Frontline Ld Fro - Approval And Publication Of Prospectus

 
TIDMFRO 
 
 
   HAMILTON, BERMUDA - November 16, 2015 
 
 
 
   Reference is made to the announcement dated July 2, 2015, that Frontline 
Ltd. (NYSE/OSE: FRO) ("Frontline") and Frontline 2012 Ltd. (NOTC: FRNT) 
("Frontline 2012") have entered into an agreement and plan of merger, 
pursuant to which the two companies have agreed to enter into a merger 
transaction, with Frontline as the surviving legal entity and Frontline 
2012 becoming a wholly-owned subsidiary of Frontline. 
 
   Reference is also made to the announcement dated May 29, 2015, that 
Frontline had entered into a heads of agreement to amend the terms of 
the long-term charter agreements with Ship Finance International Limited 
("Ship Finance") for the remainder of the charter period, under which 55 
million new shares in Frontline were issued to Ship Finance on June 5, 
2015. 
 
   As previously announced, Frontline and Frontline 2012 will hold special 
general meetings of shareholders to approve the merger on November 30, 
2015. 
 
   The Norwegian Financial Supervisory Authority has today approved a 
prospectus dated November 16, 2015 for the listing of (i) 55,000,000 new 
shares in Frontline, each with a par value of USD 1.00, already issued 
in a share issue directed towards Ship Finance pursuant to the agreement 
on amended charter structure for the long-term charter agreements 
between Frontline and Ship Finance, and (ii) up to 583,562,102 new 
shares in Frontline, each with a par value of USD 1.00 (the "Merger 
Shares"), which form part of the consideration for the merger (the 
"Prospectus"). 
 
   The Prospectus will be available on www.frontline.bm. Copies of the 
Prospectus may also be obtained by contacting Frontline, c/o Frontline 
Management AS, tel: [phone]. Shareholders are urged to read the 
Prospectus carefully because it contains important information on, among 
other things, the merger, the exchange of Frontline 2012 shares for 
Frontline shares upon consummation of the merger, Frontline and 
Frontline 2012 and admission to trading of the new shares in Frontline 
on the Oslo Stock Exchange. 
 
   Pending the consummation of the merger, which remains subject to 
shareholder approval, the following indicative timetable contains 
important dates relating to the merger and the commencement of trading 
of the Merger Shares in Frontline on the Oslo Stock Exchange (subject to 
change): 
 
   November 30, 2015 
 
 
   -- Special General Meetings of Frontline and Frontline 2012 to approve the 
      merger. 
 
   -- Last day of trading in Frontline 2012 shares inclusive of right to 
      receive Merger Shares. Last day of listing of Frontline 2012 on the 
      Norwegian over-the-counter list (NOTC). 
 
   -- Registration of the completion of the merger with the Registrar of 
      Companies in Bermuda (after close of trading on the Oslo Stock Exchange 
      and the NOTC). 
 
 
   December 1, 2015 
 
 
   -- First day of trading on the Oslo Stock Exchange in the Merger Shares. 
 
 
   December 2, 2015 
 
 
   -- Record date for shareholders in Frontline 2012 with right to Merger 
      Shares. 
 
 
   December 3, 2015 
 
 
   -- Delivery of Merger Shares to eligible Frontline 2012 shareholders' 
      accounts at the Norwegian Central Securities Depository (VPS). Trades 
      during the period until delivery of the Merger Shares to eligible 
      Frontline 2012 shareholders' VPS accounts will be settled on a T+2 basis. 
      No account-to-account transactions and no transactions with settlement 
      prior to December 3, 2015 will be allowed in the Merger Shares in this 
      period. 
 
 
   Shareholders of Frontline 2012 as of the expiry of November 30, 2015 
(cut-off date) as they will appear in Frontline 2012's shareholders 
register with the VPS as of expiry of December 2, 2015 (record date), 
will receive 2.55 Merger Shares in Frontline for each share they own in 
Frontline 2012 as of expiry of the cut-off date as recorded with the VPS 
on the record date, rounded down to the nearest whole common share. 
Frontline will not issue any fractional shares and each holder of a 
fractional share interest will be paid an amount in cash (without 
interest). 
 
   Any changes in the indicative timing of the consummation of the merger 
will be published by Frontline through the Oslo Stock Exchange 
information system. 
 
   The new shares issued to Ship Finance are expected to commence trading 
on the Oslo Stock Exchange on November 17, 2015. 
 
   Important Information for Investors and Shareholders 
 
   This communication does not constitute an offer to sell or the 
solicitation of an offer to buy any securities or a solicitation of any 
vote or approval. In connection with the proposed transaction between 
Frontline and Frontline 2012, Frontline has filed relevant materials 
with the Securities and Exchange Commission (the "SEC"), including a 
registration statement of Frontline on Form F-4 (File No. 333-206542), 
initially filed on August 24, 2015 and subsequently amended, that 
includes a joint proxy statement of Frontline 2012 and Frontline that 
also constitutes a prospectus of Frontline. The registration statement 
was declared effective by the SEC on November 9, 2015. A definitive 
joint proxy statement/prospectus has been mailed to shareholders of 
Frontline 2012 and Frontline. INVESTORS AND SECURITY HOLDERS OF 
FRONTLINE 2012 AND FRONTLINE ARE URGED TO READ THE JOINT PROXY 
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC 
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY 
WILL CONTAIN IMPORTANT INFORMATION.  Investors and security holders will 
be able to obtain free copies of the registration statement and the 
joint proxy statement/prospectus (when available) and other documents 
filed with or furnished to the SEC by Frontline through the website 
maintained by the SEC at http://www.sec.gov. Copies of the documents 
filed with or furnished to the SEC by Frontline will be available free 
of charge on Frontline's website at http://www.frontline.bm. Additional 
information regarding the participants in the proxy solicitations and a 
description of their direct and indirect interests, by security holdings 
or otherwise, will be contained in the joint proxy statement/prospectus 
and other relevant materials to be filed with or furnished to the SEC 
when they become available. 
 
   Forward-Looking Statements 
 
   Matters discussed in this press release may constitute forward-looking 
statements. Forward-looking statements 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. Words, such as, but not limited to 
"believe," "anticipate," "intends," "estimate," "forecast," "project," 
"plan," "potential," "may," "should," "expect," "pending" and similar 
expressions identify forward-looking statements. 
 
   Forward-looking statements include, without limitation, statements 
regarding: 
 
 
   -- The effectuation of the transaction between Frontline and Frontline 2012 
      described above; 
 
   -- The delivery to and operation of assets by Frontline; 
 
   -- Frontline's and Frontline 2012's future operating or financial results; 
 
   -- Future, pending or recent acquisitions, business strategy, areas of 
      possible expansion, and expected capital spending or operating expenses; 
      and 
 
   -- Tanker market trends, including charter rates and factors affecting 
      vessel supply and demand. 
 
 
   The forward-looking statements in this press release are based upon 
various assumptions, many of which are based, in turn, upon further 
assumptions, including without limitation, examination of historical 
operating trends, data contained in records and other 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 the control of 
Frontline, Frontline cannot assure you that they, or the combined 
company, will achieve or accomplish these expectations, beliefs or 
projections. In addition to these important factors, other important 
factors that could cause actual results to differ materially from those 
discussed in the forward-looking statements, including the strength of 
world economies and currencies, general market conditions, including 
fluctuations in charter rates and vessel values, changes in demand for 
tanker shipping capacity, changes in the combined company's operating 
expenses, including bunker prices, drydocking and insurance costs, the 
market for the combined company's vessels, availability of financing and 
refinancing, 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, vessels breakdowns and instances of off-hires and 
other factors. Please see Frontline's filings with the SEC and the 
Prospectus for a more complete discussion of these and other risks and 
uncertainties. The information set forth herein speaks only as of the 
date hereof, and Frontline disclaims any intention or obligation to 
update any forward-looking statements as a result of developments 
occurring after the date of this communication. 
 
   *** 
 
 
 
   This information is subject to the disclosure requirements pursuant to 
section 5-12 of the Norwegian Securities Trading Act. 
 
   This announcement is distributed by NASDAQ OMX Corporate Solutions on 
behalf of NASDAQ OMX Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 
responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: Frontline Ltd. via Globenewswire 
 

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