to the disclosure requirements
pursuant to Section 5-12 the Norwegian Securities Trading Act.
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