Frontline plc 6-K, filed Jul 12, 2022

Frontline plc (FRO)

6-K 2022-07-12 For: 2022-07-31

View Original

Added on April 10, 2026

About this 6-K

Frontline plc filed this 6-K on July 12, 2022.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Frontline Ltd.	Euronav NV
Lars H. Barstad Chief Executive Officer, Frontline Management AS Tel: +47 23 11 40 37 Email: lba@frontmgt.no	Mr. Brian Gallagher Euronav Investor Relations Tel: +44 20 7870 0436 Email: IR@euronav.com

	FRONTLINE LTD. (registrant)

Dated: July 12, 2022	By:	/s/ Inger M. Klemp
		Name: Inger M. Klemp
		Title: Principal Financial Officer

Exhibit No.	Exhibit
99.1	Combination Agreement and Plan of Merger, dated July 10, 2022, by and among Frontline Ltd. and Euronav NV*
99.2	Joint Press of Frontline Ltd. and Euronav NV, dated July 11, 2022
99.3	Joint Press of Frontline Ltd. and Euronav NV, dated July 11, 2022


COMBINATION AGREEMENT dated 10 July 2022



Between	Euronav NV

and	Frontline Ltd.

1.	DEFINITIONS AND INTERPRETATION	5

2.	CONSTRUCTION AND INTERPRETATION	12

3.	TERMS OF THE COMBINATION	13

4.	COMBINATION IMPLEMENTATION PROCESS	24

5.	CLOSING CONDITIONS	24

6.	COMPLETION	30

7.	EMPLOYEES	31

8.	GOVERNANCE AND OPERATIONS IN THE INTERIM AND FOLLOWING A SQUEEZE-OUT OR MERGER COMPLETION	32

9.	REPRESENTATIONS AND WARRANTIES	33

10.	EURONAV COVENANTS	34

11.	FRONTLINE COVENANTS	35

12.	FURTHER COVENANTS	37

13.	BOARD SUPPORT	39

14.	TERMINATION	39

15.	ANNOUNCEMENTS; CONFIDENTIALITY	41

16.	CERTAIN U.S. TAX MATTERS	41

17.	MISCELLANEOUS	42

18.	NOTICES	43

19.	GOVERNING LAW AND DISPUTES	44

SCHEDULE 1 COMPETITION AUTHORITIES	48

SCHEDULE 2 MANAGEMENT AND OPERATIONS FOLLOWING TENDER OFFER COMPLETION TO THE EXTENT FRONTLINE HOLDS LESS THAN 75% OF THE OUTSTANDING EURONAV SHARES UPON TENDER OFFER COMPLETION (EXCLUDING ANY EURONAV SHARES HELD BY EURONAV UNABLE TO BE TENDERED IN THE TENDER OFFER)	49

SCHEDULE 3 MANAGEMENT AND OPERATIONS AS OF THE EARLIER OF: (I) TENDER OFFER COMPLETION IF FRONTLINE HOLDS AT LEAST 75% OF THE OUTSTANDING EURONAV SHARES UPON TENDER OFFER COMPLETION (EXCLUDING ANY EURONAV SHARES HELD BY

EURONAV UNABLE TO BE TENDERED IN THE TENDER OFFER), (II) COMPLETION OF A SQUEEZE-OUT; OR (III) MERGER COMPLETION	53

SCHEDULE 4 DRAFT PRESS RELEASE	57


EURONAV NV

Signature:		Signature:

	/s/ Hugo De Stoop		/s/ Egied Verbeeck
Name:	Hugo De Stoop	Name:	Egied Verbeeck
Title:	Permanent representative of Hecho BV, Member of the Management Board	Title:	Permanent representative of Echinus BV, Member of the Management Board


FRONTLINE LTD.

Signature:
	/s/ Lars Barstad
Name:	Lars Barstad
Title:	Authorised signatory

FAMATOWN FINANCE LIMITED		GEVERAN TRADING CO. LIMITED

Signature:		Signature:
	/s/ Spyros Episkopou		/s/ Spyros Episkopou
Name:	Spyros Episkopou	Name:	Spyros Episkopou
Title:	Authorised signatory	Title:	Authorised signatory

HEMEN HOLDING LIMITED

Signature:
	/s/ Spyros Episkopou
Name:	Spyros Episkopou
Title:	Authorised signatory

1.	Corporate name	•	Frontline, but benefit of keeping Euronav and/or Tankers International for commercial purpose/shipman purposes to be analysed
2.	Board of Directors	The Frontline Board shall be changed in connection with Tender Offer Completion unless Frontline holds at least 75% of the outstanding Euronav Shares upon Tender Offer Completion (excluding any Euronav Shares held by Euronav unable to be tendered in the Tender Offer) and be in effect until the earlier of (i) completion of a Squeeze-out, (ii) Merger Completion or (iii) 30 months from the latest Tender Offer Settlement as follows, whereby Frontline’s Nomination Committee shall – in its public recommendation – confirm that such below composition is to be retained for at least 30 months in Frontline’s corporate interest and to set out respective reasoning for such composition and the importance and relevance of at least each of the Euronav Members for the Frontline Board
		•	One-tier with the number of directors limited to up to 7 members (absent significant capital increases or significant M&A transactions in each case involving a Person other than (i) the Frontline Parties or (ii) CMB).
		•	Hemen shall have the right to nominate three non-independent directors as long as its shareholding in Frontline is greater than or equal to 20% of the shares outstanding in Frontline, two non-independent directors if its shareholding in Frontline is lower than 20% of the shares outstanding in Frontline but greater than or equal to 15% of the shares outstanding in Frontline, and one non-independent director if its shareholding in Frontline is lower than 15% of the shares outstanding in Frontline but greater than or equal to 7.5% of the shares outstanding in Frontline, but shall have no nomination or appointment right if its shareholding in Frontline is lower than 7.5% (however, no limitation on the Nomination Committee’s ability to propose Hemen Party related directors) (the “Hemen Members”). If pursuant to the provisions of this bullet, there is at any point in time too many Hemen Members, Hemen shall procure that the relevant number of Hemen Members resigns from the Frontline Board.
		•	Three of the current independent directors of Euronav shall be appointed to the Frontline Board as independent directors (the “Euronav Members”).
		•	One new independent director shall be identified by Euronav and Hemen jointly (the “Joint Member”). Replacement of the Joint Member requires the support of at least four directors (excluding the Joint Member).
		•	The Chair shall be the Joint Member. The Chair shall have no casting vote.
		•	At least one of the directors shall reside in Cyprus, who shall be one of the Hemen Members or the Joint Member.
		•	Term of directorship to be two years from Tender Offer Completion for all directors, with the possibility of extension with two-year terms including in accordance with this Schedule 2;
		•	In case of vacancy caused by disqualification, resignation, death, etc., so as to ensure unchanged composition for 30 months from the last Tender Offer Settlement:
			•	Of any Hemen Member: Hemen shall have the right to nominate a new Hemen Member;
			•	Of any Euronav Member: remaining Euronav Members shall identify a new Euronav Member, who shall be nominated and supported in accordance with Clause 9 by Hemen;
			•	Of the Joint Member: the Frontline Board deciding with at least the positive vote of one Hemen Member and one Euronav Member shall identify a new Joint Member, who shall be nominated and supported in accordance with Clause 9 by Hemen.

		•	Powers of the Frontline Board to remain as defined as at the Agreement Date in Frontline’s articles. For the avoidance of doubt, decisions relating to the formulation of the corporate policy and strategy and decisions with a major impact on the Combined Company (all to be further defined in a governance charter) shall be the exclusive competence of the Frontline Board.
		•	In principle, the Frontline Board will hold at least 4 scheduled meetings per year.
		•	All the scheduled board meetings held each year shall in principle be physically held in Cyprus unless exceptionally another location is appropriate (e.g. in the context of a corporate event or where a board meeting is held in or close to one of the group’s offices). In any case, it is not expected that any physical board meeting will be held in Belgium more than once a year.
		•	In addition to the scheduled Frontline Board meetings, additional meetings shall be held whenever required or useful in the interest of Frontline. Such meetings shall usually be held by a conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other. Decisions may also be adopted, without a meeting, by written resolutions.
		•	Most of the directors will attend such conference call or sign such written resolution in the country where they happen to be present at that time (often their home country).
3.	Corporate Governance - Committees	Board Committees
		•	Nomination Committee - 3 members (1 Euronav Member (Chair) - 1 Joint Member - 1 Hemen Member – staggered composition for 30 months from the last Tender Offer Settlement)
		•	Audit and Risk Committee - 3 members (1 Euronav Member - 1 Joint Member (Chair) - 1 Hemen Member)¹
		•	Remuneration Committee – 3 members (1 Euronav Member – 1 Joint Member (Chair) - 1 Hemen Member)
		The majority of the (scheduled) meetings of each Board Committee held each year shall be physically held in Cyprus. The Chair of any Board Committee shall have no casting vote. Other Committees
		•	Integration Committee - 2 members (Euronav CEO – 1 nominated by the Frontline Parties). To continue work in accordance with Term Sheet and Combination Agreement. The Integration Committee shall meet at least once a month.
		•	Chartering Committee – 2 members (Euronav CEO – 1 nominated by the Frontline Parties): to be set up as of Tender Offer Completion
		•	Sustainability Committee (mix of Frontline Board members and Management)
		•	Any other Committees and their composition to be resolved upon by the Frontline Board
		Terms of reference to be agreed by both Parties for all committees between Tender Offer Completion until the earlier of (i) completion of a Squeeze-out, (ii) Merger Completion or (iii) 30 months from last Tender Offer Settlement.

		•	Frontline Articles to be adopted (in cascade) as part of the Frontline Relocation Approval with the provisions referenced in the previous bullet included, and entering into force conditional upon Tender Offer Completion unless Frontline holds at least 75% of the outstanding Euronav Shares upon Tender Offer Completion (excluding any Euronav Shares held by Euronav unable to be tendered in the Tender Offer).
5.	Senior Executives	•	Euronav CEO (residing in Belgium) to be retained as CEO of Frontline following Tender Offer Completion.
		•	Other executives / senior management members will be selected among existing Frontline and Euronav remaining management or potential new candidates and will be evaluated by the Integration Committee on an as needed basis in order to retain/attract the best talents and proposed to and resolved upon by the Nomination Committee, save for in relation to the CFO, which shall be resolved upon by the full Board.
		•	All executives to be exclusively employed by the combined group following Tender Offer Completion
		•	Management office to be opened in Cyprus (“Frontline head office”) with personnel (expected at least five FTE in the short term) performing at least the following functions (i) senior officials with authority to bind Frontline for day-to-day management purposes, including (a) a country manager reporting to the CEO with specific functions and authority with respect to the (pre-combination) Frontline business including coordination of possible post- combination reorganisation thereof (including exploring the possibility of bringing vessels under Cyprus tonnage tax regime) (b) a manager or director with authority to direct payments from bank accounts opened and managed from Cyprus (ii) employees performing or supporting corporate headquarter functions to be identified by Euronav and Frontline (e.g. corporate strategy, finance, communications and investor relations, consolidation, accounting, group tax compliance, legal, HR, IT) (iii) secretarial support to the Board and the Board Committees including organisation, planning, administration and archiving thereof. Cyprus management office to be point of reception and correspondence for Frontline and books, accounts and archives to be maintained in Cyprus (in paper or digital form).
		•	Operational office in Antwerp to be maintained and, after a legal merger and so long as the (former) Euronav activities are not contributed into a Belgian subsidiary, to be maintained within a Belgian branch managed by a branch manager reporting to the CEO.
		•	Operational offices of the combined group in Oslo, UK, Singapore, Greece and the United States expected to play a significant role in the organization and will be further evaluated.
6.	Commercial and Technical Management	•	Chartering headquarters is expected to be London in line with business practice.
		•	Pool services to be maintained but fully integrated into Frontline as of Tender Offer Completion and streamlined to provide commercial services only.
		•	Complement Chartering to build world-class team.
		•	Internal Ship Management operations of Euronav to be retained for Frontline and to be benchmarked against external ship manager providers currently used by Frontline on the Frontline fleet. Initially to be overseen by the Integration Committee following Tender Offer Completion and with the Board and Senior Management team to evaluate appropriate mix of insourced and outsourced ship management services over the following 12 months.
7.	Strategy - ESG	Strategy/Growth
		•	ESG / Sustainability
		•	Tanker market leader on ESG matters
8.	Remuneration	•	New employee incentivisation plans to be implemented for Frontline management (including current Euronav management) following Tender Offer Completion.
		•	Total remuneration package of Frontline management (including current Euronav management) and Board (including quantum of employee incentivisation plans, salaries and D&O insurance) to be

			competitive (Benchmark is DHT,INSW,TK) and/or in line with current packages.
		•	Any changes to total remuneration package Frontline management Frontline management (including current Euronav management) and Frontline Board (including employee incentivisation plans, salaries and D&O insurance) are to be exclusively proposed by the Remuneration Committee to the Frontline Board for approval.
		•	Tax-neutral roll-over (or equivalent) solution to be found for employee incentivisation plans of current Euronav management board; need to be taken into account in transaction structure and replaced by an equivalent arrangement for the unvested units.
9.	Support Agreement by Hemen	For a period until the earlier of (i) completion of a Squeeze-out (ii) Merger Completion (in case of (i) or (ii), this will be replaced by the arrangements set forth in Schedule 3 to the Combination Agreement) or (iii) 30 months from the last Tender Offer Settlement
		•	Hemen Parties to vote in favour of the (re-)appointment of the Joint and Euronav Members in accordance with Clause 2 to seek to secure appointments for such members in such period.
		•	Hemen Parties to support the recommendations of the Board committees under Clause 3
		•	Hemen Parties to use its voting and proposal rights as a shareholder only in favour of Frontline Board (Committee)-endorsed proposals,
		•	Hemen to vote against any non-Frontline Board-endorsed proposals
		•	The Hemen Parties shall give an irrevocable proxy to the Frontline Board to vote in accordance with the provisions of the support agreement, to secure the performance of the Hemen Parties’ obligations owed to the Company under the support agreement

			strategy and decisions with a major impact on the Combined Company (all to be further defined in a governance charter) shall be the exclusive competence of the Frontline Board.
		•	In principle, the Frontline Board will hold at least 4 scheduled meetings per year.
		•	All the scheduled board meetings held each year shall in principle be physically held in Cyprus unless exceptionally another location is appropriate (e.g. in the context of a corporate event or where a board meeting is held in or close to one of the group’s offices). In any case, it is not expected that any physical board meeting will be held in Belgium more than once a year.
		•	In addition to the scheduled Frontline Board meetings, additional meetings shall be held whenever required or useful in the interest of Frontline. Such meetings shall usually be held by a conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other. Decisions may also be adopted, without a meeting, by written resolutions.
		•	Most of the directors will attend such conference call or sign such written resolution in the country where they happen to be present at that time (often their home country).
3.	Corporate Governance - Committees	Board Committees
		•	Nomination Committee - 3 members (1 Euronav Member (chair) - 1 Joint Member - 1 Hemen Member – staggered composition for the Governance Period)
		•	Audit and Risk Committee - 3 members (1 Euronav Member - 1 Joint Member (Chair) - 1 Hemen Member)
		•	Remuneration Committee – 3 members (1 Euronav Member – 1 Joint Member (Chair) - 1 Hemen Member)
		The majority of the (scheduled) meetings of each Board Committee held each year shall be physically held in Cyprus. The Chair of any Board Committee shall have no casting vote. Other Committees
		•	Integration Committee - 2 members (Euronav CEO – 1 nominated by the Frontline Parties). To continue work in accordance with Term Sheet and Combination Agreement. The Integration Committee shall meet at least once a month.
		•	Chartering Committee – 2 members (Euronav CEO – 1 nominated by the Frontline Parties): to be set up as of the Final Starting Point if not set up before
		•	Sustainability Committee (mix of Frontline Board members and Management)
		•	Any other Committees and their composition to be resolved upon by the Frontline Board
		Terms of reference to be agreed by both Parties for all committees for the Governance Period.
4.	Corporate Governance – Bye-Laws	•	The first five bullet points and the seventh and eighth bullet point in Clause 2 (for the avoidance of doubt excluding the introduction to clause 2) and the board committee provisions of Clause 3, to be reflected in the Frontline Articles with changes to the bye- laws requiring 75% shareholder approval until the expiry of the Governance Period
		•	Frontline Articles to be adopted (in cascade) as part of the Frontline Relocation Approval with the provisions referenced in the previous bullet included and entering into force conditional upon the Final Starting Point.
5.	Senior Executives	•	Euronav CEO and current Euronav CFO (Lieve Logghe) as at the Agreement Date (residing in Belgium) to be retained as CEO and CFO of Frontline upon commencement of the Governance Period, it being understood, for the avoidance of doubt, that this clause does not prevent their earlier appointment.
		•	Other executives / senior management members will be selected among existing Frontline and Euronav remaining management or potential new candidates and will be evaluated by the Integration Committee on an as needed basis in order to retain/attract the best talents and proposed to and resolved upon

			by the Nomination Committee.
		•	All executives to be exclusively employed by the combined group following Tender Offer Completion
		•	Management office to be opened in Cyprus (“Frontline head office”) with personnel (expected at least five FTE in the short term) performing at least the following functions (i) senior officials with authority to bind Frontline for day-to-day management purposes, including (a) a country manager reporting to the CEO with specific functions and authority with respect to the (pre-combination) Frontline business including coordination of possible post- combination reorganisation thereof (including exploring the possibility of bringing vessels under Cyprus tonnage tax regime) (b) a manager or director with authority to direct payments from bank accounts opened and managed from Cyprus (ii) employees performing or supporting corporate headquarter functions to be identified by Euronav and Frontline (e.g. corporate strategy, finance, communications and investor relations, consolidation, accounting, group tax compliance, legal, HR, IT) (iii) secretarial support to the Board, and the Board Committees including organisation, planning, administration and archiving thereof. Cyprus management office to be point of reception and correspondence for Frontline and books, accounts and archives to be maintained in Cyprus (in paper or digital form).
		•	Operational office in Antwerp to be maintained and, after a legal merger and so long as the (former) Euronav activities are not contributed into a Belgian subsidiary, to be maintained within a Belgian branch managed by a branch manager reporting to the CEO.
		•	Operational offices of the combined group in Oslo, UK, Singapore, Greece and the United States expected to play a significant role in the organization and will be further evaluated.
6.	Commercial and Technical Management	•	Chartering headquarters is expected to be London in line with business practice.
		•	Pool services to be maintained but fully integrated into Frontline as of Tender Offer Completion and streamlined to provide commercial services only.
		•	Complement Chartering to build world-class team.
		•	Internal Ship Management operations of Euronav to be retained for Frontline and to be benchmarked against external ship manager providers currently used by Frontline on the Frontline fleet. Initially to be overseen by the Integration Committee following Tender Offer Completion and with the Board and Senior Management team to evaluate appropriate mix of insourced and outsourced ship management services over the following 12 months.
7.	Strategy - ESG	Financing/Balance Sheet/Liquidity
		•	Leverage capped at 60% based on the current book values ~VLCC@94m equivalent for a new VLCC
		•	2-year liquidity runway (cash and committed available revolvers) to cover 2 years of bad markets (VLCC @15k/day and Suez @12k/day)]
		Strategy/Growth
		•	Focus on VLCC and Suezmax
		•	ESG / Sustainability
		•	Tanker market leader on ESG matters
		Shareholder Return
		•	Cash dividends are the preferred alternative for return to shareholders, but with the possibility for Frontline to proceed to stock repurchases should that be deemed more beneficial for Frontline and its shareholders, subject to Applicable Law.
		•	When setting the targeted return (of net profit) to the shareholders, the Frontline Board will consider critical items which include, but are not limited to; underlying current market, charter coverage, leverage profile and capex commitment.
8.	Remuneration	•	New employee incentivisation plans to be implemented for Frontline management (including current Euronav management) following Tender Offer Completion.
		•	Total remuneration package of Frontline management (including

			current Euronav management) and Board (including quantum of employee incentivisation plans, salaries and D&O insurance) to be competitive (Benchmark is DHT,INSW,TK) and/or in line with current packages.
		•	Any changes to total remuneration package Frontline management Frontline management (including current Euronav management) and Frontline Board (including employee incentivisation plans, salaries and D&O insurance) are to be exclusively proposed by the Remuneration Committee to the Frontline Board for approval.
		•	Tax-neutral roll-over (or equivalent) solution to be found for employee incentivisation plans of current Euronav management board; need to be taken into account in transaction structure and replaced by an equivalent arrangement for the unvested units.
9.	Support Agreement by Hemen	For the Governance Period
		•	Hemen Parties to vote in favour of the (re-)appointment of the Joint and Euronav Members in accordance with Clause 2 to seek to secure appointments for such members until the expiry of the Governance Period.
		•	Hemen Parties to support the recommendations of the Board committees under Clause 3
		•	Hemen Parties to use its voting and proposal rights as a shareholder only in favour of Frontline Board (Committee)-endorsed proposals,
		•	Hemen to vote against any non-Frontline Board-endorsed proposals
		•	The Hemen Parties shall give an irrevocable proxy to the Frontline Board to vote in accordance with the provisions of the support agreement, to secure the performance of the Hemen Parties’ obligations owed to the Company under the support agreement

Euronav NV	Frontline Ltd.

Mr. Brian Gallagher	Lars H. Barstad
Euronav Investor Relations Tel: +44 20 7870 0436	Chief Executive Officer, Frontline Management AS

Email: IR@euronav.com	Tel: +47 23 11 40 37

	Email: lba@frontmgt.no