FRO – Demerger of Golden Ocean Group Limited


On December 1, 2004, the Board of Frontline Ltd (“Frontline” or the “Company”) has approved the de-merger and spin off to Frontline’s shareholders of the Company’s newly formed Bermuda subsidiary, Golden Ocean Group Limited (“Golden Ocean”). Golden Ocean is expected to be listed on the Oslo Stock Exchange (“OSE”) and will maintain its share register through the Norwegian VPS (the Norwegian paperless securities depository system) with all shareholders required to hold VPS accounts. All non United States (“U.S.”) shareholders of Frontline, subject to certain exceptions as set out in the attached appendix, will receive three shares in Golden Ocean for each share they have in Frontline. All U.S. shareholders who are Qualified Institutional Buyers (QIBs) in accordance with Rule 144A under the U.S. Securities Act of 1933, and who hold 7,500 or more Frontline shares, will receive the same allotment of Golden Ocean shares. U.S. shareholders who have less than 7,500 Frontline shares will not be entitled to shares and, together with all other shareholders exempted from the share distribution (together the “Cash Recipients”), will receive a cash distribution based on the market value of the Golden Ocean shares on the OSE. Golden Ocean’s shares will not be listed in the United States.
The record date for the spin off and share distribution will be December 10, 2004 and the share distribution will take place on December 13, 2004 (the “Distribution Date”). The Golden Ocean shares are expected to be listed on the OSE with the first trading date expected to be as soon as practically possible after the Distribution Date, subject to OSE approval. On the Distribution Date, a number of shares equal to the estimated Cash Recipients’ allotment will be transferred to a VPS account under Nordea Bank, a VPS custodian. Twenty percent (20%) of these shares will be sold in the open market, each day for the first five trading days on the OSE. The average share price (the “Cash Price”) determined as a result of the sales over those five days will be used to calculate subsequent distributions to Cash Recipients.
At the Distribution Date, Golden Ocean will control the two Capesize dry bulk vessels Channel Alliance 172,000 dwt built 1996 and Channel Navigator 172,000 dwt built 1997. These two vessels are fixed on charters until September 2006 and October 2005, respectively. In addition, Golden Ocean has taken the Capesize Irfon on charter until 2009 and chartered the vessel out again for the period until 2007.
Golden Ocean has in the first nine months of 2004 produced a pro forma profit of approximately US$15.6 million. It is expected that the results achieved in the fourth quarter of 2004 will be better than the average quarterly results in the first nine months of 2004. With effect from December 1, 2004 Golden Ocean will have equity of US$22.4 million, working capital of US$22.5 million, book value of vessels of US$48.9 million and debt of US$48.9 million.
The complete press release is enclosed on the following link: