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Free
Writing Prospectus
Dated
June 12, 2009
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Filed
pursuant to Rule 433
Registration Statement
No. 333-158162
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SHIP
FINANCE INTERNATIONAL LIMITED
ISSUER
FREE WRITING PROSPECTUS
LETTER
TO SHAREHOLDERS
The information contained in the Letter
to Shareholders set forth in this Issuer Free Writing Prospectus supplements the
information contained in Ship Finance International Limited’s Prospectus
Supplement dated May 22, 2009 and the accompanying Prospectus dated May 6,
2009.
___________________________________________________________________________________________________________________
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ALL
SHAREHOLDER ELECTIONS MUST BE RECEIVED BY 5:00 P.M., EASTERN TIME, ON
FRIDAY, JUNE 26, 2009. ELECTIONS MAY BE SUBMITTED OR
RESUBMITTED AT ANY TIME PRIOR TO THE ELECTION DEADLINE, BUT NOT
THEREAFTER
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Dear
Shareholder,
Ship
Finance International Limited (the “Company”) has declared a quarterly dividend
with respect to the first quarter of 2009 (the “Dividend”) in the amount of
$0.30 on each of its outstanding shares of common stock (the “Common Shares”).
The Dividend is payable in cash or in newly issued Common Shares on or about
July 6, 2009 to all shareholders of record on May 27, 2009 (the “Record
Date”).
Pursuant
to the terms and conditions in the Company’s prospectus supplement dated May 22,
2009, shareholders may elect to receive the Dividend in newly issued Common
Shares in lieu of cash.
Shareholders
that beneficially owned outstanding Common Shares as of the Record Date that
were registered in the name of a broker, dealer or other nominee must contact
the registered holder of such Common Shares as soon as possible and instruct
such registered holder if they wish to make this election. All
shareholder elections must be received by the Company or its transfer agent, The
Bank of New York Mellon (“BNY Mellon”), not later than 5:00 p.m., Eastern Time,
on June 26, 2009. Shareholders are advised to contact their brokers,
dealers or other nominees to ensure timely processing of their
elections. No action is required to be taken by shareholders wishing
to receive a cash dividend.
Each
shareholder electing to receive the Dividend in additional Common Shares will
receive a number of additional Common Shares equal to 0.0265 multiplied by the
aggregate number of Common Shares held by such shareholder on the Record Date,
rounded down to the nearest whole Common Share. The amount in cash
equal to the balance of the Dividend to such shareholder, if any, that has not
been applied to the issuance of additional Common Shares will be contributed by
the Company to a charitable organization, as defined in Section 501(c)(3) of the
U.S. Internal Revenue Code of 1986, as amended, determined by the
Company.
Based on
the closing price of the Company’s Common Shares on June 10, 2009 of $12.68, the
stock dividend alternative represents a value of $0.34 per Common
Share. Shareholders representing approximately 42.4% of our
outstanding Common Shares have already informed us that they will elect to
receive their dividends in additional Common Shares.
If you
have any questions relating to the Dividend, you may contact BNY Mellon, the
information agent for the Dividend, directly (U.S. Toll Free: 1-866-221-8936,
International: +1 201-680-6579).
Dividend
reinvestment plan
The
Company would also like to take this opportunity to inform you of its Dividend
Reinvestment Plan (the “DRIP”). The DRIP facilitates the purchase of
Common Shares by individual shareholders who wish to
re-invest cash dividends in Common Shares of the Company on a regular
basis. BNY Mellon is the plan administrator, and you may sign up for
the DRIP by contacting your broker, dealer or other nominee, or alternatively
contacting BNY Mellon directly (U.S. Toll Free: 1-800-301-3489, International:
+1 201-680-6578).
You can
also find more information on our web-site: www.shipfinance.org
Sincerely,
Hans
Petter Aas
Chairman
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Matters
discussed in this free writing prospectus may constitute forward-looking
statements. The Private Securities Litigation Reform Act of 1995 provides safe
harbor protections for forward-looking statements in order to encourage
companies to provide prospective information about their business.
Forward-looking statements include, but are not limited to, statements
concerning plans, objectives, goals, strategies, future events or performance,
and underlying assumptions and other statements, which are other than statements
of historical facts.
Ship
Finance International Limited, or the Company, desires to take advantage of the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995
and is including this cautionary statement pursuant to this safe harbor
legislation. This free writing prospectus and any other written or oral
statements made by us or on our behalf may include forward-looking statements,
which reflect our current views with respect to future events and financial
performance. The words “believe,” “anticipate,” “intend,” “estimate,”
“forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect” and
similar expressions identify forward-looking statements.
The
forward-looking statements in this document are based upon various assumptions,
many of which are based, in turn, upon further assumptions, including, without
limitation, management’s examination of historical operating trends, data
contained in our 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 and matters discussed elsewhere herein,
important factors that, in our view, could cause actual results to differ
materially from those discussed in the forward-looking statements include the
strength of world economies, fluctuations in currencies and interest rates,
general market conditions including fluctuations in charterhire rates and vessel
values, changes in demand in the markets in which we operate, changes in demand
resulting from changes in the Organization of the Petroleum Exporting Countries’
petroleum production levels and world-wide oil consumption and storage,
developments regarding the technologies relating to oil exploration, changes in
market demand in countries which import commodities and finished goods and
changes in the amount and location of the production of those commodities and
finished goods, increased inspection procedures and more restrictive import and
export controls, changes in our operating expenses, including bunker prices,
drydocking and insurance costs, performance of our charterers and other
counterparties with whom we deal, timely delivery of vessels under construction
within the contracted price, changes in governmental rules and regulations or
actions taken by regulatory authorities, potential liability from pending or
future litigation, general domestic and international political conditions,
potential disruption of shipping routes due to accidents, piracy or political
events, and other important factors described under the heading “Risk Factors”
in our prospectus supplement dated May 22, 2009, in our prospectus dated May 6,
2009, and in our annual report on Form 20-F for the year ended December 31,
2008, as well as those described from time to time in the reports filed by us
with the SEC.
This free
writing prospectus may contain assumptions, expectations, projections,
intentions and beliefs about future events. These statements are intended as
forward-looking statements. We may also from time to time make forward-looking
statements in our periodic reports that we will file with the SEC, in other
information sent to our security holders, and in other written materials. We
caution that assumptions, expectations, projections, intentions and beliefs
about future events may and often do vary from actual results and the
differences can be material.
We
undertake no obligation to publicly update or revise any forward-looking
statement contained in this free writing prospectus, whether as a result of new
information, future events or otherwise, except as required by law. In light of
these risks, uncertainties and assumptions, the forward-looking events discussed
in this free writing prospectus might not occur, and our actual results could
differ materially from those anticipated in these forward-looking
statements.
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Ship
Finance International Limited (the “Company”) has filed a registration
statement (including a prospectus) with the SEC for the offering to which
this communication relates. Before you invest, you should read the
prospectus in that registration statement and other documents the Company
has filed with the SEC for more complete information about the Company and
this offering. You may get these documents for free by visiting EDGAR on
the SEC Web site at www.sec.gov. Alternatively,
the Company or any dealer participating in the offering will arrange to
send you the prospectus if you request it by calling toll-free
1-800-715-6374.
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