FRO – Reference to stock announcement by Euronav BV


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 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 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.