425 1 d365188d425.htm 425 425
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Filed by Euronav NV

This communication is filed pursuant to Rule 425

under the United States Securities Act of 1933

Subject Company: Euronav NV

(Commission File No. 001-36810)

Date: August 4, 2022

 

 

PRESS RELEASE

 

Regulated information

 

 

Thursday 4 August 2022 – 8 a.m. CET

Euronav announces second quarter and first half 2022 results

HIGHLIGHTS

 

   

Stronger freight rate market gaining traction in third quarter to date

 

   

Fleet rejuvenation: 2 VLCCs bought and 4 VLCCs sold & 3 Suezmaxes sold, significantly reducing fleet age

 

   

Q3 to date spot rates 47% fixed at 12,700 USD per day VLCC with 49% fixed at 23,900 USD per day Suezmax

 

   

Binding combination agreement for merger with Frontline agreed with exchange offer launch expected during fourth quarter of 2022

 

   

FSOs contracted to 2032 - fully consolidated 100% under Euronav ownership

 

   

Decarbonisation: Commitment to net zero emissions by 2050 with key future milestones

ANTWERP, Belgium, 4 August 2022 – Euronav NV (NYSE: EURN & Euronext: EURN) (“Euronav” or the “Company”) reported its non-audited financial results today for the second quarter ended 30 June 2022.

Hugo De Stoop, CEO of Euronav said: “Recent months have proven to be pivotal for Euronav. First, freight markets have improved substantially since March and continued this recovery on a counter-seasonal basis. Second, we have increased future fixed income streams to 2032 via the FSO joint venture partner buyout. Third, during the quarter we undertook a significant rejuvenation resulting in a reduction of the average age of our fleet and still have 10% organic core fleet growth to come from vessels under construction over the next 18 months. Fourth, our decarbonisation strategy and pathway to net zero by 2050 is the first such framework to be applied by a crude tanker company. Finally, the proposed combination with Frontline will further substantially enhance this positioning by adding scale and influence.

Recent trading data points - such as China’s return to crude procurement, vessel supply metrics and improved oil supply - have underpinned a recovery in the freight markets which is unusual for the season. Euronav is ideally placed to benefit from the shorter-term cyclical recovery but also the robust medium-term fundamentals of our market.”


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Regulated information

 

    

Thursday 4 August 2022 – 8 a.m. CET

 

    

 

Key figures

 

The most important key figures (unaudited) are:                             
   
(in thousands of USD)    Second
Quarter 2022
    Second
Quarter
2021*
    YTD 2022     YTD 2021*  
   

Revenue

     148,694       99,303       263,062       208,134  

Other operating income

     5,114       2,302       7,636       4,673  
   

Voyage expenses and commissions

     (43,410     (29,574     (74,452     (50,761

Vessel operating expenses

     (49,967     (57,815     (101,521     (116,097

Charter hire expenses

     (866     (1,535     (4,456     (4,283

General and administrative expenses

     (12,515     (9,013     (23,171     (16,582

Net gain (loss) on disposal of tangible assets

     19,744       9,405       33,244       10,568  

Depreciation

     (53,650     (87,368     (106,251     (171,225

Net finance expenses

     (28,209     (21,432     (61,864     (37,812

Share of profit (loss) of equity accounted investees

     5,202       5,243       14,574       11,177  

Result before taxation

     (9,863     (90,484     (53,199     (162,208
   

Tax benefit (expense)

     4,960       807       4,923       1,518  

Profit (loss) for the period

     (4,904     (89,677     (48,276     (160,690
   

Attributable to: Owners of the Company

     (4,904     (89,677     (48,276     (160,690

To improve the relevancy of the accounting information of the income statement, the Company has decided to reclassify certain cost elements without impact on the profit (loss) for the period. This voluntary change has been adopted in 2021 to improve comparability within the sector. It has been applied retrospectively and comparative information has been revised and included in the table above (*).

 

The contribution to the result is as follows:                             
   
(in thousands of USD)    Second
Quarter 2022
    Second
Quarter
2021
    YTD 2022     YTD 2021  
   

Tankers

     (16,496     (95,937     (69,956     (173,257

FSO

     11,592       6,260       21,680       12,567  

 

  

 

 

   

 

 

   

 

 

   

 

 

 

Result after taxation

     (4,904     (89,677     (48,276     (160,690

 

  

 

 

   

 

 

   

 

 

   

 

 

 
                                  


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Regulated information

 

    

Thursday 4 August 2022 – 8 a.m. CET

 

    

 

                                                                                   
Information per share:                             
   
(in USD per share)    Second
Quarter 2022
    Second
Quarter 2021
    YTD 2022     YTD 2021  
   

Weighted average number of shares (basic) **

     201,711,804       201,677,981       201,745,255       201,677,981  

Result after taxation

     (0.02     (0.44     (0.24     (0.80
                                  

 

**

The number of shares issued on 30 June 2022 is 220,024,713. However, the number of shares excluding the owned shares held by Euronav on 30 June 2022 is 201,783,532.

 

                                                                                   
EBITDA reconciliation (unaudited):                             
   
(in thousands of USD)    Second
Quarter 2022
    Second
Quarter 2021
    YTD 2022     YTD 2021  
   

Profit (loss) for the period

     (4,904     (89,677     (48,276     (160,690

+ Net interest expenses

     27,622       21,211       61,018       37,657  

+ Depreciation of tangible and intangible assets

     53,650       87,368       106,251       171,225  

+ Income tax expense (benefit)

     (4,960     (807     (4,923     (1,518

 

  

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA (unaudited)

     71,408       18,095       114,070       46,674  

 

  

 

 

   

 

 

   

 

 

   

 

 

 
   

+ Net interest expenses JV

     (873     794       (361     1,630  

+ Depreciation of tangible and intangible assets JV

     1,163       3,075       3,149       6,116  

+ Income tax expense (benefit) JV

     3,237       653       984       1,311  

 

  

 

 

   

 

 

   

 

 

   

 

 

 

Proportionate EBITDA

     74,935       22,617       117,842       55,731  

 

  

 

 

   

 

 

   

 

 

   

 

 

 
                                  

 

                                                                                   
Proportionate EBITDA per share:                             
   
(in USD per share)    Second
Quarter 2022
    Second
Quarter 2021
    YTD 2022     YTD 2021  
   

Weighted average number of shares (basic)

     201,711,804        201,677,981        201,745,255        201,677,981   

Proportionate EBITDA

     0.37       0.11       0.58       0.28  
                                  

All figures, except for Proportionate EBITDA, have been prepared under IFRS as adopted by the EU (International Financial Reporting Standards) and have not been audited nor reviewed by the statutory auditor.

For the second quarter of 2022, the Company realized a net loss of USD 4.9 million or USD (0.02) per share (second quarter 2021: a net loss of 89.7 USD million or USD (0.44) per share). Proportionate EBITDA (a non-IFRS measure) for the same period was USD 74.9 million (second quarter 2021: USD 22.6 million).


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Thursday 4 August 2022 – 8 a.m. CET

 

    

 

TCE

The average daily time charter equivalent rates (TCE, a non IFRS-measure) can be summarized as follows:

 

In USD per day   

Second

Quarter

2022

    

Second

Quarter

2021

     First
Semester
2022
     First
Semester
2021
 

VLCC

 

                 

Average spot rate (in TI Pool)*

     17,000        11,250        15,000        13,000  

Average time charter rate**

     45,500        51,250        47,000        43,750  

SUEZMAX

 

                 

Average spot rate***

     20,000        10,500        17,750        11,750  

Average time charter rate

     30,500        29,750        30,500        29,750  

 

*

Euronav owned ships in TI Pool (excluding technical offhire days and TI Adm costs)

**

Including profit share where applicable

***

Including profit share where applicable (excluding technical offhire days)

EURONAV TANKER FLEET

Fleet rejuvenation

Sale of 3 Suezmaxes

In April 2022, we announced the sale of the Suezmax Bari (2005 – 159,186 dwt). The vessel was held in a 50/50 joint venture with affiliates of Ridgebury Tankers and clients of Tufton Oceanic. In June, the Company sold its two eldest Suezmax vessels, the Cap Pierre (2004 - 159,048 dwt) and the Cap Leon (2003 - 159,048 dwt). As a result of these transactions the average age of our fully owned Suezmax fleet reduced from 11.4 years to 10.7 years.

Sale of 4 older VLCCs with proceeds re-invested into 2 modern, scrubber fitted VLCCs

In April 2022, Euronav purchased two eco-VLCCs, the Chelsea (renamed Dalis) (2020 – 299,995 dwt) and the Ghillie (renamed Derius) (2019 – 297,750 dwt), for USD 179 million in total in cash (sisterships of existing VLCCs). In parallel to this transaction, Euronav sold four older S-class VLCCs for an en-bloc price of USD 198 million. The four vessels are the Sandra (2011 – 323, 527 dwt), Sara (2011 – 322,000 dwt), Simone (2012 – 315,988 dwt) and the Sonia (2012 – 314,000 dwt). All four vessels are non-eco VLCCs with significant higher consumptions and carbon footprint than modern eco-VLCCs.


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The transactions have reduced the average age of Euronav’s fully owned VLCC fleet from 7.3 years to 6.6 years, making it amongst the youngest VLCC fleets globally.

Euronav considers regular fleet rejuvenation as an important function of ship management in providing quality services to our clients. These top of the range eco-vessels will deliver an improvement in our operational performance upon delivery later this quarter.

FSO consolidation of joint venture

In June 2022, Euronav became the full owner of the FSO platforms previously held in 50-50 joint venture with International Seaways, Inc. (INSW). Net of adjustments for working capital and debt, Euronav paid approximately USD 140 million in cash for the purchase of the two converted ULCCs. The current contract for these two custom-made units with a capacity of 2.8 million barrels runs until Q3 2022. After that and in direct continuation, they will switch to a new 10-year contract that was agreed with North Oil Company (NOC) in 2020. As a consequence, the 2 FSO companies are fully consolidated as of June 2022. The April and May results are still integrated as investments in equity accounted investees based on the JV relationship with INSW. Going forward and taking into consideration the renewed contract rates as from Q4 2022 onwards quarterly revenues will be positively impacted for an amount of USD 15.75 million whereas EBITDA contribution is estimated to be at a level of USD 10 million.

Update - Newbuilding delivery schedule

Outstanding capital expenditure for the six vessels currently under construction at the end of Q2 2022 was USD 345 million, split as follows: USD 44 million in 2022, USD 268 million in 2023 and USD 33 million in 2024.

Maintenance

On our existing fleet, we continue to take advantage of the current challenging freight rate environment to accelerate a number of scheduled dry dockings during 2022, with 16 dry dockings scheduled (11 VLCCs and 5 Suezmaxes) this year of which 12 (8 VLCCs and 4 Suezmaxes) have been completed already.

Combination with Frontline

On 11 July 2022 we announced that Euronav and Frontline have entered into a definitive agreement for a stock-for-stock combination based on an exchange ratio of 1.45 Frontline shares for every Euronav share (the “Combination”), which was unanimously approved by all the members of Frontline’s Board of Directors and by all members of Euronav’s Supervisory Board. The agreement confirms the principal aspects of the previously announced term sheet that was signed on 7 April 2022. More details are provided in the press release of 11 July. https://www.euronav.com/en/investors/company-news-reports/press-releases/2022/frontline-ltd-considers-voluntary-public-takeover-bid-on-euronav-nv/


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Indicative Timetable and Next Steps

Frontline will be relocated from Bermuda to Cyprus, a member state of the European Union prior to the launch of the tender offer. The tender offer is expected to be launched in Q4 2022, once the relocation is achieved, and Frontline intends to proceed with a simplified squeeze out if certain conditions are met. A merger will be pursued as soon as possible following the tender offer, with the aim then being to submit the merger to the Frontline and Euronav shareholders’ meetings. In the meantime, the parties will pursue all corporate and other steps necessary for the Combination.

Euronav looks forward to the exchange offer and delivery of a merger with Frontline which we believe is in the best interests of all our stakeholders. Our recent AGM (19 May 2022) contained a number of key resolutions where shareholders had the opportunity to express their views on the strategic direction of the company and on which the majority of shareholders expressed support for current strategy.

Should Frontline decide to formally launch the tender offer, it will deposit a file for this purpose with the Belgian Financial Services and Markets Authority (FSMA), including a draft prospectus. The Euronav Supervisory Board will then examine the draft prospectus and present its detailed opinion in a response memorandum. If Frontline decides not to proceed with the tender offer, it will report about this in accordance with its legal obligations.

Distribution to shareholders

COUPON 29:

 

Ex-dividend date    30/08/2022      
Record date    31/08/2022      
Payment date    09/09/2022      

Euronav maintains its stated policy of distributing USD 3 cents per share per quarter.

Following the decision of the shareholders meeting of November 2021 to make the issue premium reserve account available for distribution and in line with the decision of the annual shareholders meeting of 19 May 2022, a distribution of USD 3 cents related to Q2 2022 will be paid via a repayment from that issue premium reserve. This distribution approach will again be optimal for shareholders as Euronav anticipates there will be zero withholding tax (WHT) associated with such a payment. USD 3 cents per share will thus be paid to shareholders on 9th of September.

FINANCING AND ACCOUNTING AT EURONAV

Liquidity

Euronav continues to maintain a strong financial base and excellent relationships with its capital providers: commercial banks, equity, and debt investors. At the end of June 2022, the Company had liquidity of USD 459 million, comprising USD 275 million cash and USD 184 million undrawn committed credit facilities.


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On 21 June 2022, the group entered into a USD 150 million senior secured amortizing term loan facility to finance the acquisition of the 50% ownership in the FSO joint ventures. The new facility has been concluded with ING and ABN Amro who were also the supporting banks in the existing facility. The new facility is linked to the sustainability performance of the Company. The commercial terms include a reduction of the interest rate when the Company achieves its targets in relation to two sustainability KPI’s. The facility will have a duration of 7.75 years with maturity on March 30, 2030.

Moreover, fleet emission data for 2021 has been independently verified. The sustainability target aligned with the Poseidon Principle’s trajectory has been successfully achieved. Five bps margin reduction has been achieved on sustainability linked financings of USD 713M and EUR 80M.

TANKER MARKET & OUTLOOK

Dislocation from the Russia-Ukraine war has been the key driver of tanker markets since late Q1. The movement of crude has become (and is likely to stay) less efficient as Europe recalibrates its crude imports from Russia to Atlantic and Middle East sourced barrels instead. This current trend has further to run and will likely expand as other nations diversify their crude suppliers. This should drive longer ton-miles as crude should travel further – both factors absorbing additional vessel capacity now and going forward.

The time charter activity is beginning to show some positive signs of life. More than fifteen VLCC time charters with a duration of 12 months or more have been agreed so far in 2022 (source: Bloomberg), compared with just 10 in 2021. Recent rates have been set in the USD 35-38,000 per day (for 2020-21 tonnage) with charter duration also rising toward three years.

The current counter-seasonal increase in freight rates is establishing a potentially dynamic market for crude transportation this winter. Short term factors are underpinned for the second half, with the IEA expecting Chinese oil demand to increase from 14.6 Mb/d in 2022 Q2 to 15.7 Mb/d in Q3 and 15.9 Mb/d in Q4 with demand to average 16.2 Mb/d (+5.2%). Higher refining utilisation and the addition of new refining capacity will drive growth in the import demand. Vessel supply is also exhibiting supportive momentum – the surplus number of VLCCs in the Middle East recently hit a two-year low (source: Bloomberg TNNGSD Index) indicating a growing tightness in core tanker markets.

The expectation going forward is that global oil demand growth will need to be satisfied by non-OPEC producers in the Atlantic Basin thus driving ton miles further. The USA is forecast to add 1m bpd of production between now and the end of 2023 supported by Brazil, Canada and Guyana (200k bpd each).

Looking further ahead, fundamental data point to a sustainable recovery. The order book to fleet ratios (VLCC 4.9%, Suezmax 3.9%) remain at multi-year lows. The limited new vessel supply dynamic is driven by higher pricing (VLCC USD 119 million - 22 July - Clarksons quote) and shipyards being busy until 2025 with other segment orders. New regulations (EEXI) will start to progressively bite into a global fleet where 14% of the global VLCCs will be aged over 20 years and 29% aged over 15 years upon delivery of the current order book at the end of 2023.    


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So far in the third quarter of 2022, the Euronav VLCC fleet that operated in the Tankers International Pool has earned about USD 12,700 USD per day and 47% of the available days have been fixed. Euronav’s Suezmax fleet trading on the spot market has earned about USD 23,900 USD per day on average with 49% of the available days fixed. Freight rates for fixtures in recent weeks in both VLCC and Suezmax have been substantially above the run rate for Q3 indicating a tightening of the market ahead of the winter trading season.

SUSTAINABILITY AND ESG ACTIVITIES

Webber Research 2022 ESG Scorecard

Euronav has been placed in the top quartile of the only major report into Shipping Corporate Governance undertaken by Webber Research since 2016 (previously Wells Fargo). The Company was listed 5th out of 52 shipping companies of various sectors (containers, bulk, tankers) in the scorecard for 2022. Euronav will continue to observe and apply the highest standards of corporate governance. The ESG Scorecard ranks the public shipping universe on a number of corporate governance metrics with the goal of identifying both high quality shipping platforms and points of conflict based on underlying factors. The 2022 scorecard reflects that shipping sector is gradually integrating ESG standards and competition is becoming more intense.

Euronav’s road to decarbonisation

On 5 May 2022, Euronav presented its decarbonisation strategy and targets through a virtual event called ‘Euronav’s road to decarbonisation’. As the world’s largest independent quoted tanker company engaged in the ocean transportation and storage of crude oil, Euronav is uniquely placed to develop sustainable business within the energy transition. The Company has set a decarbonisation strategy that not only aligns with the emission reduction targets of IMO 2030 and IMO 2050, but even exceeds them in order to be fully aligned with the Paris agreement. The replay and presentation of the event are still available here: https://euronav.connectid.cloud/register.

Waterborne Technology Platform

On 23 May 2022, Euronav announced that it became a member of the Waterborne Technology Platform. Waterborne TP has been set up as an industry-oriented Technology Platform with the objective to establish a continuous dialogue between all waterborne stakeholders. This is a broad target audience, comprised of amongst others classification societies, shipbuilders, shipowners, maritime equipment manufacturers, infrastructure and service providers, universities, or research institutes, and with the EU Institutions, including Member States.

IR Magazine – final nominee

In June 2022, Euronav attended the IR Magazine Awards Europe 2022 as the Company was shortlisted as a finalist for the category ‘Best in sector: industrials’. This category covers companies that have impressed the investment community the most with their overall IR program in their sector. This recognition of our sustainability and investor relations effort is our third such acknowledgement in the past four years. Euronav was nominated next to some big contestants such as ABB, Deutsche Post DHL, DSV, Schneider Electric and Siemens. Deutsche Post DHL took the award home.


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Marine Money – ‘2021 sustainability-linked deal of the year’ award

In June 2022, Euronav was awarded the 2021 sustainability-linked deal of the year award during Marine Money Week in New York, for our EUR 80 million sustainability linked credit facility signed with a number of commercial banks and including partnership with the Flemish Government. Marine Money’s Deal of the Year awards recognise the global bankers, financial advisors and legal teams who execute transactions that they believe are exceptional. Their criteria for selection include value creation for stakeholders, creativity, overcoming execution, challenges, and innovation.

CONFERENCE CALL

The call will be a webcast with an accompanying slideshow. You can find details of this conference call below and on the “Investor Relations” page of the Euronav website athttps://www.euronav.com/investors/.

 

Webcast Information      
Event Type:    Audio webcast with user-controlled slide presentation
Event Date:    4 August 2022
Event Time:    8 a.m. EST / 2 p.m. CET
Event Title:    “Q2 2022 Earnings Conference Call”
Event Site/URL:    https://event.choruscall.com/mediaframe/webcast.html?webcastid=2msHmXOF

Telephone participants may avoid any delays by pre-registering for the call using the following link to receive a special dial-in number and PIN conference call registration link: https://dpregister.com/sreg/10168797/f38e482bbe Pre-registration fields of information to be gathered: name, company, email.

Telephone participants located in the U.S. who are unable to pre-register may dial in to +1-877-328-5501 on the day of the call. Others may use the international dial-in number +1-412-317-5471.

A replay of the call will be available until 11 August 2022, beginning at 9 a.m. EST / 3 p.m. CET on 4 August 2022. Telephone participants located in the U.S. can dial +1-877-344-7529. Others can dial +1-412-317-0088. Please reference the conference number 10168797.

*

*    *


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Publication of half year report 2022: Wednesday 10 August 2022

 

IMPORTANT INFORMATION FOR INVESTORS

Frontline Relocation

Frontline intends to file with the SEC a registration statement on Form F-4 with proxy materials containing information about the relocation. Frontline will mail a final prospectus and proxy materials and other relevant documents after the SEC completes its review. Frontline shareholders are urged to read the preliminary prospectus, including the information and any amendments thereto and the final prospectus in connection with the solicitation of proxies for the special meeting(s) to be held to approve the relocation, because these documents will contain important information about Frontline and the proposed relocation. The final prospectus and the proxy materials will be mailed to Frontline shareholders of a record date to be established for voting on the proposed transaction. Frontline shareholders will also be able to obtain a free copy of the proxy materials, as well as other filings containing information about Frontline without charge, at the SEC’s website (www.sec.gov). Copies of the filings with the SEC can also be obtained, without charge, by directing a request to:

Lars H. Barstad

Chief Executive Officer, Frontline Management AS

Tel: +47 23 11 40 37

Email: lba@frontmgt.no

Additionally, all documents filed with the SEC can be found on Frontline’s website, https://www.frontline.bm/sec-filings/. The information on Frontline’s website is not incorporated by reference into this press release.

Exchange Offer

The exchange offer described in this press release has not yet commenced. This announcement is for informational purposes only and is neither a recommendation, nor an offer to purchase nor a solicitation of an offer to sell any ordinary shares of Frontline or any other securities, nor is it a substitute for any offer materials that Frontline or Euronav will file with the SEC. At the time the exchange offer is commenced, a tender offer statement on Schedule TO, including an offer to exchange, a letter of transmittal and related documents, and a Registration Statement on Form F-4 will be filed with the SEC by Frontline. In addition, a Solicitation/Recommendation Statement on Scheduled 14D-9 will be filed with the SEC by Euronav with respect to the exchange offer. The offer to exchange all outstanding ordinary shares of Euronav will only be made pursuant to the offer to exchange, the letter of transmittal and related documents filed as part of the Schedule TO and no offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT, REGISTRATION STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE EXCHANGE OFFER, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM


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TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING EXCHANGING THEIR EURONAV SHARES, INCLUDING THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER. Investors and security holders may obtain a free copy of these documents (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the information agent for the exchange offer, which will be named in the tender offer statement. Investors may also obtain, at no charge, the documents filed or furnished to the SEC by Euronav under the “SEC Filings” section of Euronav’s website at https://www.euronav.com/en/investors/company-news-reports/sec-filings/ and by Frontline at https://www.frontline.bm/sec-filings/. The information on these websites is not incorporated by reference into this press release.

In addition, you will be able to obtain free copies of these documents by contacting the investor relations department of Frontline or Euronav at the following:

 

Euronav NV    Frontline Ltd.

Mr. Brian Gallagher

Head of IR and Communications

Tel: +44 20 7870 0436

Email: IR@euronav.com

  

Lars H. Barstad

Chief Executive Officer

Frontline Management AS

Tel: +47 23 11 40 37

Email: lba@frontmgt.no

The information included in this announcement is defined as inside information pursuant to article 7 of the Market Abuse Regulation and is publicly disclosed by Frontline in accordance with article 17 of the Market Abuse Regulation and section 5-12 of the Norwegian Securities Trading Act.

NO OFFER OR SOLICITATION

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, sell, or solicit any securities or any proxy vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

About Euronav NV

Euronav is an independent tanker company engaged in the ocean transportation and storage of crude oil. The Company is headquartered in Antwerp, Belgium, and has offices throughout Europe and Asia. Euronav is listed on Euronext Brussels and on the NYSE under the symbol EURN. Euronav employs its fleet both on the spot and period market. VLCCs on the spot market are traded in the Tankers International pool of which Euronav is one of the major partners. Euronav’s owned and operated fleet consists of 2 V-Plus vessels, 40 VLCCs (three of which on a bareboat contract and three of which time chartered in) with further three under construction), 24 Suezmaxes (of which two vessels are time chartered in) with a further three under construction and 2 FSO vessels.


LOGO   PRESS RELEASE
 

Regulated information

 

    

Thursday 4 August 2022 – 8 a.m. CET

 

    

 

About Frontline Ltd.

Frontline is an independent tanker company engaged in the ocean transportation of crude oil. The company is incorporated in Bermuda and headquartered in Oslo, Norway with commercial offices in London, UK. Frontline is listed on both the NYSE and OBX exchange in Oslo under the symbol FRO. Frontline employs its fleet both on the spot and period market. Frontline’s owned and operated fleet consists of 18 VLCCs (with further five due for delivery in 2022), 29 Suezmaxes and 20 LR2/Aframax tankers.

Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 (the “Reform Act”) provides safe harbor protections for forward-looking statements within the meaning of the Reform Act. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The Company desires to take advantage of the safe harbor provisions of the Reform Act and is including this cautionary statement in connection with this safe harbor legislation. The words “believe”, “anticipate”, “intends”, “estimate”, “forecast”, “project”, “plan”, “potential”, “may”, “should”, “would”, “will”, “expect”, “pending” and similar expressions identify forward-looking statements.

The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management’s examination of historical operating trends, data contained in company records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to these important factors, other important factors that could cause actual results to differ materially from those discussed in the forward-looking statements include the ability of Frontline and Euronav to successfully complete the proposed combination on anticipated terms and timing, including, among other things, obtaining required shareholder and regulatory approvals, the occurrence of the Merger, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies, expansion and growth of the combined group’s operations and other important conditions to the completion of the acquisition, risks relating to the integration of operations of Frontline and Euronav and the possibility that the anticipated synergies and other benefits of the proposed combination will not be realized or will not be realized within the expected timeframe, the outcome of any legal proceedings related to the proposed combination, the failure of counterparties to fully perform their contracts with Frontline or Euronav, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values (including the possibility of a material decline or prolonged weakness in such rates), changes in demand for tanker vessel capacity, changes in the companies’ operating expenses, including bunker prices, dry-docking and insurance costs, the market for the companies’ vessels, availability of financing and refinancing to meet the capital needs of the combined group, charter


LOGO   PRESS RELEASE
 

Regulated information

 

    

Thursday 4 August 2022 – 8 a.m. CET

 

    

 

counterparty performance, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities in the tanker industry, including without limitation, legislation adopted by international organizations such as the International Maritime Organization and the European Union or by individual countries, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessels breakdowns, crew wages, changes in demand for oil and petroleum products, including but not limited as a result of inflation, and instances of off-hires and other factors. Please see our filings with the U.S. Securities and Exchange Commission (the “SEC”) for a more complete discussion of these and other risks and uncertainties.

You are cautioned not to place undue reliance on Euronav’s forward-looking statements. These forward-looking statements are and will be based upon our management’s then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. Euronav does not assume any duty to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, as of any future date.

Contact:

Brian Gallagher – Head of IR, Research and Communications & Management Board member

Tel: +44 20 78 70 04 36

Email: IR@euronav.com


LOGO

 

Condensed consolidated statement of financial position (unaudited)

(in thousands of USD)

 

     June 30, 2022       December 31, 2021  

ASSETS

    

Non-current assets

    

Vessels

     3,219,186       2,967,787  

Assets under construction

     137,027       181,293  

Right-of-use assets

     31,922       29,001  

Other tangible assets

     997       1,218  

Intangible assets

     16,571       186  

Receivables

     40,296       55,639  

Investments in equity accounted investees

     2,126       72,446  

Deferred tax assets

     1,519       1,546  

 

  

 

 

   

 

 

 

Total non-current assets

     3,449,644       3,309,116  

 

  

 

 

   

 

 

 

Current assets

    

Bunker inventory

     47,648       69,035  

Non-current assets held for sale

     50,345       —    

Trade and other receivables

     263,433       237,745  

Current tax assets

     57       99  

Cash and cash equivalents

     277,220       152,528  

 

  

 

 

   

 

 

 

Total current assets

     638,703       459,407  

 

  

 

 

   

 

 

 

    

    

 

  

 

 

   

 

 

 

TOTAL ASSETS

     4,088,347       3,768,523  

 

  

 

 

   

 

 

 

EQUITY and LIABILITIES

    

Equity

    

Share capital

     239,148       239,148  

Share premium

     1,690,443       1,702,549  

Translation reserve

     (175     453  

Hedging reserve

     21,594       2,396  

Treasury shares

     (163,024     (164,104

Retained earnings

     132,023       180,140  

 

  

 

 

   

 

 

 

Equity attributable to owners of the Company

     1,920,009       1,960,582  

 

  

 

 

   

 

 

 

Non-current liabilities

    

Bank loans

     1,560,284       1,175,835  

Other notes

     197,223       196,895  

Other borrowings

     78,872       86,198  

Lease liabilities

     15,589       16,759  

Other payables

     451       3,490  

Employee benefits

     10,276       6,839  

Provisions

     743       892  

 

  

 

 

   

 

 

 

Total non-current liabilities

     1,863,438       1,486,908  

 

  

 

 

   

 

 

 

Current liabilities

    

Trade and other payables

     120,430       83,912  

Current tax liabilities

     4,154       366  

Bank loans

     112,086       29,313  

Other notes

     —         67,025  

Other borrowings

     43,189       117,863  

Lease liabilities

     24,763       22,292  

Provisions

     278       262  

 

  

 

 

   

 

 

 

Total current liabilities

     304,900       321,033  

 

  

 

 

   

 

 

 

    

    

 

  

 

 

   

 

 

 

TOTAL EQUITY and LIABILITIES

     4,088,347       3,768,523  

 

  

 

 

   

 

 

 


LOGO

 

Condensed consolidated statement of profit and loss (unaudited)

(in thousands of USD except per share amounts)

 

     2022       2021*  
    
Jan. 1 - Jun. 30,
2022
 
 
   
Jan. 1 - Jun. 30,
2021
 
 

Shipping income

    

Revenue

     263,062       208,134  

Gains on disposal of vessels/other tangible assets

     33,591       10,568  

Other operating income

     7,636       4,673  

 

  

 

 

   

 

 

 

Total shipping income

     304,289       223,375  

 

  

 

 

   

 

 

 

Operating expenses

    

Voyage expenses and commissions

     (74,452     (50,761

Vessel operating expenses

     (101,521     (116,097

Charter hire expenses

     (4,456     (4,283

Loss on disposal of vessels/other tangible assets

     (347      

Depreciation tangible assets

     (106,068     (171,181

Depreciation intangible assets

     (183     (44

General and administrative expenses

     (23,171     (16,582

 

  

 

 

   

 

 

 

Total operating expenses

     (310,198     (358,948

 

  

 

 

   

 

 

 

    

    

 

  

 

 

   

 

 

 

RESULT FROM OPERATING ACTIVITIES

     (5,909     (135,573

 

  

 

 

   

 

 

 

Finance income

     11,211       8,631  

Finance expenses

     (73,075     (46,443

 

  

 

 

   

 

 

 

Net finance expenses

     (61,864     (37,812

 

  

 

 

   

 

 

 

Share of profit (loss) of equity accounted investees (net of income tax)

     14,574       11,177  
    

 

  

 

 

   

 

 

 

PROFIT (LOSS) BEFORE INCOME TAX

     (53,199     (162,208

 

  

 

 

   

 

 

 

Income tax benefit (expense)

     4,923       1,518  
    

 

  

 

 

   

 

 

 

PROFIT (LOSS) FOR THE PERIOD

     (48,276     (160,690

 

  

 

 

   

 

 

 

Attributable to:

    

Owners of the company

     (48,276     (160,690

Basic earnings per share

     (0.24     (0.80

Diluted earnings per share

     (0.24     (0.80

Weighted average number of shares (basic)

     201,745,255       201,677,981  

Weighted average number of shares (diluted)

     201,991,509       201,773,240  

 

*

In order to improve the relevancy of the accounting information of the income statement, the Company has decided to reclassify certain cost elements without impact on the profit (loss) for the period. This voluntary change has been adopted in 2021 to improve comparability within the sector. It has been applied retrospectively and comparative information has been revised.


LOGO

 

Condensed consolidated statement of comprehensive income (unaudited)

(in thousands of USD)

 

     2022       2021  
     Jan. 1 - Jun. 30,
2022
    Jan. 1 - Jun. 30,
2021
 

Profit/(loss) for the period

     (48,276     (160,690

Other comprehensive income (expense), net of tax

    

Items that will never be reclassified to profit or loss:

    

Remeasurements of the defined benefit liability (asset)

            

Items that are or may be reclassified to profit or loss:

    

Foreign currency translation differences

     (628     (170

Cash flow hedges - effective portion of changes in fair value

     19,198       4,532  

Equity-accounted investees - share of other comprehensive income

     159       539  

 

  

 

 

   

 

 

 

Other comprehensive income (expense), net of tax

     18,729       4,901  

 

  

 

 

   

 

 

 
    

 

  

 

 

   

 

 

 

Total comprehensive income (expense) for the period

     (29,547     (155,789

 

  

 

 

   

 

 

 

Attributable to:

    

Owners of the company

     (29,547     (155,789


LOGO

 

Condensed consolidated statement of changes in equity (unaudited)

(in thousands of USD)

 

     Share
capital
     Share
premium
    Translation
reserve
    Hedging
reserve
    Treasury
shares
    Retained
earnings
    Total equity  

Balance at January 1, 2021

     239,148        1,702,549       936       (7,456     (164,104     540,714       2,311,787  

Profit (loss) for the period

                                    (160,690     (160,690

Total other comprehensive income (expense)

                  (170     4,532             539       4,901  

Total comprehensive income (expense)

                  (170     4,532             (160,151     (155,789

Transactions with owners of the company

               

Dividends to equity holders

                                    (12,100     (12,100

Total transactions with owners

                                    (12,100     (12,100
                                                           

Balance at June 30, 2021

     239,148        1,702,549       766       (2,924     (164,104     368,463       2,143,898  
               
     Share
capital
     Share
premium
    Translation
reserve
    Hedging
reserve
    Treasury
shares
    Retained
earnings
    Total equity  

Balance at January 1, 2022

     239,148        1,702,549       453       2,396       (164,104     180,140       1,960,582  

Profit (loss) for the period

                                    (48,276     (48,276

Total other comprehensive income (expense)

                  (628     19,198             159       18,729  

Total comprehensive income (expense)

                  (628     19,198             (48,117     (29,547

Transactions with owners of the company

               

Dividends to equity holders

            (12,106                             (12,106

Treasury shares delivered in respect of share-based payment plans’

                              1,080             1,080  

Total transactions with owners

            (12,106                 1,080             (11,026
                                                           

Balance at June 30, 2022

     239,148        1,690,443       (175     21,594       (163,024     132,023       1,920,009  


LOGO

 

Condensed consolidated statement of cash flows (unaudited)

(in thousands of USD)

 

     2022       2021  
    

Jan. 1 - Jun. 30,

2022

    Jan. 1 - Jun.
30, 2021
 

Cash flows from operating activities

    

Profit (loss) for the period

     (48,276     (160,690

Adjustments for:

     115,242       185,659  

Depreciation of tangible assets

     106,068       171,181  

Depreciation of intangible assets

     183       44  

Provisions

     (133     (115

Income tax (benefits)/expenses

     (4,923     (1,518

Share of profit of equity-accounted investees, net of tax

     (14,574     (11,177

Net finance expense

     61,865       37,812  

(Gain)/loss on disposal of assets

     (33,244     (10,568

Changes in working capital requirements

     35,215       (4,421

Change in cash guarantees

     59       (8

Change in inventory

     21,386       2,602  

Change in receivables from contracts with customers

     (14,690     (5,884

Change in accrued income

     (5,223     303  

Change in deferred charges

     (5,150     (8,486

Change in other receivables

     (663     (658

Change in trade payables

     14,774       6,342  

Change in accrued payroll

     (86     (3,034

Change in accrued expenses

     23,068       2,672  

Change in deferred income

     (126     (365

Change in other payables

     (1,589     733  

Change in provisions for employee benefits

     3,455       1,362  

Income taxes paid during the period

     8,780       723  

Interest paid

     (51,996     (29,825

Interest received

     1,414       2,815  

Dividends received from equity-accounted investees

     1,000       1,375  

 

  

 

 

   

 

 

 

Net cash from (used in) operating activities

     61,379       (4,364

 

  

 

 

   

 

 

 

Acquisition of vessels and vessels under construction

     (427,951     (264,917

Proceeds from the sale of vessels

     198,011       51,344  

Acquisition of other tangible assets

     (95     (79

Acquisition of intangible assets

     (16,569     (42

Payments received from loans to related parties

     32,794       796  

Repayment of loans from related parties

     (10,215      

Lease payments received from finance leases

     1,015       975  

 

  

 

 

   

 

 

 

Net cash from (used in) investing activities

     (223,010     (211,923

 

  

 

 

   

 

 

 

(Purchase of) Proceeds from sale of treasury shares

     1,080        

Proceeds from new borrowings

     898,391       543,274  

Repayment of borrowings

     (349,161     (190,271

Repayment of lease liabilities

     (12,522     (27,309

Repayment of commercial paper

     (221,196     (62,391

Repayment of sale and leaseback

     (11,240     (11,240

Transaction costs related to issue of loans and borrowings

     (1,725     (608

Dividends paid

     (12,117     (12,105

 

  

 

 

   

 

 

 

Net cash from (used in) financing activities

     291,510       239,350  

 

  

 

 

   

 

 

 
    

 

  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     129,879       23,063  

 

  

 

 

   

 

 

 

Net cash and cash equivalents at the beginning of the period

     152,528       161,478  

Effect of changes in exchange rates

     (5,187     (1,863

 

  

 

 

   

 

 

 

Net cash and cash equivalents at the end of the period

     277,220       182,678  

 

  

 

 

   

 

 

 

of which restricted cash