On December 1, 2004, the Board of Frontline Ltd (“Frontline” or the “Company”) announced the de-merger and spin off to Frontline’s shareholders of the Company’s newly formed Bermuda subsidiary, Golden Ocean Group Limited (“Golden Ocean”). All non United States (“U.S.”) shareholders of Frontline, subject to certain exceptions, received three shares in Golden Ocean for each share they held in Frontline. Certain U.S. shareholders are also entitled to receive Golden Ocean shares. The terms of the share distribution are set out in detail in the Company’s announcement of December 1, 2004. Holders of Frontline shares who will not be entitled to receive Golden Ocean shares (“Cash Recipents”) will receive a cash distribution based on the market value of the Golden Ocean shares on the Oslo Stock Exchange (“OSE).
The record date for the spin off and share distribution was December 10, 2004 and the share distribution took place on December 13, 2004 (the “Distribution Date”). Golden Ocean was listed on the OSE on December 15, 2004. On the Distribution Date, a number of shares equal to the estimated Cash Recipients’ allotment was transferred to a VPS account under Nordea Bank, a VPS custodian. Twenty percent (20%) of these shares have been sold in the open market, each day for the first five trading days on the OSE. The average share price (the “Cash Price”) determined as a result of the sales over those five days is NOK 3.71, equivalent to US$0.60 per Golden Ocean share. Accordingly, each Frontline shareholder that is a Cash Recipient will receive US$1.80 per Frontline share.
The ex dividend date for Frontline on the New York Stock Exchange is tentatively set at December 23, 2004. The Cash Price is expected to be paid on January 4, 2005.
December 22, 2004
The Board of Directors