Knightsbridge Tankers Limited
Ticker:VLCCF Cedar House, 41 Cedar Avenue
Exchange:NASDAQ-National Market Hamilton, BERMU HM 12
Industry:Transportation (SIC Code 4412) 4412952244

Offering Information
Type of Shares:Common Shares Filing Date:12/16/96
U.S. Shares:11,200,000 Offer Date:2/6/97
Non-U.S. Shares:2,800,000 Filing Price:$20.00
Primary Shares:14,000,000 Offer Price:$20.00
Secondary Shares:0 Gross Spread:$1.15
Offering Amount: $280,000,000 Selling:$0.67
Expenses:$2,700,000 Reallowance:$0.10
Shares Out After:15,000,000
Spin out parent firm: ICB Shipping BF

Primary Underwriting Group
ManagerTierPhone
Goldman, Sachs & Co.Lead Manager (212) 902-5959
Lazard Freres & Co.Co-manager (212) 632-6717

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Seward & Kissel
Bank's Law Firm: Cravath, Swaine & Moore
Auditor: Deloitte & Touche
Registrar/Transfer Agent: ChaseMellon Shareholder Services, L.L.C.

Business Description
The company owns subsidiaries that are engaged in the acquisition, ownership and chartering of five double hull VLCCs. The company will pay for and take delivery of the Vessels no later than 35 days after the issuance of the Common Shares offered hereby, and simultaneously charter the Vessels to the Charterer for an initial term of approximately seven years, subject to extension at the option of the Charterer for an additional period of approximately seven years.The Charterer will be obliged under separate "hell and high water" bareboat charters with respect to the Vessels to pay charterhire quarterly to the company on January 15, April 15, July 15 and October 15 of each year during the term of the Charters, commencing April 15, 1997, except in some limited circumstances.

Business Plan
The company and its subsidiaries were formed solely to effect the transactions described in the Prospectus. Such transactions have been structured so as to take advantage of any shortage in the supply of VLCCs, and any possible consequent increase in charterhire rates through the following: 1) acquire newly built, double hull VLCCs; 2) charter the vessels to a well-known Charterer on a "hell and high water" basis; 3) charter the vessels for the greater of a fixed minimum rate or a floating "spot" rate; 4) potential to sell each vessel-owning subsidiary; 5) dividend policy.

Use of Proceeds
The proceeds from the proposed offering will be used to purchase five double hull "very large crude carriers", to collateralize obligations under the financing arrangements and to pay for management and advisory services provided to Knightsbridge by a Bermuda unit of ICB Shipping.general corporate purposes.

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