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Bermuda
(State or other jurisdiction of
incorporation or organization)
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98-0459426
(I.R.S. Employer
Identification No.)
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Frontline Ltd.
Par-la-Ville Place
14 Par-la-Ville Road
Hamilton, HM 08
Bermuda
+1 (441) 295 6935
(Address and telephone number of
Registrant's principal executive offices)
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Seward & Kissel LLP
Attention: Gary J. Wolfe, Esq.
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
(Name, address and telephone number of
agent for service)
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Gary J. Wolfe, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
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Title of Each Class of
Securities to be Registered |
Amount to
be Registered(1) |
Proposed Maximum
Aggregate Offering Price(1) |
Amount of
Registration Fee |
Ordinary Shares, par value $1.00 per share
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Preferred Shares
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Debt Securities (2)
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Warrants (3)
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Purchase Contracts (4)
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Rights (5)
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Units (6)
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Total
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Indeterminate
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Indeterminate
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$0(1)
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(1) |
An indeterminate aggregate initial offering amount or number of ordinary shares, preferred shares and debt securities of each identified class is being registered as may from time to time be issued in primary
offerings at indeterminate prices. Also includes such indeterminate amount of debt securities, ordinary shares and preferred shares as may be issued upon conversion or exchange for any other debt securities or preferred shares that
provide for conversion or exchange into other securities. In connection with the securities offered hereby, the registrant is deferring payment of all of the registration fees and will pay registration fees on a “pay-as-you-go” basis in
accordance with Rule 456(b) and Rule 457(r).
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(2) |
Registered hereunder are an indeterminate number of debt securities as may from time to time be sold at indeterminate prices.
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(3) |
Registered hereunder are an indeterminate number of warrants as may from time to time be sold at indeterminate prices.
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(4) |
Registered hereunder are an indeterminate number of purchase contracts as may from time to time be sold at indeterminate prices.
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(5) |
Registered hereunder are an indeterminate number of rights as may from time to time be sold at indeterminate prices.
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(6) |
Registered hereunder are an indeterminate number of units as may from time to time be sold at indeterminate prices. Units may consist of any combination of securities
registered hereunder.
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(1)
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our ordinary shares,
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(2)
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our preferred shares,
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(3)
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our debt securities,
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(4)
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our warrants,
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(5)
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our purchase contracts,
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(6)
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our rights, and
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(7)
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our units.
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PROSPECTUS SUMMARY
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1
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RISK FACTORS
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5
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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6
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USE OF PROCEEDS
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7
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CAPITALIZATION
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8
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ENFORCEABILITY OF CIVIL LIABILITIES
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9
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PLAN OF DISTRIBUTION
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10
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SELLING SHAREHOLDERS
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12
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DESCRIPTION OF CAPITAL STOCK
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13
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DESCRIPTION OF DEBT SECURITIES |
15 |
DESCRIPTION OF WARRANTS
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22
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DESCRIPTION OF PURCHASE CONTRACTS
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23
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DESCRIPTION OF RIGHTS
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24
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DESCRIPTION OF UNITS
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25
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EXPENSES
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26
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LEGAL MATTERS
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26
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EXPERTS
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26
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
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27
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(i) |
47 vessels owned by the Company (13 VLCCs, 16 Suezmax tankers, 18 LR2/Aframax tankers);
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(ii) |
three vessels that are under finance leases;
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(iii) |
one VLCC that is recorded as an investment in finance lease;
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(iv) |
two VLCCs chartered in from an unrelated third party; and
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(v) |
nine vessels that are under the Company’s commercial management (three VLCCs, two Suezmax tankers, two LR2 tankers and two Aframax oil tankers).
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Vessel
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Built
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Approximate Dwt.
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Flag
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Type of Employment(1)
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Tonnage Owned
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VLCCs
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||||||||
Front Kathrine
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2009
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297,000
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MI
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Spot market
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||||
Front Queen
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2009
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297,000
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MI
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Spot market
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Front Eminence
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2009
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321,000
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MI
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Spot market
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||||
Front Endurance
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2009
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321,000
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MI
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Spot market
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Front Cecilie
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2010
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297,000
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HK
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Spot market
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Front Signe
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2010
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297,000
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HK
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Spot market
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Front Duke
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2016
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299,000
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MI
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Spot market
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Front Duchess
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2017
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299,000
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MI
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Spot market
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Front Earl
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2017
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300,000
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MI
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Spot market
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Front Prince
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2017
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300,000
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MI
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Spot market
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Front Empire
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2018
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300,000
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MI
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Spot market
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Front Princess
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2018
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300,000
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MI
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Spot market
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Front Defender
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2019
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300,000
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MI
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Spot market
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Suezmax Tankers
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Front Ull
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2014
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157,000
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MI
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Spot market
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Front Idun
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2015
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157,000
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MI
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Spot market
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Front Thor
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2010
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156,000
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MI
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Spot market
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Front Loki
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2010
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156,000
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MLT(2)
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Time charter
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Front Odin
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2010
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156,000
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MI
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Spot market
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Front Njord
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2010
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156,000
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HK
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Spot market
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Front Balder
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2009
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156,000
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MI
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Spot market
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Front Brage
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2011
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156,000
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MI
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Spot market
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Front Crown
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2016
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157,000
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MI
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Spot market
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Front Challenger
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2016
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157,000
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MI
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Spot market
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Front Classic
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2017
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157,000
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MI
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Spot market
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Front Clipper
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2017
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157,000
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MI
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Time charter with profit split
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Front Crystal
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2017
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157,000
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MI
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Spot market
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Front Coral
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2017
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158,000
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MI
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Spot market
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Front Cosmos
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2017
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158,000
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MI
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Market related time charter
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Front Cascade
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2017
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157,000
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MI
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Spot market
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LR2/Aframax Tankers
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Front Lion(3)
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2014
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115,000
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MI
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Time charter
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Front Puma
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2015
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115,000
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MI
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Spot market
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Front Panther
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2015
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115,000
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MI
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Spot market
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Front Tiger
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2015
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115,000
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MI
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Spot market
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Front Ocelot
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2016
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110,000
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MI
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Spot market
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Front Cheetah
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2016
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113,000
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MI
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Spot market
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Front Lynx
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2016
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110,000
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MI
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Spot market
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Front Cougar
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2016
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110,000
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MI
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Spot market
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Front Leopard
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2016
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110,000
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MI
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Spot market
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Front Jaguar
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2016
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110,000
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MI
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Spot market
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Front Altair
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2016
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110,000
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MI
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Spot market
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Front Antares
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2017
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110,000
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MI
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Spot market
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Front Vega
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2017
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111,000
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MI
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Spot market
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Front Sirius
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2017
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111,000
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MI
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Spot market
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Front Castor
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2017
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110,000
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MI
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Market related time charter
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Front Pollux
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2017
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110,000
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MI
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Spot market
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Front Capella
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2017
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110,000
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MI
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Spot market
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Front Polaris
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2018
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111,000
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MI
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Spot market
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Tonnage chartered-in from Ship Finance International Ltd.
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VLCCs
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Front Hakata
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2002
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298,000
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BA
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Spot market
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Front Force
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2004
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305,000
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MI
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Spot market
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Front Energy
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2004
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305,000
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MI
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Spot market
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Tonnage chartered-in from other third parties
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VLCCs
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FPMC C Melody
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2011
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297,000
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LIB
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Spot market
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FMPC C Noble
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2012
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297,000
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LIB
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Spot market
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1. |
Time charter includes those contracts with durations in excess of six months.
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2. |
In the second quarter of 2019, the Front Loki became registered under the Malta flag.
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3. |
This vessel commenced a time charter in August 2015 which was extended with the earliest possible re-delivery in January 2020.
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(1)
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our ordinary shares,
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(2)
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our preferred shares,
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(3)
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our debt securities,
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(4)
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our warrants,
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(5)
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our purchase contracts,
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(6)
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our rights, and
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(7)
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our units.
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a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction;
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purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account;
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ordinary brokerage transactions and transactions in which a broker solicits purchasers; or
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trading plans entered into by us pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus
supplement hereto that provide for periodic sales of our securities on the basis of parameters described in such trading plans.
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enter into transactions involving short sales of our ordinary shares by broker-dealers;
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sell ordinary shares short and deliver the shares to close out short positions;
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enter into option or other types of transactions that require us to deliver ordinary shares to a broker-dealer, who will then resell or transfer the ordinary shares under this prospectus; or
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loan or pledge the ordinary shares to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares.
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the designation, aggregate principal amount and authorized denominations;
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the issue price, expressed as a percentage of the aggregate principal amount;
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the maturity date;
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the interest rate per annum, if any;
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if the debt securities provide for interest payments, the date from which interest will accrue, the dates on which interest will be payable, the date on which payment of interest will commence and the regular
record dates for interest payment dates;
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any optional or mandatory sinking fund provisions or exchangeability provisions;
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the terms and conditions upon which conversion of any convertible debt securities may be effected, including the conversion price, the conversion period and other conversion provisions;
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whether the debt securities will be our senior or subordinated securities;
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whether the debt securities will be our secured or unsecured obligations;
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the applicability and terms of any guarantees;
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the date, if any, after which and the price or prices at which the debt securities may be optionally redeemed or must be mandatorily redeemed and any other terms and provisions of optional or mandatory
redemptions;
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if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the debt securities of the series will be issuable;
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if other than the full principal amount, the portion of the principal amount of the debt securities of the series which will be payable upon acceleration or provable in bankruptcy;
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any events of default not set forth in this prospectus;
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the currency or currencies, including composite currencies, in which principal, premium and interest will be payable, if other than the currency of the United States of America;
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if principal, premium or interest is payable, at our election or at the election of any holder, in a currency other than that in which the debt securities of the series are stated to be payable, the period or
periods within which, and the terms and conditions upon which, the election may be made;
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whether interest will be payable in cash or additional securities at our or the holder's option and the terms and conditions upon which the election may be made;
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if denominated in a currency or currencies other than the currency of the United States of America, the equivalent price in the currency of the United States of America for purposes of determining the voting
rights of holders of those debt securities under the applicable indenture;
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if the amount of payments of principal, premium or interest may be determined with reference to an index, formula or other method based on a coin or currency other than that in which the debt securities of the
series are stated to be payable, the manner in which the amounts will be determined;
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any restrictive covenants or other material terms relating to the debt securities;
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whether the debt securities will be issued in the form of global securities or certificates in registered form;
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any listing on any securities exchange or quotation system;
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additional provisions, if any, related to defeasance and discharge of the debt securities; and
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any other special features of the debt securities.
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our ability to incur either secured or unsecured debt, or both;
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our ability to make certain payments, dividends, redemptions or repurchases;
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our ability to create dividend and other payment restrictions affecting our subsidiaries;
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our ability to make investments;
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mergers and consolidations by us or our subsidiaries;
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sales of assets by us;
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our ability to enter into transactions with affiliates;
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our ability to incur liens; and
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sale and leaseback transactions.
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(1) |
changes the amount of securities whose holders must consent to an amendment, supplement or waiver;
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(2) |
reduces the rate of or changes the interest payment time on any security or alters its redemption provisions (other than any alteration to any such section which would not materially adversely affect the legal
rights of any holder under the indenture) or the price at which we are required to offer to purchase the securities;
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(3) |
reduces the principal or changes the maturity of any security or reduces the amount of, or postpones the date fixed for, the payment of any sinking fund or analogous obligation;
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(4) |
waives a default or event of default in the payment of the principal of or interest, if any, on any security (except a rescission of acceleration of the securities of any series by the holders of at least a
majority in principal amount of the outstanding securities of that series and a waiver of the payment default that resulted from such acceleration);
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(5) |
makes the principal of or interest, if any, on any security payable in any currency other than that stated in the security;
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(6) |
makes any change with respect to holders' rights to receive principal and interest, the terms pursuant to which defaults can be waived, certain modifications affecting shareholders or certain currency-related
issues; or
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(7) |
waives a redemption payment with respect to any security or changes any of the provisions with respect to the redemption of any securities;
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default in any payment of interest when due which continues for 30 days;
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default in any payment of principal or premium at maturity;
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default in the deposit of any sinking fund payment when due;
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default in the performance of any covenant in the debt securities or the applicable indenture which continues for 60 days after we receive notice of the default;
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default under a bond, debenture, note or other evidence of indebtedness for borrowed money by us or our subsidiaries (to the extent we are directly responsible or liable therefor) having a principal amount in
excess of a minimum amount set forth in the applicable subsequent filings, whether such indebtedness now exists or is hereafter created, which default shall have resulted in such indebtedness becoming or being declared due and payable
prior to the date on which it would otherwise have become due and payable, without such acceleration having been rescinded or annulled or cured within 30 days after we receive notice of the default; and
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events of bankruptcy, insolvency or reorganization.
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the title of such warrants;
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the aggregate number of such warrants;
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the price or prices at which such warrants will be issued;
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the number and type of our securities purchasable upon exercise of such warrants;
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the price at which our securities purchasable upon exercise of such warrants may be purchased;
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the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
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if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
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if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
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if applicable, the date on and after which such warrants and the related securities will be separately transferable;
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information with respect to book-entry procedures, if any;
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if applicable, a discussion of any material U.S. federal income tax considerations; and
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any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
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the exercise price for the rights;
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the number of rights issued to each shareholder;
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the extent to which the rights are transferable;
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any other terms of the rights, including terms, procedures and limitations relating to the exchange and exercise of the rights;
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the date on which the right to exercise the rights will commence and the date on which the right will expire;
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the amount of rights outstanding;
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the extent to which the rights include an over-subscription privilege with respect to unsubscribed securities; and
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the material terms of any standby underwriting arrangement entered into by us in connection with the rights offering.
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the terms of the units and of the rights, purchase contracts, warrants, debt securities, preferred shares and ordinary shares comprising the units, including whether and under what circumstances the securities comprising the units may
be traded separately;
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a description of the terms of any unit agreement governing the units;
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if applicable, a discussion of any material U.S. federal income tax considerations; and
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a description of the provisions for the payment, settlement, transfer or exchange of the units.
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SEC registration fee
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$
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(1
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)
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FINRA fees
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$
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*
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Legal fees and expenses
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$
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*
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Accounting fees and expenses
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$
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*
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Printing and engraving expenses
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$
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*
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||
NYSE Supplemental Listing Fee
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$
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*
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||
Transfer agent and registrar fees
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$
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*
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||
Indenture trustee fees and expenses
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$
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*
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Miscellaneous
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$
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*
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Total
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$
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*
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(1) |
The registrant is registering an indeterminate amount of securities under the registration statement and in accordance with Rules 456(b) and 457(r), the registrant is
deferring payment of the registration fee in connection with such securities until the time the securities are sold under the registration statement pursuant to a prospectus supplement.
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* |
To be provided by a prospectus supplement or as an exhibit to a Report on Form 6-K that is incorporated by reference into this registration statement.
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● |
Our Annual Report on Form 20-F for the year ended December 31, 2018, filed with the Commission on March 28, 2019, which contains our audited consolidated financial statements for the most recent fiscal year
for which those statements have been filed; and
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● |
Our current report on Form 6-K, furnished with the Commission on May 22, 2019 containing the unaudited condensed interim financial statement and related Management’s
Discussion and Analysis of our Financial Condition and Results of Operations for the three months ended March 31, 2019.
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● |
Our current report on Form 6-K, furnished with the Commission on July 3, 2019 containing announcements relating to the Front Altair and certain vessel acquisitions.
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Frontline Ltd.
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Attn: Colleen Simmons
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Par-la-Ville Place
14 Par-la-Ville Road
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Hamilton, HM 08, Bermuda
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+1 (441) 295-6935
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147.
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No Director, Alternate Director, Officer, member of a committee authorised under Bye-law 108, Resident Representative of the Company or their respective heirs, executors or administrators shall be liable for the
acts, receipts, neglects, or defaults of any other such person or any person involved in the formation of the Company, or for any loss or expense incurred by the Company through the insufficiency or deficiency of title to any property
acquired by the Company, or for the insufficiency of deficiency of any security in or upon which any of the monies of the Company shall be invested, or for any loss or damage arising from the bankruptcy, insolvency, or tortious act of any
person with whom any monies, securities, or effects shall be deposited, or for any loss occasioned by any error of judgment, omission, default, or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen
in relation to the execution of his duties, or supposed duties, to the Company or otherwise in relation thereto.
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148.
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Every Director, Alternate Director, Officer, member of a committee constituted under Bye-Law 108, Resident Representative of the Company or their respective heirs, executors or administrators shall be indemnified
and held harmless out of the funds of the Company to the fullest extent permitted by Bermuda law against all liabilities loss damage or expense (including but not limited to liabilities under contract, tort and statute or any applicable
foreign law or regulation and all reasonable legal and other costs and expenses properly payable) incurred or suffered by him as such Director, Alternate Director, Officer, committee member or Resident Representative and the indemnity
contained in this Bye-Law shall extend to any person acting as such Director, Alternate Director, Officer, committee member or Resident Representative in the reasonable belief that he has been so appointed or elected notwithstanding any
defect in such appointment or election.
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149.
|
Every Director, Alternate Director, Officer, member of a committee constituted under Bye-Law 108, Resident Representative of the Company and their respective heirs, executors or administrators shall be indemnified
out of the funds of the Company against all liabilities incurred by him as such Director, Alternate Director, Officer, member of a committee constituted under Bye-Law 108, Resident Representative in defending any proceedings, whether civil or
criminal, in which judgment is given in his favour, or in which he is acquitted, or in connection with any application under the Companies Acts in which relief from liability is granted to him by the court.
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150.
|
To the extent that any Director, Alternate Director, Officer, member of a committee constituted under Bye-Law 108, Resident Representative of the Company or any of their respective heirs, executors or administrators
is entitled to claim an indemnity pursuant to these Bye-Laws in respect of amounts paid or discharged by him, the relative indemnity shall take effect as an obligation of the Company to reimburse the person making such payment or effecting
such discharge.
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151.
|
The Board may arrange for the Company to be insured in respect of all or any part of its liability under the provision of these Bye-laws and may also purchase and maintain insurance for the benefit of any Directors,
Alternate Directors, Officers, person or member of a committee authorised under Bye-law 108, employees or Resident Representatives of the Company in respect of any liability that may be incurred by them or any of them howsoever arising in
connection with their respective duties or supposed duties to the Company. This Bye-law shall not be construed as limiting the powers of the Board to effect such other insurance on behalf of the Company as it may deem appropriate.
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|
152.
|
Notwithstanding anything contained in the Principal Act, the Company may advance moneys to an Officer or Director for the costs, charges and expenses incurred by the Officer or Director in defending any civil or
criminal proceedings against them on the condition that the Director or Officer shall repay the advance if any allegation of fraud or dishonesty is proved against them.
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153.
|
Each Member agrees to waive any claim or right of action he might have, whether individually or by or in the right of the Company, against any Director, Alternate Director, Officer of the Company, person or member
of a committee authorised under Bye-law 108, Resident Representative of the Company or any of their respective heirs, executors or administrators on account of any action taken by any such person, or the failure of any such person to take any
action in the performance of his duties, or supposed duties, to the Company or otherwise in relation thereto.
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154.
|
The restrictions on liability, indemnities and waivers provided for in Bye-laws 147 to 153 inclusive shall not extend to any matter which would render the same void pursuant to the Companies Acts.
|
|
155.
|
The restrictions on liability, indemnities and waivers contained in Bye-laws 147 to 153 inclusive shall be in addition to any rights which any person concerned may otherwise be entitled by contract or as a matter of
applicable Bermuda law.
|
|
(a)
|
Under Rule 415 of the Securities Act,
|
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement, unless the information required to be included in a post-effective amendment by
paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement, or is contained in a form of a prospectus filed pursuant to Rule 424(b) that is part of the registration statement;
|
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;
|
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
|
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
|
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
|
(4)
|
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering.
Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required
pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 or Rule 3-19 under the Securities Act of 1933 if such
financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Form F-3.
|
|
(5)
|
That, for the purpose of determining any liability under the Securities Act of 1933, as amended, to any purchaser;
|
|
(i)
|
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this Registration Statement as of the date the filed prospectus was deemed part of and included in this Registration
Statement; and
|
|
(ii)
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or
(x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
|
|
(6)
|
That, for the purpose of determining any liability under the Securities Act of 1933, as amended, to any purchasers in the initial distribution of the securities, the undersigned registrant undertakes that in a
primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant;
and
|
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
|
(b)
|
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
|
|
(c)-(d)
|
Not applicable.
|
|
(e)
|
The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim
financial information.
|
(f) – (g)
|
Not applicable.
|
|
(h)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
|
|
(i)
|
Not applicable.
|
|
(j)
|
The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance
with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
|
|
(k)-(l)
|
Not applicable.
|
|
Frontline Ltd.
(Registrant)
|
||
|
By
|
/s/ Robert Hvide Macleod
|
|
|
Name:
|
Robert Hvide Macleod
|
|
|
Title:
|
Principal Executive Officer and Director
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
|
|
|
|
|
/s/ James O’Shaughnessy
|
|
Director
|
|
James O’Shaughnessy
|
|
|
|
|
|
|
|
/s/ Ulrika Laurin
|
|
Director
|
|
Ulrika Laurin
|
|
|
|
|
|
|
|
/s/ Ola Lorentzon
|
|
Director
|
|
Ola Lorentzon
|
|
|
|
|
|
|
|
/s/ Robert Hvide Macleod
|
|
Principal Executive Officer and Director
|
|
Robert Hvide Macleod
|
|
|
|
|
|
|
|
/s/ Inger M. Klemp
|
|
Principal Financial Officer and Principal Accounting Officer
|
|
Inger M. Klemp
|
|
|
|
|
|
|
|
|
PUGLISI & ASSOCIATES
|
||
|
|
By:
|
/s/ Donald J. Puglisi
|
|
|
|
Name:
|
Donald J. Puglisi
|
|
|
|
Title:
|
Authorized Representative in the United States
|
23.3
|
|
24.1
|
|
25.1
|
T-1 Statement of Eligibility (senior indenture) *
|
25.2
|
T-1 Statement of Eligibility (subordinated indenture) *
|
*
|
To be filed either as an amendment or as an exhibit to a report filed pursuant to the Securities Exchange Act of 1934 of the Registrant and incorporated by reference into this Registration Statement.
|
|
||
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
|
1
|
SECTION 1.01.
|
Definitions.
|
1
|
SECTION 1.02.
|
Other Definitions.
|
5
|
SECTION 1.03.
|
Incorporation by Reference of Trust Indenture Act.
|
5
|
SECTION 1.04.
|
Rules of Construction.
|
6
|
ARTICLE II THE SECURITIES
|
6
|
SECTION 2.01.
|
Issuable in Series.
|
6
|
SECTION 2.02.
|
Establishment of Terms of Series of Securities.
|
7
|
SECTION 2.03.
|
Execution and Authentication.
|
9
|
SECTION 2.04.
|
Registrar and Paying Agent.
|
10
|
SECTION 2.05.
|
Paying Agent to Hold Money in Trust.
|
10
|
SECTION 2.06.
|
Securityholder Lists.
|
11
|
SECTION 2.07.
|
Transfer and Exchange.
|
11
|
SECTION 2.08.
|
Mutilated, Destroyed, Lost and Stolen Securities.
|
12
|
SECTION 2.09.
|
Outstanding Securities.
|
12
|
SECTION 2.10.
|
Treasury Securities.
|
13
|
SECTION 2.11.
|
Temporary Securities.
|
13
|
SECTION 2.12.
|
Cancellation.
|
13
|
SECTION 2.13.
|
Defaulted Interest.
|
14
|
SECTION 2.14.
|
Global Securities.
|
14
|
SECTION 2.15.
|
CUSIP Numbers.
|
16
|
ARTICLE III REDEMPTION
|
16
|
SECTION 3.01.
|
Notice to Trustee.
|
16
|
SECTION 3.02.
|
Selection of Securities to be Redeemed.
|
16
|
SECTION 3.03.
|
Notice of Redemption.
|
17
|
SECTION 3.04.
|
Effect of Notice of Redemption.
|
17
|
SECTION 3.05.
|
Deposit of Redemption Price.
|
18
|
SECTION 3.06.
|
Securities Redeemed in Part.
|
18
|
ARTICLE IV COVENANTS
|
18
|
SECTION 4.01.
|
Payment of Principal and Interest.
|
18
|
SECTION 4.02.
|
SEC Reports.
|
18
|
SECTION 4.03.
|
Compliance Certificate.
|
19
|
SECTION 4.04.
|
Stay, Extension and Usury Laws.
|
20
|
SECTION 4.05.
|
Corporate Existence.
|
20
|
SECTION 4.06.
|
Taxes.
|
20
|
SECTION 4.07.
|
Additional Interest Notice.
|
20
|
SECTION 4.08.
|
Further Instruments and Acts.
|
20
|
ARTICLE V SUCCESSORS
|
21
|
SECTION 5.01.
|
When Company May Merge, Etc.
|
21
|
SECTION 5.02.
|
Successor Corporation Substituted.
|
21
|
ARTICLE VI DEFAULTS AND REMEDIES
|
21
|
SECTION 6.01.
|
Events of Default.
|
21
|
SECTION 6.02.
|
Acceleration of Maturity; Rescission and Annulment.
|
23
|
SECTION 6.03.
|
Collection of Indebtedness and Suits for Enforcement by Trustee.
|
25
|
SECTION 6.04.
|
Trustee May File Proofs of Claim.
|
25
|
SECTION 6.05.
|
Trustee May Enforce Claims Without Possession of Securities.
|
26
|
SECTION 6.06.
|
Application of Money Collected.
|
26
|
SECTION 6.07.
|
Limitation on Suits.
|
26
|
SECTION 6.08.
|
Unconditional Right of Holders to Receive Principal and Interest.
|
27
|
SECTION 6.09.
|
Restoration of Rights and Remedies.
|
27
|
SECTION 6.10.
|
Rights and Remedies Cumulative.
|
27
|
SECTION 6.11.
|
Delay or Omission Not Waiver.
|
27
|
SECTION 6.12.
|
Control by Holders.
|
28
|
SECTION 6.13.
|
Waiver of Past Defaults.
|
28
|
SECTION 6.14.
|
Undertaking for Costs.
|
28
|
ARTICLE VII TRUSTEE
|
29
|
SECTION 7.01.
|
Duties of Trustee.
|
29
|
SECTION 7.02.
|
Rights of Trustee.
|
30
|
SECTION 7.03.
|
Individual Rights of Trustee.
|
31
|
SECTION 7.04.
|
Trustee's Disclaimer.
|
31
|
SECTION 7.05.
|
Notice of Defaults.
|
31
|
SECTION 7.06.
|
Reports by Trustee to Holders.
|
31
|
SECTION 7.07.
|
Compensation and Indemnity.
|
32
|
SECTION 7.08.
|
Replacement of Trustee.
|
32
|
SECTION 7.09.
|
Successor Trustee by Merger, etc.
|
33
|
SECTION 7.10.
|
Eligibility; Disqualification.
|
33
|
SECTION 7.11.
|
Preferential Collection of Claims Against Company.
|
34
|
ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE
|
34
|
SECTION 8.01.
|
Satisfaction and Discharge of Indenture.
|
34
|
SECTION 8.02.
|
Application of Trust Funds; Indemnification.
|
35
|
SECTION 8.03.
|
Legal Defeasance of Securities of any Series.
|
36
|
SECTION 8.04.
|
Covenant Defeasance.
|
37
|
SECTION 8.05.
|
Repayment to Company.
|
38
|
ARTICLE IX AMENDMENTS AND WAIVERS
|
38
|
SECTION 9.01.
|
Without Consent of Holders.
|
38
|
SECTION 9.02.
|
With Consent of Holders.
|
39
|
SECTION 9.03.
|
Limitations.
|
40
|
SECTION 9.04.
|
Compliance with Trust Indenture Act.
|
40
|
SECTION 9.05.
|
Revocation and Effect of Consents.
|
41
|
SECTION 9.06.
|
Notation on or Exchange of Securities.
|
41
|
SECTION 9.07.
|
Trustee Protected.
|
41
|
SECTION 9.08.
|
Effect of Supplemental Indenture.
|
41
|
ARTICLE X MISCELLANEOUS
|
42
|
SECTION 10.01.
|
Trust Indenture Act Controls.
|
42
|
SECTION 10.02.
|
Notices.
|
42
|
SECTION 10.03.
|
Communication by Holders with Other Holders.
|
43
|
SECTION 10.04.
|
Certificate and Opinion as to Conditions Precedent.
|
43
|
SECTION 10.05.
|
Statements Required in Certificate or Opinion.
|
43
|
SECTION 10.06.
|
Record Date for Vote or Consent of Holders.
|
44
|
SECTION 10.07.
|
Rules by Trustee and Agents.
|
44
|
SECTION 10.08.
|
Legal Holidays.
|
44
|
SECTION 10.09.
|
No Recourse Against Others.
|
44
|
SECTION 10.10.
|
Counterparts.
|
44
|
SECTION 10.11.
|
Governing Laws and Submission to Jurisdiction.
|
45
|
SECTION 10.12.
|
No Adverse Interpretation of Other Agreements.
|
45
|
SECTION 10.13.
|
Successors.
|
45
|
SECTION 10.14.
|
Severability.
|
45
|
SECTION 10.15.
|
Table of Contents, Headings, Etc.
|
45
|
SECTION 10.16.
|
Securities in a Foreign Currency or in ECU.
|
46
|
SECTION 10.17.
|
Judgment Currency.
|
46
|
SECTION 10.18.
|
Compliance with Applicable Anti-Terrorism and Money Laundering
Regulations.
|
47
|
ARTICLE XI SINKING FUNDS
|
47
|
SECTION 11.01.
|
Applicability of Article.
|
47
|
SECTION 11.02.
|
Satisfaction of Sinking Fund Payments with Securities.
|
48
|
SECTION 11.03.
|
Redemption of Securities for Sinking Fund.
|
48
|
Section 310(a)(1)
|
7.10
|
(a)(2)
|
7.10
|
(a)(3)
|
Not Applicable
|
(a)(4)
|
Not Applicable
|
(a)(5)
|
7.10
|
(b)
|
7.10
|
(c)
|
Not Applicable
|
Section 311(a)
|
7.11
|
(b)
|
7.11
|
(c)
|
Not Applicable
|
Section 312(a)
|
2.06
|
(b)
|
10.03
|
(c)
|
10.03
|
Section 313(a)
|
7.06
|
(b)(1)
|
7.06
|
(b)(2)
|
7.06
|
(c)(1)
|
7.06
|
(d)
|
7.06
|
Section 314(a)
|
4.02, 10.05
|
(b)
|
Not Applicable
|
(c)(1)
|
10.04
|
(c)(2)
|
10.04
|
(c)(3)
|
Not Applicable
|
(d)
|
Not Applicable
|
(e)
|
10.05
|
(f)
|
Not Applicable
|
Section 315(a)
|
7.01
|
(b)
|
7.05
|
(c)
|
7.01
|
(d)
|
7.01
|
(e)
|
6.14
|
Section 316(a)(1)(A)
|
6.12
|
(a)(1)(B)
|
6.13
|
(a)(2)
|
Not Applicable
|
(b)
|
6.13
|
(c)
|
10.06
|
Section 317(a)(1)
|
6.03
|
(a)(2)
|
6.04
|
(b)
|
2.05
|
Section 318(a)
|
10.01
|
TERM
|
DEFINED IN SECTION
|
"Applicable Law"
|
10.18
|
"Event of Default"
|
6.01
|
"Instrument"
|
6.01
|
"Journal"
|
10.16
|
"Judgment Currency"
|
10.17
|
"Legal Holiday"
|
10.08
|
"mandatory sinking fund payment"
|
11.01
|
"Market Exchange Rate"
|
10.16
|
"New York Banking Day"
|
10.17
|
"optional sinking fund payment"
|
11.01
|
"Paying Agent"
|
2.04
|
"Registrar"
|
2.04
|
"Required Currency"
|
10.17
|
"successor person"
|
5.01
|
"Temporary Securities"
|
2.11
|
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
|
1
|
||
SECTION 1.01.
|
Definitions.
|
1
|
|
SECTION 1.02.
|
Other Definitions.
|
5
|
|
SECTION 1.03.
|
Incorporation by Reference of Trust Indenture Act.
|
5
|
|
SECTION 1.04.
|
Rules of Construction.
|
6
|
|
ARTICLE II THE SECURITIES
|
6
|
||
SECTION 2.01.
|
Issuable in Series.
|
6
|
|
SECTION 2.02.
|
Establishment of Terms of Series of Securities.
|
7
|
|
SECTION 2.03.
|
Execution and Authentication.
|
9
|
|
SECTION 2.04.
|
Registrar and Paying Agent.
|
10
|
|
SECTION 2.05.
|
Paying Agent to Hold Money in Trust.
|
10
|
|
SECTION 2.06.
|
Securityholder Lists.
|
11
|
|
SECTION 2.07.
|
Transfer and Exchange.
|
11
|
|
SECTION 2.08.
|
Mutilated, Destroyed, Lost and Stolen Securities.
|
12
|
|
SECTION 2.09.
|
Outstanding Securities.
|
12
|
|
SECTION 2.10.
|
Treasury Securities.
|
13
|
|
SECTION 2.11.
|
Temporary Securities.
|
13
|
|
SECTION 2.12.
|
Cancellation.
|
13
|
|
SECTION 2.13.
|
Defaulted Interest.
|
14
|
|
SECTION 2.14.
|
Global Securities.
|
14
|
|
SECTION 2.15.
|
CUSIP Numbers.
|
16 | |
ARTICLE III REDEMPTION
|
16 | ||
SECTION 3.01.
|
Notice to Trustee.
|
16 | |
SECTION 3.02.
|
Selection of Securities to be Redeemed.
|
16 | |
SECTION 3.03.
|
Notice of Redemption.
|
17 | |
SECTION 3.04.
|
Effect of Notice of Redemption.
|
17 | |
SECTION 3.05.
|
Deposit of Redemption Price.
|
18 | |
SECTION 3.06.
|
Securities Redeemed in Part.
|
18 | |
ARTICLE IV COVENANTS
|
18 | ||
SECTION 4.01.
|
Payment of Principal and Interest.
|
18 | |
SECTION 4.02.
|
SEC Reports.
|
18 | |
SECTION 4.03.
|
Compliance Certificate.
|
19 | |
SECTION 4.04.
|
Stay, Extension and Usury Laws.
|
20 | |
SECTION 4.05.
|
Corporate Existence.
|
20 | |
SECTION 4.06.
|
Taxes.
|
20 | |
SECTION 4.07.
|
Additional Interest Notice.
|
20 | |
SECTION 4.08.
|
Further Instruments and Acts.
|
20 | |
ARTICLE V SUCCESSORS
|
21 | ||
SECTION 5.01.
|
When Company May Merge, Etc.
|
21 | |
SECTION 5.02.
|
Successor Corporation Substituted.
|
21 | |
ARTICLE VI DEFAULTS AND REMEDIES
|
21 | ||
SECTION 6.01.
|
Events of Default.
|
21 | |
SECTION 6.02.
|
Acceleration of Maturity; Rescission and Annulment.
|
23 | |
SECTION 6.03.
|
Collection of Indebtedness and Suits for Enforcement by Trustee.
|
25 | |
SECTION 6.04.
|
Trustee May File Proofs of Claim.
|
25 | |
SECTION 6.05.
|
Trustee May Enforce Claims Without Possession of Securities.
|
26 | |
SECTION 6.06.
|
Application of Money Collected.
|
26 | |
SECTION 6.07.
|
Limitation on Suits.
|
26 | |
SECTION 6.08.
|
Unconditional Right of Holders to Receive Principal and Interest.
|
27 | |
SECTION 6.09.
|
Restoration of Rights and Remedies.
|
27 | |
SECTION 6.10.
|
Rights and Remedies Cumulative.
|
27 | |
SECTION 6.11.
|
Delay or Omission Not Waiver.
|
27 | |
SECTION 6.12.
|
Control by Holders.
|
28 | |
SECTION 6.13.
|
Waiver of Past Defaults.
|
28 | |
SECTION 6.14.
|
Undertaking for Costs.
|
28 | |
ARTICLE VII TRUSTEE
|
29 | ||
SECTION 7.01.
|
Duties of Trustee.
|
29 | |
SECTION 7.02.
|
Rights of Trustee.
|
30 | |
SECTION 7.03.
|
Individual Rights of Trustee.
|
31 | |
SECTION 7.04.
|
Trustee's Disclaimer.
|
31 | |
SECTION 7.05.
|
Notice of Defaults.
|
31 | |
SECTION 7.06.
|
Reports by Trustee to Holders.
|
31 | |
SECTION 7.07.
|
Compensation and Indemnity.
|
32 | |
SECTION 7.08.
|
Replacement of Trustee.
|
32 | |
SECTION 7.09.
|
Successor Trustee by Merger, etc.
|
33 | |
SECTION 7.10.
|
Eligibility; Disqualification.
|
33 | |
SECTION 7.11.
|
Preferential Collection of Claims Against Company.
|
34 | |
ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE
|
34 | ||
SECTION 8.01.
|
Satisfaction and Discharge of Indenture.
|
34 | |
SECTION 8.02.
|
Application of Trust Funds; Indemnification.
|
35 | |
SECTION 8.03.
|
Legal Defeasance of Securities of any Series.
|
36 | |
SECTION 8.04.
|
Covenant Defeasance.
|
37 | |
SECTION 8.05.
|
Repayment to Company.
|
38 | |
ARTICLE IX AMENDMENTS AND WAIVERS
|
38 | ||
SECTION 9.01.
|
Without Consent of Holders.
|
38 | |
SECTION 9.02.
|
With Consent of Holders.
|
39 | |
SECTION 9.03.
|
Limitations.
|
40 | |
SECTION 9.04.
|
Compliance with Trust Indenture Act.
|
40 | |
SECTION 9.05.
|
Revocation and Effect of Consents.
|
41 | |
SECTION 9.06.
|
Notation on or Exchange of Securities.
|
41 | |
SECTION 9.07.
|
Trustee Protected.
|
41 | |
SECTION 9.08.
|
Effect of Supplemental Indenture.
|
41 | |
ARTICLE X MISCELLANEOUS
|
42 | ||
SECTION 10.01.
|
Trust Indenture Act Controls.
|
42 | |
SECTION 10.02.
|
Notices.
|
42 | |
SECTION 10.03.
|
Communication by Holders with Other Holders.
|
43 | |
SECTION 10.04.
|
Certificate and Opinion as to Conditions Precedent.
|
43 | |
SECTION 10.05.
|
Statements Required in Certificate or Opinion.
|
43 | |
SECTION 10.06.
|
Record Date for Vote or Consent of Holders.
|
44 | |
SECTION 10.07.
|
Rules by Trustee and Agents.
|
44 | |
SECTION 10.08.
|
Legal Holidays.
|
44 | |
SECTION 10.09.
|
No Recourse Against Others.
|
44 | |
SECTION 10.10.
|
Counterparts.
|
44 | |
SECTION 10.11.
|
Governing Laws and Submission to Jurisdiction.
|
45 | |
SECTION 10.12.
|
No Adverse Interpretation of Other Agreements.
|
45 | |
SECTION 10.13.
|
Successors.
|
45 | |
SECTION 10.14.
|
Severability.
|
45 | |
SECTION 10.15.
|
Table of Contents, Headings, Etc.
|
45 | |
SECTION 10.16.
|
Securities in a Foreign Currency or in ECU.
|
46 | |
SECTION 10.17.
|
Judgment Currency.
|
46 | |
SECTION 10.18.
|
Compliance with Applicable Anti-Terrorism and Money Laundering Regulations.
|
47 | |
ARTICLE XI SINKING FUNDS
|
47 | ||
SECTION 11.01.
|
Applicability of Article.
|
47 | |
SECTION 11.02.
|
Satisfaction of Sinking Fund Payments with Securities.
|
48 | |
SECTION 11.03.
|
Redemption of Securities for Sinking Fund.
|
48 |
Section 310(a)(1)
|
7.10
|
(a)(2)
|
7.10
|
(a)(3)
|
Not Applicable
|
(a)(4)
|
Not Applicable
|
(a)(5)
|
7.10
|
(b)
|
7.10
|
(c)
|
Not Applicable
|
Section 311(a)
|
7.11
|
(b)
|
7.11
|
(c)
|
Not Applicable
|
Section 312(a)
|
2.06
|
(b)
|
10.03
|
(c)
|
10.03
|
Section 313(a)
|
7.06
|
(b)(1)
|
7.06
|
(b)(2)
|
7.06
|
(c)(1)
|
7.06
|
(d)
|
7.06
|
Section 314(a)
|
4.02, 10.05
|
(b)
|
Not Applicable
|
(c)(1)
|
10.04
|
(c)(2)
|
10.04
|
(c)(3)
|
Not Applicable
|
(d)
|
Not Applicable
|
(e)
|
10.05
|
(f)
|
Not Applicable
|
Section 315(a)
|
7.01
|
(b)
|
7.05
|
(c)
|
7.01
|
(d)
|
7.01
|
(e)
|
6.14
|
Section 316(a)(1)(A)
|
6.12
|
(a)(1)(B)
|
6.13
|
(a)(2)
|
Not Applicable
|
(b)
|
6.13
|
(c)
|
10.06
|
Section 317(a)(1)
|
6.03
|
(a)(2)
|
6.04
|
(b)
|
2.05
|
Section 318(a)
|
10.01
|
TERM
|
DEFINED IN SECTION
|
"Applicable Law"
|
10.18
|
"Event of Default"
|
6.01
|
"Instrument"
|
6.01
|
"Journal"
|
10.16
|
"Judgment Currency"
|
10.17
|
"Legal Holiday"
|
10.08
|
"mandatory sinking fund payment"
|
11.01
|
"Market Exchange Rate"
|
10.16
|
"New York Banking Day"
|
10.17
|
"optional sinking fund payment"
|
11.01
|
"Paying Agent"
|
2.04
|
"Registrar"
|
2.04
|
"Required Currency"
|
10.17
|
"successor person"
|
5.01
|
"Temporary Securities"
|
2.11
|
|
SECTION 10.18.
|
Compliance with Applicable Anti-Terrorism and Money Laundering Regulations.
|
2.1 |
the Registration Statement and the form of prospectus included therein (the "Prospectus");
|
2.2 |
the form of indenture to be entered into by the Company (filed as Exhibit 4.3 to the Registration Statement) (the "Indenture");
|
Frontline Limited
|
July 5th, 2019
|
Re: Frontline Limited - Registration Statement on Form F-3
|
Page 2
|
2.3 |
a copy of the following documents for the Company, as certified by the secretary of the Company on July 4th, 2019:
|
(a) |
Certificate of Incorporation and Certificate of Incorporation on Name Change;
|
(b) |
Memorandum of Association;
|
(c) |
Bye-laws;
|
(d) |
the extract of the minutes of a meeting of the board of directors of the Company, held on July 3rd, 2019 (the "Resolutions");
|
(e) |
Tax Assurance;
|
(f) |
Register of Directors and Officers; and
|
(g) |
Register of Members;
|
2.4 |
a Certificate of Compliance issued by the Bermuda Registrar of Companies ("ROC") in respect of the Company dated July 3rd, 2019; and
|
2.5 |
such other documents as we have deemed necessary in order to render this opinion,
|
Frontline Limited
|
July 5th, 2019
|
Re: Frontline Limited - Registration Statement on Form F-3
|
Page 3
|
5.1 |
the authenticity, accuracy and completeness of all of the Documents (including, without limitation, public records) submitted to us as originals and the conformity to authentic original documents of all of the Documents submitted to us
as certified, electronic or photostatic copies;
|
5.2 |
the genuineness of all signatures on the Documents submitted to us;
|
5.3 |
the truth, accuracy and completeness as at the date hereof of all representations as to factual matters, warranties and statements of fact or law, other than as to the laws of Bermuda, made in any of the Documents;
|
5.4 |
the authority, capacity and power of each of the persons signing the Documents submitted to us (other than directors or officers of the Company in relation to the Resolutions and any certification made thereby in relation to any of the
Documents);
|
5.5 |
that the Directors of the Company acted in good faith upon their adoption of the Resolutions;
|
5.6 |
that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would be contravened by any action taken by the Company in connection with the Registration Statement or which would have any
implication in relation to the opinions expressed herein and that, in so far as any obligation under, or action to be taken under, the Registration Statement is required to be performed or taken in any jurisdiction outside Bermuda, the
performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that
jurisdiction;
|
5.7 |
the definitive terms of the Securities, other than Ordinary Shares, to be offered pursuant to the Registration Statement will have been established in accordance with the Resolutions and applicable law;
|
Frontline Limited
|
July 5th, 2019
|
Re: Frontline Limited - Registration Statement on Form F-3
|
Page 4
|
5.8 |
any Securities issuable upon conversion, exchange or exercise of any Security to be offered, will be duly authorised, created and, if appropriate, reserved for issuance upon such conversion, exchange or
exercise;
|
5.9 |
any Securities consisting of Ordinary Shares or Preferred Shares, including Ordinary Shares or Preferred Shares issuable upon conversion, exchange or exercise of any Security to be offered, or issued as
part of a Unit, will be duly authorised and issued, and the certificates evidencing the same will be duly executed and delivered, against receipt of the consideration approved by the Company which will be no less than the par value, if
any, thereof and the Company will have sufficient authorised, but unissued, share capital to effect such issue;
|
5.10 |
the Registration Statement and the Prospectus, and any amendments thereto, will have become effective;
|
5.11 |
one or more prospectus supplements will have been filed with the Commission describing the Securities to be offered thereby;
|
5.12 |
all Securities will be issued in compliance with all matters of, and the validity and enforceability thereof under, applicable U.S. federal and state securities laws and other laws (other than the laws of Bermuda, in respect of which
we are opining);
|
5.13 |
prior to the date of issuance of any Securities, all necessary approvals of the Bermuda Monetary Authority (save in the case of the issuance of the Ordinary Shares) will have been obtained with respect to the issue and free
transferability of the Securities to be issued;
|
5.14 |
with respect to the issuance and sale of any Debt Securities, that the Indenture will have been duly executed and delivered by the Company and the trustee named therein;
|
5.15 |
with respect to all Debt Securities, when issued, will be executed, authenticated, issued and delivered (a) against receipt of the consideration therefor approved by the Company and (b) as provided in the indenture with respect
thereto;
|
5.16 |
with respect to the issuance and sale of any series of Preferred Shares, that an appropriate certificate of designations, or similar instrument setting forth the preferential, qualified or special rights, privileges or conditions with
respect to
|
Frontline Limited
|
July 5th, 2019
|
Re: Frontline Limited - Registration Statement on Form F-3
|
Page 5
|
5.17 |
with respect to the issuance and sale of any Warrants, that (i) a warrant agreement with respect to such Warrants will have been executed and delivered by the Company and the warrant agent, (ii) the Warrants will have been duly
executed and delivered by the Company and duly executed by any warrant agent appointed by the Company, and (iii) the Warrants will have been issued and delivered by the Company against receipt of the consideration therefor approved by the
Company;
|
5.18 |
with respect to the issuance and sale of any Purchase Contracts, that (i) a purchase agreement with respect to such Purchase Contracts will have been executed and delivered by the parties thereto, and (ii) the Purchase Contracts will
have been duly executed and delivered in accordance with the purchase agreement upon payment of the consideration therefor provided for therein;
|
5.19 |
with respect to the issuance and sale of any Rights, that (i) a purchase agreement with respect to such Rights will have been executed and delivered by the parties thereto, and (ii) the Rights, if in certificated form, will have been
duly executed and delivered in accordance with the Rights agreement upon payment of the consideration therefor provided for therein;
|
5.20 |
with respect to the issuance and sale of any Units, that (i) a purchase agreement with respect to such Units will have been executed and delivered by the parties thereto, and (ii) the Units, if in certificated form, will have been duly
executed and delivered in accordance with the purchase agreement upon payment of the consideration therefor provided for therein; and
|
5.21 |
that there are no matters of fact or law (other than matters of Bermuda law) affecting the Registration Statement that have arisen since the date thereof which would affect the opinions expressed herein.
|
6.1 |
the Ordinary Shares and the Preferred Shares have been duly authorised and any Securities consisting of Ordinary Shares or Preferred Shares, including any Ordinary Shares or Preferred Shares issuable on conversion, exercise or exchange
of other Securities, or issued as part of a Unit, when issued, sold and
|
Frontline Limited
|
July 5th, 2019
|
Re: Frontline Limited - Registration Statement on Form F-3
|
Page 6
|
6.2 |
any Securities consisting of Debt Securities, Warrants, Purchase Contracts, Rights or Units have been duly authorised and, upon due execution and delivery as contemplated in the Prospectus, will constitute
legal, valid and binding obligations of the Company and will be, in the case of Debt Securities, entitled to benefits provided by the Indenture.
|
7.1 |
Any reference in this opinion to shares being "non-assessable" means, in relation to fully-paid shares of the Company and subject to any contrary provision in any agreement in writing between the Company
and the holder of shares, that: no shareholder shall be obliged to contribute further amounts to the capital of the Company, either in order to complete payment for their shares, to satisfy claims of creditors of the Company, or
otherwise; and no shareholder shall be bound by an alteration of the Memorandum of Association or Bye-Laws of the Company after the date on which he became a shareholder, if and so far as the alteration requires him to take, or subscribe
for additional shares, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the Company.
|
Frontline Limited
|
July 5th, 2019
|
Re: Frontline Limited - Registration Statement on Form F-3
|
Page 7
|
Seward & Kissel llp
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
|
||
WRITER’S DIRECT DIAL
(212) 574-1200
|
TELEPHONE: (212) 574-1200
FACSIMILE: (212) 480-8421
WWW.SEWKIS.COM
|
901 K Street, NW
WASHINGTON, D.C. 20001
TELEPHONE: (202) 737-8833
FACSIMILE: (202) 737-5184
|
July 5, 2019
|
Re: |
Frontline Ltd.
|
1. |
the Debt Securities and any Debt Securities that form part of the Units, when issued as contemplated in the Prospectus and any related supplement thereto and pursuant to an indenture substantially in the form examined by us, will be
valid and legally binding obligations of the Company; and
|
2. |
the Warrants, Purchase Contracts and Rights and any Warrants, Purchase Contracts and Rights that may form part of the Units, upon due execution and delivery as contemplated in the Prospectus or any supplement thereto, will be valid
and legally binding obligations of the Company.
|
Very truly yours,
|
|
/s/ Seward & Kissel LLP
|
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