FRO – Closing under the Share Purchase Agreement with CMB NV
22 Novembro 2023 - 6:11PM
Frontline plc (“Frontline”) (NYSE and OSE: FRO),
today announced that the sale by Frontline of 13.7 million shares
in Euronav NV (“Euronav”) to CMB NV (“CMB”) has been completed. On
9 October 2023 Frontline announced that it had agreed on an
integrated solution to the strategic and structural deadlock in
Euronav, where Frontline had entered into agreements with Euronav
to acquire a high-quality ECO fleet of 24 VLCCs with an average age
of 5.3 years, for an aggregate purchase price of USD 2,350 million
(the “Acquisition”). In connection with the Acquisition, Frontline
and Famatown Finance Limited (“Famatown”) had agreed to sell all
their shares in Euronav (representing in aggregate 26.12% of
Euronav’s issued shares) to CMB at a price of USD 18.43 per share
(the “Share Sale”).
All conditions precedent to the Share Sale,
including approval of the inter-conditionality of the Share Sale
and the Acquisition by the Euronav shareholders meeting and
anti-trust approvals, have been fulfilled. The Share Sale
successfully closed today and Frontline and Famatown are no longer
shareholders in Euronav.
All of the vessels transfer agreements
comprising the Acquisition have come into effect, and closing under
all of the vessels transfer agreements is expected to take place
mainly in the fourth quarter of 2023 and partly in the first
quarter of 2024.
As part of the overall agreement, the
arbitration action filed by Euronav in January 2023 following
Frontline’s withdrawal from their combination agreement has also
been effectively terminated, against nil consideration.
Advisors:DNB Markets, a part of DNB Bank ASA is
serving as financial advisor to Frontline. Advokatfirmaet Schjødt
AS, Advokatfirmaet Wiersholm AS and Allen & Overy (Belgium) LLP
are serving as legal counsel to Frontline in connection with the
Acquisition.
November 22, 2023
The Board of Directors Frontline plc Limassol,
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 the parties’
ability to obtain the necessary regulatory approvals and to meet
other closing conditions to complete the transactions referenced
herein, as well as important factors described from time to time in
the reports and other documents, including filings with the U.S.
Securities and Exchange Commission.
This information is subject to the disclosure
requirements pursuant to Section 5-12 the Norwegian Securities
Trading Act
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