Frontline Ltd. (âFrontlineâ or the âCompanyâ) (NYSE: FRO - OSE: FRO) announces
that a Special General Meeting of Shareholders was held on December 20, 2022, at
8:00 a.m. local time, at Par-la-Ville Place, 4(th) Floor, 14 Par-la-Ville Road,
âŚ
Vis børsmeldingen
Hamilton, Bermuda.
The proposals set out below were all approved by Frontlineâs shareholders at the
Special General Meeting:
Increase of Authorized Share Capital
To approve an increase of Frontlineâs authorized share capital from $500,000,000
(divided into 500,000,000 ordinary shares, par value $1.00), to $600,000,000
(divided into 600,000,000 ordinary shares, par value $1.00), by the creation of
an additional 100,000,000 ordinary shares, par value $1.00, with such newly
created ordinary shares to be of the same category and have the same rights and
to rank pari passu with the existing ordinary shares in all respects.
Redomicilitation
To approve:-
a) re-domicile Frontline by way of discontinuation out of Bermuda and continue
as a public company limited by shares incorporated in the Republic of Cyprus
(âCyprusâ) under the name of Frontline Plc (the âRedomiciliationâ);
b) an amendment to the Companyâs current Amended and Restated Bye-Laws, to
include a provision allowing for the Companyâs redomiciliation out of Bermuda as
required under the laws of Cyprus (the âDiscontinuation Amendmentâ);
c) adopt, upon the Redomiciliation taking effect by issuance of the temporary
certificate of continuation in Cyprus, the Amended and Restated Memorandum and
Articles of Association governed by the laws of Cyprus, in place of Frontlineâs
current Memorandum of Association and Frontlineâs current Amended and Restated
Bye-Laws including as amended by the proposed Discontinuation Amendment (the
âCurrent Constitutionâ) and which will abolish and replace the Current
Constitution upon the Redomiciliation;
d) Frontlineâs appointment of Marios Saveriades and/or Constantinos
Saveriades, both of K.C. Saveriades & Co. LLC of Limassol, Cyprus as the
authorized representative(s) in Cyprus to effect the Redomiciliation and sign
all necessary applications and statutory declarations;
e) Further to approve:
(i) 8, John Kennedy Street, Iris House, Off. 740B, 3106 Limassol, Cyprus as
the registered address of Frontline Plc;
(ii) (the resignations of James Ayers and Marios Saveriades as secretary and
assistant secretary of Frontline (Bermuda), respectively, and the appointment of
Marios Saveriades as Secretary of Frontline;
(iii) the appointment of PricewaterhouseCoopers Ltd. Cyprus as local statutory
auditors of Frontline Plc; and
(iv) the continuation of the current directors of Frontline (Bermuda), namely
John Fredriksen, James OâShaughnessy, Ola Lorentzon, Steen Jakobsen, Ole B.
Hjertaker and Marios Demetriades, as the directors of Frontline Plc.
As will follow from these resolutions, Frontlineâs shareholders have approved
the Redomiciliation of the Company to the Republic of Cyprus under the name of
Frontline plc. The Redomiciliation is described in further details in the final
proxy statement and prospectus that was mailed to shareholders of record, and
included in the Companyâs announcement of the Special General Meeting, on
December 6, 2022 (the âProxy Statement/Prospectusâ).
The Redomiciliation remains subject to certain final conditions as set forth in
the Proxy Statement/Prospectus, including the issuance of a temporary
redomiciliation certificate (the âTemporary Redomiciliation Certificateâ) by the
Registrar of Companies and Official Receiver of the Republic of Cyprus (the
âCyprus Companiesâ Registryâ). If such remaining conditions are satisfied, the
Redomiciliation is expected to be completed by December 31, 2022 or shortly
thereafter following which the Companyâs shares will continue to trade on the
New York Stock Exchange and the Oslo Stock Exchange under the existing ticker
symbol FRO.
Frontline will issue a separate announcement prior to the effective date of the
Redomiciliation, including key information relating to the change of the ISIN
and CUSIP numbers that identify Frontlineâs shares. Following the
Redomiciliation, Frontline plcâs new ISIN will be CY0200352116 and new CUSIP
will be M46528101. Frontline plcâs LEI number will not be affected by the
Redomiciliation and will remain the same. Following the effective date of the
Redomiciliation, shareholders of Frontline will hold one share of Frontline plc
for each ordinary share of Frontline held prior to the Redomiciliation.
Upon effectiveness of the Redomiciliation, the rights of shareholders of
Frontline plc will arise under Cyprus law and the Amended and Restated
Memorandum and Articles of Association (the âFrontline Cyprus Charterâ). The
Frontline Cyprus Charter, as approved at the Special General Meeting, will be
effective from the date the Temporary Redomiciliation Certificate is issued by
the Cyprus Companiesâ Registry. The Companyâs existing Memorandum of Association
and Amended and Restated Bye-Laws, as amended by the Discontinuation Amendment
(the âCurrent Constitutionâ), as approved at the Special General Meeting, will
be replaced in their entirety and abolished by operation of law on the date the
Temporary Certificate of Redomiciliation is issued. The Frontline Cyprus Charter
and Cyprus law contain provisions that differ in some respects from those in
Frontlineâs Current Constitution and Bermuda law. In view of the differences
between Cyprus law and Bermuda law, some rights as a shareholder of Frontline
plc (Cyprus) could differ materially from the current shareholder rights of
Frontline Ltd. (Bermuda). The Frontline Cyprus Charter will be substantially the
same as the Current Constitution, subject to changes to conform to Cyprus law,
noting that the Frontline Cyprus Charter will contain certain additional interim
governance provisions.
For additional information on the differences in Bermuda and Cyprus corporate
law, see the section entitled âComparison of Bermuda and Cyprus Corporate Lawâ
of the Proxy Statement/Prospectus, which includes a description of material
provisions under the law of Bermuda and the law of Cyprus relating shareholder
rights.
Upon effectiveness of the Redomiciliation, Cyprus will become the Companyâs
âhome member stateâ for the purposes of the European Parliament and of the
Council of 15 December 2004 on the harmonisation of transparency requirements in
relation to information about issuers whose securities are admitted to trading
on a regulated market and amending Directive 2001/34/EC (the EU Transparency
Directive). Following the Redomiciliation, Frontline plcâs financial reporting
obligations will be governed by Cyprus law, and investors will be subject to
Cyprus law with respect to disclosures of large shareholdings. Under Cyprus law,
investors are required to make a notification to the Company and the Cyprus
Securities and Exchange Commission whenever a shareholderâs holding of shares in
the Company reaches, exceeds or drops below 5%, 10%, 15%, 20%, 25%, 30%, 50% or
75% of the voting rights of the Company.
Following the Redomiciliation, Cyprus will also become the Companyâs âhome
member stateâ for the purposes of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 on the prospectus to be published
when securities are offered to the public or admitted to trading on a regulated
market.
Following the Redomiciliation, Frontline plc will be partly subject to the
mandatory take-over provisions as set out in the Norwegian Securities Trading
Act chapter 6, and will be partly subject to the provisions set out in the
Public Takeover Bids for the Acquisition of Securities of Companies and Related
Matters Law (Law 41(I)/2007) as amended by law 47(I)/2009 and 7(?)/2015 of
Cyprus. The threshold at which the mandatory bid obligations are triggered,
including possible exemptions from the obligation to present a bid (including
possible exemptions for subsequent sale of shares), is subject to Cyprus law,
pursuant to which a mandatory takeover bid is required where a person indirectly
or directly acquires (together with persons acting in concert with the
aforementioned person) a percentage of 30% or more of the existing voting rights
in the Company. Upon reaching this threshold, the shareholder shall make an
unconditional general offer for the purchase of the remaining shares in
Frontline plc. The obligation to make an unconditional offer also applies where
a shareholder, directly or indirectly, already holds 30% or more but less than
50%, of the voting rights in Frontline plc (i.e. that the shareholder held such
amount of shares prior to listing or have inherited such shares) and such
shareholder intends to increase the said percentage.
If any shareholder holds more than 50% of the voting rights, the Cyprus
authorities might, subject to application from the relevant shareholder, exempt
such shareholder from the bidding obligation, if the proposed acquisition does
not affect the rights of the minority shareholders of Frontline plc. The
takeover supervisory authority with respect to the threshold will be the Cyprus
Securities and Exchange Commission.
December 20, 2022
The Board of Directors
Frontline Ltd.
Hamilton, Bermuda
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 âbelieve,â âanticipate,â âintend,â âestimate,â âforecast,â
âproject,â âplan,â âpotential,â âwill,â âmay,â âshould,â âexpectâ 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, managementâs 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 Frontlineâs control, it cannot assure you that Frontline
will achieve or accomplish these expectations, beliefs or projections or satisfy
the conditions to the Redomiciliation that are further described in this
announcement or the Proxy Statement/Prospectus. 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 Frontlineâs
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.
Kilde
