23 January 2017
TORM plc ("TORM" or the "Company") (Nasdaq Copenhagen: TRMD A and NASDAQ New York: TRMD) hereby announces that the Company has priced its Private Placement (the "Private Placement") (cf. announcement no. 2 dated 22 January 2018). In total, TORM will issue 11,920,000 new Class A common shares (par value USD 0.01) (the "New Shares") at a price of USD 8.39 (corresponding to DKK 51.00) per New Share for gross proceeds of USD 100m, as determined through an accelerated bookbuilding process. The New Shares will be issued without any pre-emption rights for TORM's existing shareholders and have been placed with Danish and foreign institutional investors pursuant to exemptions from the registration requirements under the U.S. Securities Act of 1933, as amended.
The net proceeds from the Private Placement are expected to be used for:
• Funding of existing newbuilding commitments, and/or
• Funding of potential fleet growth opportunities through either execution of existing newbuilding options of up to four fuel-efficient and high-specification product tanker newbuildings from Guangzhou Shipyard International, or acquisition of attractively priced second-hand vessels on the water, and/or
• General corporate purposes.
TORM believes that the strong interest in the Private Placement will have a positive impact on the liquidity in the TORM share going forward. TORM's majority shareholder, OCM Njord Holdings S.à r.l., a wholly-owned subsidiary of funds managed by Oaktree Capital Management, has shown its support to TORM and the Private Placement by subscribing for 8,214,548 New Shares for an aggregate amount of USD 68.9m.
Settlement of the New Shares
The expected date of settlement is 26 January 2018. In VP Securities, New Shares will be delivered in book-entry form in the temporary ISIN DK0060951515 against payment of the subscription price in DKK. In VP Securities, the temporary ISIN code is expected to be merged with the existing permanent ISIN code for the existing shares, GB00BZ3CNK81, on 31 January 2018. The temporary ISIN code will not be listed on Nasdaq Copenhagen, but will only be registered with VP Securities for use in connection with subscription for New Shares.
Resolution on capital increase
The decision to launch the Private Placement was made in accordance with TORM's existing authorities to issue shares as approved by shareholders on 15 March 2016 and articles 8.3 and 131 of TORM's Articles of Association pursuant to which the Board of Directors is authorized to increase the share capital without pre-emption right for TORM's existing shareholders.
Pursuant to article 131.2.1 of TORM's Articles of Associations, the Company has obtained a fairness opinion from the international financial advisor Pareto Securities AS in relation to the subscription price for and the issue of the New Shares.
The nominal value of the capital increase will represent approximately 19.1% of TORM's current nominal Class A share capital of USD 622,988.46 and approximately 16.1% of TORM's registered Class A share capital after the capital increase. Following the capital increase, the nominal Class A share capital of TORM will amount to USD 742,188.46 corresponding to 74,218,846 Class A common shares each with a nominal value of USD 0.01.
Admission to trading and official listing
The New Shares are expected be listed on Nasdaq Copenhagen on 30 January 2018 under the same ISIN code as the existing Class A common shares, permanent ISIN code GB00BZ3CNK81. All New Shares may be traded immediately on Nasdaq Copenhagen following listing.
The New Shares are expected to be approved for listing on NASDAQ New York at or prior to the time of closing of the Private Placement. The New Shares will trade on NASDAQ New York under the existing CUSIP number for TORM's Class A common shares, G89479 10.
Based on the subscription price of the Private Placement, TORM is assessing whether it will require an adjustment of certain terms of its warrants.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
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 www.torm.com.
TORM, press release