FRO – Redomiciliation of Frontline to Cyprus is Effective
Frontline plc ("Frontline" or the "Company") (NYSE: FRO - OSE: FRO), formerly Frontline Ltd., refers to its announcement on December 20, 2022 regarding the approval by Frontline's shareholders at the Special General Meeting held on December 20, 2022, to redomicile the Company to the Republic of Cyprus under the name of Frontline plc (the "Redomiciliation").
The Registrar of Companies and Official Receiver of the Republic of Cyprus has today issued a temporary redomiciliation certificate, and the Redomiciliation has therefore taken effect. Frontline Ltd. discontinued its existence as Frontline Ltd. as provided under Sections 132G and 132H of the Companies Act 1981 of Bermuda, and, pursuant to Sections 354(B)-(H) of Cap.113 of the statutes of the Republic of Cyprus, continued its existence as Frontline plc. The business, assets and liabilities of Frontline Ltd. and its subsidiaries prior to the Redomiciliation are the same as Frontline plc immediately after the Redomiciliation on a consolidated basis, as well as its fiscal year. In addition, the directors and executive officers of the Frontline plc immediately after the Redomiciliation are the same individuals who were directors and executive officers, respectively, of Frontline Ltd. immediately prior to the Redomiciliation. For further details on the consequences hereof, please refer to the Company's announcement dated December 20, 2022 and further information referred to therein.
Prior to the Redomiciliation, Frontline Ltd.’s ordinary shares were listed on the New York Stock Exchange (“NYSE”) and Oslo Stock Exchange (“OSE”) under the symbol “FRO.” Upon effectiveness of the Redomiciliation, the Company’s ordinary shares continue to be listed on the NYSE and OSE and is expected to commence trading under the new name Frontline plc and new CUSIP number M46528101 and new ISIN CY0200352116 on the NYSE on or about January 3, 2023 and on the OSE on or about January 9, 2023. Frontline plc’s LEI number will not be affected by the Redomiciliation and will remain the same.
Conversion of the ordinary shares in the Company between the NYSE and the OSE will be restricted from January 2, 2023 until the ordinary shares in the Company trade under the new ISIN on the OSE, which is expected to take place on January 9, 2023. Any conversion transactions that remain unsettled as of the open of trading on January 3, 2023 will be cancelled.
During a period which is expected to last from and including January 4, 2023 to and including January 6, 2023, the ordinary shares in the Company will trade on the OSE under a temporary ticker symbol, the details of which will be announced separately. The ticker symbol for trading on the OSE will return to "FRO" from the same date as the ordinary shares in the Company trade on the OSE under the new ISIN, which is expected to take place on January 9, 2023.
December 30, 2022
The Board of Directors
Frontline plc
Limassol, Cyprus
Questions should be directed to:
Lars H. Barstad: Chief Executive Officer, Frontline Management AS
+47 23 11 40 00
Inger M. Klemp: Chief Financial Officer, Frontline Management AS
+47 23 11 40 00
Forward-Looking Statements
Matters discussed in this announcement may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements, which 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.
Frontline and its subsidiaries, desire to take advantage of the safe harbour provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbour legislation. This announcement and any other written or oral statements made by Frontline or its behalf may include forward-looking statements, which reflect its current views with respect to future events and financial performance and are not intended to give any assurance as to future results. When used in this document, the words "believe," "anticipate," "intend," "estimate," "forecast," "project," "plan," "potential," "will," "may," "should," "expect" and similar expressions, terms or phrases may identify forward-looking statements.
The forward-looking statements in this announcement are based upon various assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and data available from third parties. Although Frontline believes 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 Frontline's control, it cannot assure you that Frontline will achieve or accomplish these expectations, beliefs or projections. Frontline undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. In addition to these important factors and matters discussed elsewhere herein, important factors that, in Frontline's view, could cause actual results to differ materially from those discussed in the forward-looking statements include important factors described from time to time in the reports and other documents, including filings with the U.S. Securities and Exchange Commission.
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
NO OFFER OR SOLICITATION
This announcement 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.
