Euronav NV hereby informs its shareholders that on 28 January 2023 it has filed an application request for arbitration on the merits in relation to Frontline’s (NYSE: FRO & OSE: FRO) unilateral action in pursuing the termination of the combination agreement of July 10, 2022.
This request on the merits follows the request for emergency arbitration that was announced by the Company’s press release dated 17 January. A judgment in the pending emergency arbitration proceedings is expected on 7 February 2023.
Following recent acquisitions of additional shares by Famatown Finance Limited (as disclosed on Euronav’s website), Frontline plc, Famatown Finance Limited, Hemen Holding Limited and Geveran Trading Co. Limited. could be qualified as a related party in the meaning of IAS24. As a precautionary measure the Supervisory Board has therefore taken the decision in relation to the filing of the request for arbitration on the merits against Frontline plc, Famatown Finance Limited, Hemen Holding Limited and Geveran Trading Co. Limited in accordance with the procedure provided for in article 7:116 of the Belgian Code of Companies and Associations.
Euronav has assessed that Frontline’s unilateral action in pursuing the termination of the combination agreement has no basis under the terms of the combination agreement and that Frontline failed to provide a satisfactory reason for its decision to pursue termination. After careful consideration, the Supervisory Board, entirely composed of independent directors, has considered that this decision is in the corporate benefit of Euronav. In accordance with article 7:116 of the Belgian Code of Companies and Associations Euronav’s auditor is of the opinion that “on the basis of our review nothing has come to our attention that would lead us to be of the opinion that the financial and accounting information mentioned in the advice of the Committee of independent members of the Supervisory Board of 26 January 2023 and in the minutes of the Supervisory Board of 26 January 2023, which justifies the envisaged action, are not in all material aspects, true and consistent with the information in our possession in the context of our assignment”.
Euronav continues to communicate and maintain a constructive dialogue with its shareholders and will update the market in accordance with applicable regulations.