UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO

RULE 13A-16 OR 15D-16 UNDER THE SECURITIES

EXCHANGE ACT OF 1934

For the month of January 2023

Commission File Number:  001-16601

FRONTLINE PLC

(Translation of registrant's name into English)

8, Kennedy Street, Iris House, Off. 740B, 3106 Limmasol, Cyprus

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [ X ]     Form 40-F [   ]

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

 

On July 10, 2022, Frontline Ltd., a Bermuda organized exempted company entered into a combination agreement (the “Combination Agreement”) with Euronav NV (“Euronav”) for a stock-for-stock combination based on an exchange ratio of 1.45 Frontline plc ordinary shares, par value $1.00 per share (the “Ordinary Shares”), for every 1.0 Euronav ordinary share, which on July 7, 2022 was unanimously approved by all the members of Frontline Ltd.’s Board of Directors and by all members of Euronav’s Supervisory. Pursuant to the Combination Agreement, Frontline Ltd. agreed to relocate from Bermuda to Cyprus and became Frontline plc, a Cyprus organized company (the “Redomiciliation”). Reference to the “Company” for purposes of this letter shall mean Frontline Ltd. prior to the effectiveness of the Redomiciliation and Frontline plc after the effectiveness of the Redomiciliation. The Redomiciliation is not contingent upon the completion of the exchange offer and the merger as contemplated in the Combination Agreement.

Frontline Ltd.’s Board of Directors called a Special General Meeting of shareholders that was held on December 20, 2022, at 8:00 a.m. local time, at Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton, Bermuda. Shareholders of record as of November 7, 2022 voted upon and approved, among other things, the Redomiciliation.

In connection with the Redomiciliation, Frontline Ltd. filed a registration statement on Form F-4 (333-267407) that was declared effective by the SEC on December 2, 2022 (the “Registration Statement”) in connection with the Redomiciliation. The final proxy statement and prospectus, together with other proxy materials containing important information about the Special General Meeting (“Final Proxy Statement/Prospectus”) were filed with the SEC on December 6, 2022 and mailed to shareholders of record on or about December 6, 2022.

Effective December 30, 2022, 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. A copy of the Company’s press release announcing the effectiveness of the Redomiciliation is attached hereto as Exhibit 1. Frontline Ltd.’s and its subsidiaries’ business, assets and liabilities 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 were the same individuals who were directors and executive officers, respectively, of Frontline Ltd. immediately prior to the Redomiciliation.

Upon effectiveness of the Redomiciliation, each of Frontline Ltd.’s currently outstanding Ordinary Shares continue to be outstanding by operation of law, on a one-for-one basis, as ordinary shares of Frontline plc with the same nominal value. Consequently, upon effectiveness of the Redomiciliation, each holder of Frontline Ltd.’s Ordinary Shares instead hold Ordinary Shares of Frontline plc of the same nominal value, representing the same proportional equity interest in Frontline plc as that shareholder held in Frontline Ltd. and representing the same class of shares. The number of Ordinary Shares of Frontline plc outstanding immediately after the Redomiciliation continue to be the same as the number of Ordinary Shares of Frontline Ltd. outstanding immediately prior to the Redomiciliation. Upon effectiveness of the Redomiciliation, the rights of shareholders of Frontline plc are governed under Cyprus law and the Frontline plc Amended and Restated Memorandum and Articles of Association, each of which is described in the Registration Statement. Information relating to the Ordinary Shares is described under the captions “Description of Share Capital” in the Registration Statement and Final Proxy Statement/Prospectus.

Frontline Ltd.’s Ordinary Shares are registered pursuant to Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and listed on the New York Stock Exchange (“NYSE”) and Oslo Stock Exchange (“OSE”) under the symbol “FRO”.  following the Redomiciliation, such shares will continue to be listed for trading on the NYSE and OSE under the ticker symbol "FRO" and have been assigned a new CUSIP number M46528101, effective as of January 3, 20203, and a new ISIN CY0200352116, effective on or about January 9, 2023.  In addition, the Company's name has changed to Frontline plc on the NYSE on January 3, 2023.  A copy of the press release announcing the key information with respect to the change of ISIN is attached hereto as Exhbit 2.

This Current Report on Form 6-K is being filed using the EDGAR format type 8-K12B.  The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act.

This Current Report on Form 6-K is being filed for the purpose of establishing the Frontline plc as the successor issuer to Frontline Ltd. pursuant to Rule 12g-3(a) under the Exchange Act, and to disclose certain events with respect to Frontline plc in connection with the consummation of the Redomiciliation. Pursuant to 12g-3(a) under the Exchange Act, the Frontline Ltd.’s Ordinary Shares are deemed registered under Section 12(b) of the Exchange Act as the ordinary shares of the successor issuer, Frontline plc, and Frontline plc is subject to the informational requirements of the Exchange Act and the rules and regulations promulgated thereunder. Frontline plc hereby reports this succession in accordance with Rule 12g-3(f) under the Exchange Act.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.