Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
January 11 2024 - 4:39PM
Edgar (US Regulatory)
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 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2024
Commission File Number 001-38294
TORM plc
Office 105, 20 St Dunstan’s Hill, London, United Kingdom, EC3R 8HL
(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
Attached to this Report on Form 6-K as Exhibit 99.1 is a copy of the press release of TORM plc (the “Company”), dated January 11, 2024, announcing that the Company has
priced $200 million of senior unsecured bonds due January 25, 2029. The notice contained herein is neither an offer to sell nor a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in
any jurisdiction in which such an offer, solicitation, or sale would be unlawful absent registration or an applicable exemption from the registration requirements of the securities laws of any such jurisdiction. The securities offered have not
been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements.
Attached to this Report on Form 6-K as
Exhibit 99.2 is a copy of the Company’s press release, dated January 11, 2024, announcing that the Company has increased its share
capital by 624,077 Class A common shares, par value $0.01 per share (“Class A common shares”), as a result of the delivery of the second of eight LR2 product tanker vessels and has increased its share capital by 660,714 Class A common share as a
result of the delivery of the last of four 2015-2016 MR product tanker vessels.
The information contained in Exhibit 99.1 and Exhibit 99.2 to this Report on Form 6-K is hereby incorporated by reference into the Company’s registration
statement on Form F-3 (File No. 333-261514) that was filed with the U.S. Securities and Exchange Commission effective December 22, 2021.
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.
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TORM PLC
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Dated: January 11, 2024
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By:
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/s/ Jacob Meldgaard
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Jacob Meldgaard
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Executive Director and Principal Executive Officer
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Exhibit 99.1
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PRESS RELEASE
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TORM plc Announces Pricing of USD 200m Senior Unsecured Bonds
TORM plc has today successfully priced USD 200m of senior unsecured bonds due 25 January 2029 (the “Bonds”). The Bonds will carry a fixed coupon of
8.25%, payable semi-annually. With reference to company announcement no. 22 from 09 November 2023 regarding acquisition of the eight LR2 product tanker vessels (the “Acquisition”), the net proceeds from the bond issue will be used to part finance
five of the eight vessels, including full repayment of a bridge facility potentially partly drawn in connection with the Acquisition, and for general corporate purposes. An application will be made for the Bonds to be listed on the Oslo Stock
Exchange.
The transaction
attracted strong global investor interest and was significantly oversubscribed.
Danske Bank, DNB Markets, Nordea and SEB acted as joint bookrunners for the bond issue.
Contact
Kim Balle, CFO
tel.: +45 3917 9200, e-mail: mail@torm.com
Andreas Abildgaard-Hein, Vice President
tel.: +45 3917 9339, e-mail: ir@torm.com
Joakim Nørholm Vasehus, Head of Communications
tel.: +45 3917 9260, e-mail: communications@torm.com
About TORM
TORM is one of the world’s leading carriers of refined oil products. TORM operates a fleet of approximately 90 product tanker vessels with a strong
commitment to safety, environmental responsibility and customer service. TORM was founded in 1889 and conducts business worldwide. TORM’s shares are listed on Nasdaq in Copenhagen and on Nasdaq in New York (ticker: TRMD A and TRMD, ISIN:
GB00BZ3CNK81). For further information, please visit www.torm.com.
Safe harbor statement as to the future
This announcement may contain forward-looking statements, including “forward-looking statements” within the meaning of the United States Private
Securities Litigation Reform Act of 1995. Words such as “will”, “aim”, “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, “projects”, “forecasts”, “may”, “should”, or the negative of these terms and other similar expressions of
future performance or results, and their negatives, are intended to identify such forward-looking statements. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors
affecting the Company. They are not historical facts, nor are they guarantees of future performance.
Where the Company expresses an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed
to have a reasonable basis. However, because these forward-looking statements are not guarantees of future performance and involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those
expressed, projected or implied by these forward-looking statements. In light of these risks and uncertainties, undue reliance should not be placed on forward-looking statements contained in this release because they are statements about events that
are not certain to occur as described or at all.
Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include,
but are not limited to, the strength of the world economy and currencies including central bank policies intention to combat overall inflation and rising interest rates, the general domestic and international political conditions or events, including
“trade wars” and the conflict between Russia and Ukraine, the developments in the Middle East, including the armed conflict in Israel and the Gaza Strip and the conflict regarding the Houthis’ attack in the Red Sea; the highly cyclical natures of our
business causing fluctuations in charter hire rates and vessel values caused by changes in supply vessels and constructions of newbuilding’s and changes in “ton-mile” demand caused by changes in worldwide OPEC petroleum production, consumption and
storage, the duration and severity of the ongoing COVID-19 pandemic, including its impact on the demand for petroleum products and the seaborne transportation of clean products, the interruption or failure of our information technology and
communication system including cyber-attacks, the increased cost of capital or limited access to funding due to EU taxonomy and the potential liability from future litigation and future costs due to environmental damage and vessel collision, the
potential conflicts of interest involving our board of directors and senior management.
Except to the extent required by applicable law or regulation, the Company undertakes no obligation to release publicly any revisions or updates to
these forward-looking statements to reflect new information, future events or circumstances after the date of this release or to reflect the occurrence of unanticipated events. Please see TORM’s filings with the U.S. Securities and Exchange
Commission for a more complete discussion of certain of these and other risks and uncertainties. The information set forth herein speaks only as of the date hereof, and the Company disclaims any intention or obligation to update any forward-looking
statements as a result of developments occurring after the date of this communication
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TORM PLC | OFFICE 105 | 20 ST DUNSTAN’S HILL
LONDON, EC3R 8HL, UNITED KINGDOM | COMPANY: 09818726
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PRESS RELEASE NO. 02
11 JANUARY 2024
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PAGE 1 / 1
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Exhibit 99.2
TORM plc capital increase in connection with delivery of one 2015-built MR vessel and one
2010-built LR2 vessel
With reference to Company Announcement no. 22 dated 09 November 2023 where TORM plc (“TORM") announced the acquisition of eight LR2 product tanker
vessels, TORM plc has increased its share capital by 624,077 A-shares (corresponding to USD 6,240.77) as a result of the delivery of the second of the eight LR2 vessels.
With reference to Company Announcement no. 23 dated 09 November 2023 regarding plc’s Q3 2023 results where TORM announced the acquisition of four
MR product tanker vessels, TORM plc (“TORM”) has increased its share capital by 660,714 A-shares (corresponding to USD 6,607.14) as a result of the delivery of the last of the four MR vessels.
In total TORM has increased its share capital by 1,284,791 shares (corresponding to USD 12,847.91) in relation to the two vessels mentioned above.
The capital increase is carried out without any pre-emption rights for existing shareholders or others.
For the LR2 vessel the new shares relate to the settlement of USD 19.1m allocated loan notes issued in connection with the vessel deliveries and
correspond to USD 30.61 per A-share with a nominal value of USD 0.01 each.
For the MR vessel the new shares relate to the settlement of a USD 18.5m allocated loan note issued in connection with the vessel delivery and
correspond to USD 28.00 per A-share with a nominal value of USD 0.01 each.
All of the issued shares will be subject to a lock-up for a period of 40 days commencing on the date such shares are issued (the “Lock-up Period”)
provided that during the Lock-up Period, the newly issued shares may be resold outside of the United States in transactions pursuant to and in compliance with Regulation S of the Securities Act of 1933, including on Nasdaq Copenhagen, but may not be
resold in the United States.
The new shares (i) are ordinary shares without any special rights and are negotiable instruments, (ii) give right to dividends and other rights in
relation to TORM as of the date of issuance and (iii) are expected to be admitted to trading and official listing on Nasdaq Copenhagen on 15 January 2024.
After the capital increase related to both vessels, TORM’s share capital amounts to USD 888,239.59 divided into 88,823,957 A-shares of USD 0.01
each, one B-share of USD 0.01 and one C-share of USD 0.01. A total of 88,823,957 votes are attached to the A-shares. The B-share and the C-share have specific voting rights.
Contact
Christopher Everard, General Manager
Tel.: +44 (0) 7920 494 853
About TORM
TORM is one of the world’s leading carriers of refined oil products.
TORM operates a fleet of approximately 90 product tanker vessels with a strong commitment to safety. environmental responsibility and customer service. TORM was founded in 1889 and conducts business worldwide. TORM’s shares are listed on Nasdaq in
Copenhagen and on Nasdaq in New York (ticker: TRMD A and TRMD. ISIN: GB00BZ3CNK81). For further information. please visit www.torm.com.
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TORM PLC | OFFICE 105 | 20 ST DUNSTAN’S HILL
LONDON, EC3R 8HL, UNITED KINGDOM | COMPANY: 09818726
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COMPANY ANNOUNCEMENT NO. 2
11 JANUARY 2024
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PAGE 1 / 2
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Safe harbor statements as to the future
This announcement may contain forward-looking statements, including ‘forward-looking statements’ within the meaning of the United States Private
Securities Litigation Reform Act of 1995. Words such as “will”, “aim”, “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, “projects”, “forecasts”, “may”, “should”, or the negative of these terms and other similar expressions of
future performance or results, and their negatives, are intended to identify such forward-looking statements. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors
affecting TORM. They are not historical facts, nor are they guarantees of future performance.
Where TORM expresses an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed
to have a reasonable basis. However, because these forward-looking statements are not guarantees of future performance and involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those
expressed, projected or implied by these forward-looking statements. In light of these risks and uncertainties, undue reliance should not be placed on forward-looking statements contained in this release because they are statements about events that
are not certain to occur as described or at all.
Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements
include, but are not limited to, the strength of the world economy and currencies including central bank policies intention to combat overall inflation and rising interest rates, inflationary pressure, the general domestic and international political
conditions or events, including “trade wars” and the ongoing conflict between Russia and Ukraine, developments in the Middle East, including the armed conflict in Israel and the Gaza Strip and the conflict in the Red Sea, the highly cyclical natures
of our business causing fluctuations in charter hire rates and vessel values caused by changes in supply vessels and constructions of newbuildings and changes in “ton-mile” demand caused by changes in worldwide OPEC petroleum production, consumption
and storage, the duration and severity of the ongoing COVID-19 pandemic, including its impact on the demand for petroleum products and the seaborne transportation of clean products, the interruption or failure of our information technology and
communication system including cyber-attacks, the increased cost of capital or limited access to funding due to EU taxonomy and the potential liability from future litigation and future costs due to environmental damage and vessel collision, the
potential conflicts of interest involving our board of directors and senior management.
Except to the extent required by applicable law or regulation, TORM undertakes no obligation to release publicly any revisions or updates to these
forward-looking statements to reflect new information future events or circumstances after the date of this release or to reflect the occurrence of unanticipated events. Please see TORM’s filings with the U.S. Securities and Exchange Commission for a
more complete discussion of certain of these and other risks and uncertainties. The information set forth herein speaks only as of the date hereof, and TORM disclaims any intention or obligation to update any forward-looking statements as a result of
developments occurring after the date of this communication.
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TORM PLC | OFFICE 105 | 20 ST DUNSTAN’S HILL
LONDON, EC3R 8HL, UNITED KINGDOM | COMPANY: 09818726
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COMPANY ANNOUNCEMENT NO. 2
11 JANUARY 2024
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PAGE 2 / 2
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