Frontline Ld Fro - Frontline Ltd. Announces Date Of Special General Meeting Of Shareholders To Approve The Previously Announc...

 
TIDMFRO 
 
 
   HAMILTON, BERMUDA - October 26, 2015 
 
   Reference is made to the announcement dated July 2, 2015, that Frontline 
Ltd. (NYSE/OSE/LSE:  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. 
 
   Frontline advises that its Special General Meeting of Shareholders (the 
"Special Meeting") to approve the merger transaction will be held on 
Monday November 30, 2015, subject to timely effectiveness of the joint 
proxy statement/prospectus of Frontline. 
 
   Frontline has fixed the close of business on Monday November 2, 2015 as 
the record date for the determination of the shareholders entitled to 
receive notice and vote at the Special Meeting or any adjournments or 
postponements thereof. 
 
   Formal notices of the Special Meeting and the joint proxy 
statement/prospectus will be sent to shareholders as of the record date. 
 
   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 
has not yet become effective. After the registration statement is 
declared effective by the SEC, a definitive joint proxy 
statement/prospectus will be 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 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. 
 
   Hamilton, Bermuda 
 
   October 26, 2015 
 
   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 
 
   HUG#1961308 
 
 
  http://www.frontline.bm/ 
 

(END) Dow Jones Newswires

October 26, 2015 03:41 ET (07:41 GMT)

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