Reference is made to the former notification where Frontline Ltd (“FRO”) had acquired more than 97% of the share capital in Mosvold Shipping Ltd. (“MSL”). According to Bermuda law, the owner of more than 95% of the share capital in a Bermudan company may demand compulsory acquisition of the minority shareholders’s shares.
The Board of Frontline has decided to demand compulsory acquisition of the minority shareholders’s shares in MSL at a price of NOK 5.75 per share. The price equals the price offered by Frontline in the public offering on MSL. The notification, which will be sent to the shareholders in MSL within short.
In accordance with Bermudan law minority shareholders have a period of one month in which they may make a demand or application for appraisal to be made. Unlike Norwegian law Frontline will not automatically have to cover the appraisal costs. Both the costs of the shareholder demanding appraisal as well as Frontline’s own costs related to the appraisal may at the court’s discretion have to be covered by the shareholder who demands appraisal.
If no demand for appraisal is forwarded before the end of the one month period mentioned above, then compulsory acquisition will be handled as quickly as possible thereafter. If a demand is put forth within the time limit, then compulsory acquisition will take place immediately after an appraisal is done, subject to Frontline accepting the appraisal. Frontline has the option to not complete the acquisition if unsatisfied with the appraisal. An appraisal would be expected to take 3 to 6 months.
When the shares in MSL are registered with Frontline in the Norwegian Securities Registry (“VPS”), Frontline will call an EGM in MSL for vote on the de-listing of the MSL shares on the Oslo Stock Exchange.
25 July 2001