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 January 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 January 24, 2024, announcing that the Company has
increased its share capital by a total of 1,237,266 Class A common shares, par value $0.01 per share (“Class A common shares”), due to the increase in its share capital by 1,223,088 Class A common shares as a result of the delivery of the fourth
and fifth of eight LR2 product tanker vessels and the increase in its share capital by 14,178 Class A common shares as a result of the exercise of a corresponding number of Restricted Stock Units.
The information contained in Exhibit 99.1 to 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: January 24, 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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TORM plc capital increase in connection with delivery of two 2010-built LR2 vessels and exercise of Restricted Share Units as part of
TORM’s incentive program
TORM has increased its share capital by 1,237,266 shares (corresponding to USD 12,372.66) in connection with the delivery of two 2010-built LR2 vessels and exercise of
Restricted Share Units as part of TORM’s incentive program.
With reference to Company Announcement no. 22 dated 09 November 2023 where TORM plc (“TORM") announced the acquisition of eight LR2 product tanker vessels, TORM plc
has increased its share capital by 1,223,088 A-shares (corresponding to a nominal value of USD 12,330.88) as a result of the delivery of the fourth and fifth of the eight LR2 vessels. The new shares relate to the settlement of a USD 38.2m allocated
loan note issued in connection with the vessel delivery and correspond to USD 31.23 per A-share with a nominal value of USD 0.01 each.
All of the issued shares will be subject to a lock-up for a period of 40 days commencing on the date such shares are issued (the “Lock-up Period”) provided that during
the Lock-up Period, the newly issued shares may be resold outside of the United States in transactions pursuant to and in compliance with Regulation S of the Securities Act of 1933, including on Nasdaq Copenhagen, but may not be resold in the United
States.
Additionally, TORM plc has increased its share capital by 14,178 A-shares (corresponding to a nominal value of USD 141,78) as a result of the exercise of a
corresponding number of Restricted Share Units. All 14,178 new shares are subscribed for in cash at DKK 0.07 per A-share, with a nominal value of USD 0.01 each. 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 on 26 January 2024.
After the capital increase, TORM’s share capital amounts to USD 906,992.38 divided into 90,699,236 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 90,699,236 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 (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
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 TORM. They are not historical facts, nor are they guarantees of future performance.
Where TORM 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, inflationary pressure, the general domestic and international political
conditions or events, including “trade wars” and the ongoing conflict between Russia and Ukraine, developments in the Middle East, including the armed conflict in Israel and the Gaza Strip and the conflict in the Red Sea, 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 newbuildings 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, TORM 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 TORM 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. 4
24 January 2024
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