TORM plc 6-K, filed Apr 11, 2023
TORM plc (TRMD)
6-K
2023-04-11
For: 2023-04-30
View Original
Added on
April 09, 2026
About this 6-K
TORM plc filed this 6-K on April 11, 2023.
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 April 2023
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 April 11, 2023, announcing a report of transactions in Company securities by directors and executive officers and their closely associated persons.
Attached to this Report on Form 6-K as Exhibit
99.2 is a copy of the press release of the Company, dated April 11, 2023, announcing that the Company has increased its share capital by 170,133 Class A common shares, par value $0.01 per share, as a result of the exercise of a corresponding
number of Restricted Share Units.
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: April 11, 2023
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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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Company announcement
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Report of transactions in TORM plc securities by directors and executive officers and their closely
associated persons
TORM plc has been notified of the following transaction in TORM plc securities:
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Details of the reporting person / closely associated person
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Name
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Jacob Balslev Meldgaard
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Reason for the notification
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Position/status
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CEO/Executive Director
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Initial notification/Amendment
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Initial notification
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Details of the issuer
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Name
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TORM plc
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LEI code
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213800VL1H1ABVM1ZF63
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Details of the transaction(s)
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Description of the financial instrument
Identification code
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Shares (ISIN: GB00BZ3CNK81)
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Nature of the transaction
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Exercise of restricted share units
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Price(s) and volume(s)
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Price(s)
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Volume(s)
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DKK 20.2/share
DKK 24.7/share
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85,067
85,066
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Aggregated information
• Aggregated volume
• Price
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Aggregated volume: 170,133 shares
Aggregated price: DKK 3,819,483.60
Average price per share: DKK 22.45/share
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Date of the transaction
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11 April 2023
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Place of the transaction
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Outside a trading venue
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Contact
Christopher Everard, General Manager
tel.: +44 203 713 4561
About TORM
TORM is one of the world’s leading carriers of refined oil products. TORM operates a fleet of approximately 85 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
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, including the end of the conflict, 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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COMPANY ANNOUNCEMENT NO. 13
11 APRIL 2023
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PAGE 1 / 1
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Exhibit 99.2
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Company announcement
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Capital increase in TORM due to exercise of Restricted Share Units as part of TORM’s incentive program
TORM plc (“TORM”) increases its share capital by 170,133 A-shares (corresponding to a nominal value of USD 1,701.33) as a result of the
exercise of a corresponding number of Restricted Share Units. Subsequent to such share capital increase, no more RSUs are eligible for exercise during 2023.
The capital increase is carried out without any pre-emption rights for existing shareholders or others. All 170,133 new shares are
subscribed for in cash. 85,067 of the new shares have been subscribed for at DKK 20.2 per A-share. The remaining 85,066 of the new shares have been
subscribed for at DKK 24.7 per A-share.
The new shares are ordinary shares without any special rights and are negotiable instruments. The new shares give rights to dividends
and other rights in relation to TORM as of the date of issuance. The new shares are expected to be admitted to trading and official listing on Nasdaq in Copenhagen on 11 April 2023. Transfer restrictions may apply in certain jurisdictions outside
Denmark, including applicable US securities laws.
After the capital increase, TORM’s share capital amounts to USD 834,488.70 divided into 83,448,868 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 83,448,868 votes are attached to the A-shares. The B-share and the C-share have specific voting rights.
Contact
Christopher Everard, General Manager
tel.: +44 203 713 4561
About TORM
TORM is one of the world’s leading carriers of refined oil products. TORM operates a fleet of approximately 85 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, including the end of the conflict, 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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COMPANY ANNOUNCEMENT NO.14
11 APRIL 2023
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PAGE 1 / 1
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