Bli medlem
Bli medlem

Du är här


TORM plc: TORM plc completes the exchange offer to implement a corporate reorganization of the TORM Group

This announcement does not constitute an offering circular or prospectus in
connection with an offering of securities of TORM plc. Investors must neither
accept any offer for, nor acquire or subscribe for, any securities to which
this document refers, unless they do so on the basis of the information
contained in the prospectus made available by TORM plc in those jurisdictions
where an offer may be made (if an offer is made). This announcement does not
constitute an offer to sell or the solicitation of an offer to buy or
subscribe for, any securities and cannot be relied on for any investment
contract or decision.
Notice to U.S. Shareholders
: The offer described in this announcement is for the securities of a non-U.S.
company. The offer is subject to disclosure requirements of a country that
are different from those of the United States. It may be difficult for you to
enforce your rights and any claim you may have arising under the U.S. federal
securities laws, since the issuer is located in a foreign country and some or
all of its officers and directors are residents of a foreign country. You may
not be able to sue a foreign company or its officers or directors in a
foreign court for violations of the U.S. securities laws. It may be difficult
to compel a foreign company and its affiliates to subject themselves to a
U.S. court's judgment. You should be aware that the offeror may purchase
securities otherwise than under the offer, such as in open market or
privately negotiated purchases.

With reference to company announcement no. 1 of 21 March 2016, TORM plc today
announces the completion of its exchange offer made to all TORM A/S'
shareholders to exchange their TORM A/S shares for TORM plc shares on a
one-for-one basis (the "Exchange Offer"). Additionally, as part of the
Exchange Offer, all warrant holders in TORM A/S were entitled to receive
warrants on substantially equivalent terms in TORM plc on a one-for-one basis
in exchange for the transfer of their existing warrants to TORM A/S.

The Exchange Offer was submitted in order to put in place a new corporate
structure of the TORM Group (the "Corporate Reorganization"). The Corporate
Reorganization involves the insertion of a UK parent company, TORM plc, as
further described in TORM A/S' company announcement no. 5 of 8 March 2016.

The offer period of the Exchange Offer expired on 14 April 2016 at 4:00 p.m.
(CET). During the offer period, TORM plc received acceptances of the Exchange
Offer from shareholders representing 61,203,063 TORM A/S A shares and all
warrant holders representing 4,787,693 TORM A/S warrants. These acceptances
represent 95,9% of the total issued share capital and voting rights of TORM
A/S (on a fully diluted basis and excluding A shares held in treasury by TORM
A/S). Additionally, the holder of the sole TORM A/S C share accepted the
Exchange Offer. Accordingly, the minimum acceptance condition as set out in
the Exchange Offer document has been satisfied.

The Exchange Offer was subject to certain other conditions, which have also
been satisfied.

The TORM A/S B share is expected to be exchanged for an equivalent B share in
TORM plc during the subsequent squeeze-out to be initiated by TORM plc.

TORM plc shares and warrants to be issued pursuant to the Exchange Offer are
expected to be delivered on 19 April 2016, as further described in the
exchange offer document dated 21 March 2016.

The A shares of TORM plc are expected to be admitted to trading and official
listing on Nasdaq Copenhagen A/S under ISIN GB00BZ3CNK81 on 19 April 2016
(ticker: TRMD A).

As TORM plc has obtained TORM A/S shares representing more than 90% of TORM
A/S' outstanding share capital and voting rights (on a fully diluted basis
and excluding shares held in treasury by TORM A/S),TORM plc will initiate a
squeeze-out of any remaining minority shareholders of TORM A/S pursuant to
Sections 70 and 72 of the Danish Companies Act. Furthermore, TORM A/S will
submit a request to Nasdaq Copenhagen A/S for its A shares to be removed from
trading and official listing on Nasdaq Copenhagen A/S. The initiation of such
squeeze-out will take place on 25 April 2016 and will be announced by TORM
plc and TORM A/S, respectively, in separate company announcements. The last
day of trading and official listing on Nasdaq Copenhagen A/S for the TORM A/S
A shares is expected to be on 25 April 2016.

| |
|Jacob Melgaard, Executive Director, tel.: +45 3917 9200 27 Old Gloucester Street |
| London WC1N 3AX, United Kingdom |
| Tel.: +45 3917 9200 / Fax: +45 3917 9393 |
| |

TORM is one of the world's leading carriers of refined oil products. The
Company operates a fleet of approximately 80 modern vessels with a strong
commitment to safety, environmental responsibility and customer service. TORM
was founded in 1889. The Company conducts business worldwide. For further
information, please visit

Matters discussed in this release may constitute forward-looking statements.
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 statements other than statements of historical facts. The
words "believe," "anticipate," "intend," "estimate," "forecast," "project,"
"plan," "potential," "may," "should," "expect," "pending" and similar
expressions generally identify forward-looking statements.

The forward-looking statements in this release are based upon various
assumptions, many of which are based, in turn, 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 the
strength of the world economy and currencies, changes in charter hire rates
and vessel values, changes in demand for "ton miles" of oil carried by oil
tankers, the effect of changes in OPEC's petroleum production levels and
worldwide oil consumption and storage, changes in demand that may affect
attitudes of time charterers to scheduled and unscheduled dry-docking,
changes in TORM's operating expenses, including bunker prices, dry-docking
and insurance costs, changes in the regulation of shipping operations,
including requirements for double hull tankers or actions taken by regulatory
authorities, potential liability from pending or future litigation, domestic
and international political conditions, potential disruption of shipping
routes due to accidents, political events or acts by terrorists.

In light of these risks and uncertainties, you should not place undue reliance
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 to these
forward-looking statements to reflect events or circumstances after the date
of this release or to reflect the occurrence of unanticipated events.

The Exchange Offer is being made in the United States in reliance on and in
compliance with Rule 14d-1(c) under the U.S. Securities Exchange Act of 1934,
as amended (the "Exchange Act"). The TORM plc securities will be issued
pursuant to an exemption from registration provided by Rule 802 of the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act"), which
provides for an exemption for offerings in connection with an exchange offer
for the securities of non-U.S. private issuers, such as TORM plc. TORM plc
has furnished to the United States Securities and Exchange Commission (the
"SEC") a Form CB with respect to the Exchange Offer which may be amended and
supplemented as applicable. TORM plc is not required to, and does not plan
to, prepare and file with the SEC a registration statement with respect to
the Exchange Offer. The securities of TORM plc have not been and will not be
registered under the U.S. Securities Act in connection with the Exchange
Offer, or under the securities laws of any jurisdiction of the United States.
The securities of TORM plc may not be offered, pledged, sold, resold,
granted, delivered, allotted or otherwise transferred, as applicable, in the
United States, except in transactions that are exempt from or not subject to
the registration requirements of the U.S. Securities Act and in compliance
with any applicable state securities laws. The Exchange Offer does not
comprise an offer or placement of TORM plc securities in the United States.
Neither the SEC nor any U.S. state securities commission has approved or
disapproved of the TORM plc securities offered in connection with the
Exchange Offer, or determined if this announcement, the Prospectus, or the
Exchange Offer Document is accurate or complete. Any representation to the
contrary is a criminal offence.

03-2016 - TORM plc completes the exchange offer - UK


This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: TORM plc via Globenewswire


Författare Hugin

Tala om vad ni tycker

Tala om vad ni tycker

Ni är just nu inne på en betaversion av nya aktiespararna. Lämna gärna feedback på vad ni tycker i formuläret nedan.