TORM plc 6-K, filed Jun 7, 2024
TORM plc (TRMD)
6-K
2024-06-07
For: 2024-06-30
View Original
Added on
April 09, 2026
About this 6-K
TORM plc filed this 6-K on June 7, 2024.
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 June 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 June 4, 2024, announcing that OCM Njord Holdings S.à
r.l., a company indirectly owned by funds managed by Oaktree Capital Management L.P. and its affiliates (“OCM Njord”), has notified that it has sold 6,896,552 shares in the Company on June 3, 2024. As a result of the sale, Oaktree will own
44,109,986 shares in the Company corresponding to 46.68% beneficial ownership.
Attached to this Report on Form 6-K as Exhibit 99.2 is a copy of the press release of the Company, dated June 6, 2024, announcing that Oaktree Capital Group
Holdings GP, LLC has informed the Company that OCM Njord holds an aggregate of 44,109,987 shares in the Company, corresponding to 46.68% of the total share capital and 88.67% of the total voting rights in the Company. OCM Njord thus holds
44,109,986 Class A-shares and the sole Class C-share of nominally $0.01 with special voting rights in respect of certain matters as set out in the Company’s articles of association. Exhibit 99.2 corrects and replaces Exhibit 99.1 hereto.
The information contained in Exhibit 99.2 of 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: June 7, 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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COMPANY ANNOUNCEMENT
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Major Shareholder Announcement
In accordance with Section 30 of the Capital Markets Act, TORM PLC hereby announces that OCM Njord Holdings S.à r.l., a company indirectly owned by funds managed by
Oaktree Capital Management L.P. and its affiliates, has notified that it has sold 6,896,552 shares on 03 June 2024. Oaktree now owns less than 50% in TORM PLC.
In total, Oaktree will own 44,109,986 shares after the transaction corresponding to 46.68% ownership.
Contact
Mikael Bo Larsen, Head of Investor Relations
Tel.: +45 51 43 80 02
E-mail: IR@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 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. 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.
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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. 26
04 JUNE 2024
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PAGE 1 / 2
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COMPANY ANNOUNCEMENT
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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. 26
04 JUNE 2024
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PAGE 2 / 2
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Exhibit 99.2
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COMPANY ANNOUNCEMENT
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Major Shareholder Announcement
In accordance with section 30 of the Danish Capital Markets Act, TORM plc hereby announces that:
Oaktree Capital Group Holdings GP, LLC has informed TORM plc that OCM Njord Holdings S.à r.l. holds an aggregate of 44,109,987 shares in TORM plc, corresponding to
46.68% of the total share capital and 88.67% of the total voting rights in TORM plc.
OCM Njord Holdings S.à r.l. thus holds 44,109,986 A-shares and the sole C-share of nominally USD 0.01 with special voting rights in respect of certain matters as set
out in TORM plc's articles of association.
This announcement corrects and replaces the announcement no. 26 published on 04 June 2024.
Contact
Mikael Bo Larsen, Head of Investor Relations
Tel.: +45 51 43 80 02
E-mail: IR@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 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. 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
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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. 27
06 JUNE 2024
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PAGE 1/ 2
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COMPANY ANNOUNCEMENT
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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. 27
06 JUNE 2024
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PAGE 2/ 2
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