NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
Frontline Ltd. (“Frontline” or the “Company”) announces today that it intends to issue up to USD 225 million in principal amount of convertible bonds (the “Bonds”) with a five-year tenor. This amount includes an increase option (in respect of up to USD 25 million in principal amount of Bonds) that has been granted to the joint bookrunners of the offering.
The senior unsecured Bonds are convertible into common shares of the Company. The Bonds are expected to have an annual coupon in the range of 4.00% – 4.50% payable quarterly in arrear and a conversion premium of 30% – 35% over the volume weighted average price of the Company’s shares on the Oslo Stock Exchange (converted into USD) between launch and pricing (the ‘Reference Price’), subject to a minimum Reference Price of NOK 178.00.
The Bonds will be issued and redeemed at 100% of their principal amount and will, unless previously redeemed, converted or purchased and cancelled, mature in 2015. The Bonds are expected to be settled on or around 14 April 2010. The Bonds will not be listed on issue but Frontline may decide to list the Bonds on an exchange at a later stage.
The proceeds from the Bonds will be used for general corporate purposes, financing of the remaining equity investments in the Company’s newbuilding program and will improve the Company’s ability to react to attractive market opportunities.
ABG Sundal Collier, Arctic Securities and Deutsche Bank are acting as Joint-Lead Managers. ABG Sundal Collier and Deutsche Bank are acting as Joint Boookrunners. First Securities AS and Nordea Bank Norge ASA are acting as Co-Managers.
Frontline expects to announce the final terms and conditions related to the convertible bond transaction on 26 March 2010.
The Board of Directors
March 26, 2010
Questions should be directed to:
Inger M. Klemp: Chief Financial Officer, Frontline Management AS
+47 23 11 40 76
This press release is for information purposes only and does not constitute or form part of, and should not be construed as an offer or an invitation to sell or issue, or the solicitation of any offer to buy or subscribe for, any securities. In connection with this transaction there has not been, nor will there be, any public offering of the Bonds. No prospectus will be prepared in connection with the offering of the Bonds. The Bonds may not be offered to the public in any jurisdiction in circumstances which would require Frontline to prepare or register any prospectus or offering document relating to the Bonds in such jurisdiction. The distribution of this press release and the offer and sale of the Bonds in certain jurisdictions may be restricted by law. Any persons reading this press release should inform themselves of and observe any such restrictions.
This press release is not being issued in or to the United States of America, Canada, Australia, Japan or in any other jurisdiction in which such distribution would be prohibited by applicable law. This press release does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in the United States. The Bonds and the shares referred to herein will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No offering of such securities is being made in the United States.
This press release is directed only at persons who (i) are outside the United Kingdom or (ii) have professional experience in matters relating to investments who fall within Article 19(5) (“investment professionals”) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (iii) are persons falling, within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc”) of the Order (all such persons together being referred to as “relevant persons”). This press release is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this press release relates is available only to relevant persons and will be engaged in only with relevant persons. In addition, if and to the extent that this press release is communicated in, or the offered securities to which it relates is made in, any EEA member state that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any member state, the “Prospectus Directive”), this press release and the offering described herein are only addressed to and directed at persons in that member state who are “qualified investors” within the meaning of the Prospectus Directive (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that member state.
ABG Sundal Collier, Arctic Securities and Deutsche Bank are acting for the Company and no one else in connection with the offer of the Bonds and will not be responsible to any other person for providing the protections afforded to their client, or for providing advice in relation to the proposed offer of the Bonds.
Forward Looking Statements
This press release contains forward looking statements. These statements are based upon various assumptions, many of which are based, in turn, upon further assumptions, including Frontline management’s examination of historical operating trends. Although Frontline believes that these assumptions were reasonable when made, because assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond its control, Frontline cannot give assurance that it will achieve or accomplish these expectations, beliefs or intentions.
Important factors that, in the Company’s view, could cause actual results to differ materially from those discussed in this press release include the strength of world economies and currencies, general market conditions including fluctuations in charter hire rates and vessel values, changes in demand in the tanker market as a result of changes in OPEC’s petroleum production levels and world wide oil consumption and storage, changes in the Company’s operating expenses including bunker prices, dry-docking and insurance costs, 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, and other important factors described from time to time in the reports filed by the Company with the United States Securities and Exchange Commission.