Frontline's Board decided today to uphold its offer to the shareholders of ICB until further notice has been given. Frontline offers SEK 115 per B-share and SEK 130 per A-share in cash. The terms of the offer are otherwise unchanged. Frontline, nevertheless, may still withdraw the offer based on the non-cash share issue proposed by ICB's Board or other similar circumstances beyond Frontline's control.
Because the Board of ICB has summoned a shareholders' meeting on October 17, 1997, to treat, among other things, the Board's proposed new share issue relating to ICB's agreement with Obelia Finance Company to acquire all the shares of Astro Tankers Ltd on certain terms described in the summon, Frontline's Board has communicated the following to the Board of ICB:
It is Frontline's view that the non-cash share issue serves only to block or obstruct Frontline's completion of the offer to ICB's shareholders and that the conditions for the non-cash share issue are not based on commercial considerations and thereby conflicts with the general clause of the Swedish company's act.
Frontline is therefore opposed to the approval and implementation of the above mentioned non-cash share issue and accordingly intends to vote against the Boards proposal at the shareholders' meeting. Should the shareholders' meeting decide in accordance with the Board's proposal, Frontline requests that the shareholders' meeting subsequently decides on the following proposal:
· that a law suit is brought against the representatives of the Board, the Managing Director, the Company's auditor and those shareholders voting in favour of the proposed non-cash share issue holding them liable to compensate for the damage to ICB based on the non-cash share issue approved by the shareholders' meeting.
· that the shareholders' meeting mandate a special investigation of the approved non-cash share issue and related transactions, and
· that the shareholders' meeting mandate the hiring of a minority auditor.
Hamilton, Bermuda, October 8, 1997
Frontline Ltd Board of Directors
Questions should be directed at: Tom E. Jebsen, CFO of Frontline Management AS, tel +47 23 11 40 00