Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
16 May 2024 - 6:49AM
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 May 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 May 15, 2024, announcing that the Company has increased
its share capital by 48,985 Class A common shares, par value $0.01 per share, as a result of the exercise of a corresponding number of Restricted Stock Units. Additionally, the Board of Directors of the Company has decided to grant adjustment
Restricted Stock Units to certain employees and its Executive Director, Jacob Meldgaard, as part of a long-term incentive program.
The information contained in 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: May 15, 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
TORM plc capital increase in connection with exercise of Restricted Share Units as part of TORM’s incentive program
TORM plc has increased its share capital by 48,985 A-shares (corresponding to a nominal value of USD 489.85) as a result of the exercise of a corresponding number of
Restricted Share Units.
All new shares are subscribed for in cash. 571 shares are subscribed for at DKK 0.08 per A-share and 48,414 shares are subscribed for at DKK 180.8 per A-share.
Transfer restrictions may apply in certain jurisdictions outside Denmark, including applicable US securities laws. The capital increase is carried out without any
pre-emption rights for existing shareholders or others.
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 as soon as possible.
After the capital increase, TORM’s share capital amounts to USD 944,483.17 divided into 94,448,315 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 94,448,315 votes are attached to the A-shares. The B-share and the C-share have specific voting rights.
Further, the Board of Directors has as part of a long-term incentive program decided to grant certain employees (“Participants”) adjustment RSUs following exercise of
28,356 original RSUs granted in 2021 and 2022 to reflect the payment of dividend since the relevant grant date. The Participants will be granted a total of 954 RSUs in the form of restricted stock options. These adjustment RSUs will not be subject to
further dividend adjustment and will have to be exercised within the same exercise window as they were issued. They will have a strike price of one US cent.
In addition, the Board of Directors has as part of a long-term incentive program decided to grant Executive Director Jacob Meldgaard adjustment RSUs following exercise
of 170,134 original RSUs granted in 2021 and 2022 to reflect the payment of dividend since the relevant grant date. Executive Director Jacob Meldgaard will be granted a total of 5,563 RSUs in the form of restricted stock options.
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.
Safe harbor statements as to the future
Matters discussed in this release may constitute forward-looking statements. The Private Securities Litigation Reform Act of
1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements reflect our current views with respect to future events and
financial performance and may include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are statements other than statements of historical facts. The
Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation.
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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. 21
15 MAY 2024
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PAGE 1 / 2
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Words such as,
but not limited to, “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “targets,” “projects,” “forecasts,” “potential,” “continue,” “possible,” “likely,” “may,” “could,” “should” and similar expressions or phrases may identify
forward-looking statements.
The forward-looking statements in this release are based upon various assumptions, many of which are, in turn, based upon further
assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although the Company believes that these assumptions were reasonable when
made, because these assumptions are inherently subject to significant uncertainties and contingencies that are difficult or impossible to predict and are beyond our control, the Company cannot guarantee that it will achieve or accomplish these
expectations, beliefs, or projections. 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, our future operating or financial
results; changes in governmental rules and regulations or actions taken by regulatory authorities; the central bank policies intended to combat overall inflation and rising interest rates and foreign exchange rates; inflationary pressure; increased
cost of capital or limited access to funding due to EU Taxonomy or relevant territorial taxonomy regulations; the length and severity of epidemics and pandemics and their impact on the demand for seaborne transportation of petroleum products; 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 conflicts in Israel and the Gaza Strip, and the conflict regarding the
Houthi attacks in the Red Sea; changes in economic and competitive conditions affecting our business, including market fluctuations in charter rates and charterers’ abilities to perform under existing time charters; changes in the supply and demand
for vessels comparable to ours and the number of newbuildings under construction; the highly cyclical nature of the industry that we operate in; the loss of a large customer or significant business relationship; changes in worldwide oil production
and consumption and storage; risks associated with any future vessel construction; our expectations regarding the availability of vessel acquisitions and our ability to complete acquisition transactions planned; availability of skilled crew members
other employees and the related labor costs; work stoppages or other labor disruptions by our employees or the employees of other companies in related industries; the impact of increasing scrutiny and changing expectations from investors, lenders and
other market participants with respect to our ESG policies; Foreign Corrupt Practices Act of 1977 or other applicable regulations relating to bribery; effects of new products and new technology in our industry, including the potential for
technological innovation to reduce the value of our vessels and charter income derived therefrom; new environmental regulations and restrictions, whether at a global level stipulated by the International Maritime Organization, and/or imposed by
regional or national authorities such as the European Union or individual countries; the impact of an interruption in or failure of our information technology and communications systems, including the impact of cyber-attacks, upon our ability to
operate; potential conflicts of interest involving members of our board of directors and senior management; the failure of counterparties to fully perform their contracts with us; changes in credit risk with respect to our counterparties on
contracts; our dependence on key personnel and our ability to attract, retain and motivate key employees; adequacy of insurance coverage; our ability to obtain indemnities from customers; changes in laws, treaties or regulations; our incorporation
under the laws of England and Wales and the different rights to relief that may be available compared to other countries, including the United States; government requisition of our vessels during a period of war or emergency; the arrest of our
vessels by maritime claimants; any further changes in U.S. trade policy that could trigger retaliatory actions by the affected countries; potential disruption of shipping routes due to accidents, climate-related incidents, environmental factors,
political events, public health threats, acts by terrorists or acts of piracy on ocean-going vessels; the impact of adverse weather and natural disasters; damage to storage and receiving facilities; potential liability from future litigation and
potential costs due to environmental damage and vessel collisions; and the length and number of off-hire periods and dependence on third-party managers.
In the 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. These forward-looking statements are not guarantees of our future performance, and actual results and future developments may vary materially from
those projected in the forward-looking statements.
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 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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COMPANY ANNOUNCEMENT NO. 21
15 MAY 2024
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PAGE 2 / 2
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