TORM plc Expands Capital with New Shares Following Vessel Delivery
HELLERUP, Denmark — TORM plc (NASDAQ: TRMD) recently made significant strides in its capital growth by increasing its share capital through the delivery of a new LR2 vessel and the exercise of Restricted Share Units (RSUs) as part of the company's incentive program. This capital increase amounts to a total of 2,395,426 shares, equating to USD 23,954.26.
Details of the Share Capital Increase
This move follows Company Announcement number 22, where TORM announced its acquisition of a 2010-built LR2 vessel. In connection with this delivery, TORM has increased its share capital by issuing 748,569 new shares, which corresponds to USD 7,485.69. These shares are part of the settlement for a USD 17.0 million allocated loan note linked to this vessel’s delivery, priced at USD 22.71 per A-share, each with a nominal value of USD 0.01.
Lock-Up Period for New Shares
It’s important to note that all issued shares will have a lock-up period of 40 days starting from their issue date. However, these new shares may be sold outside the United States under Regulation S of the Securities Act of 1933, including exchanges such as Nasdaq Copenhagen, yet they remain unsellable within the U.S. during this time.
Exercise of Restricted Share Units
In addition to the capital raised through the vessel delivery, TORM has also scaled its share capital by 1,646,857 A-shares, resulting from the exercise of a matching number of RSUs. Of these, 1,558,790 shares were subscribed for at DKK 0.07 per A-share, while 88,067 were purchased at DKK 140.2 each. It's important to understand that certain transfer restrictions may apply, especially relating to securities laws in several jurisdictions outside Denmark. Notably, this capital increase occurred without granting pre-emption rights to existing shareholders.
New Share Characteristics
The newly issued shares are ordinary shares with no special rights, which are tradable instruments. Shareholders can expect to receive dividends and other related rights from the issuance date, and these shares are set to be listed on Nasdaq Copenhagen without delay.
Total Share Capital After Increase
Following this capital increase, TORM's total share capital stands at USD 1,003,478.57, consisting of 100,347,855 A-shares at USD 0.01 each, along with one B-share and one C-share also valued at USD 0.01 each. The A-shares come with voting rights, with additional specific voting privileges tied to the B and C shares.
Adjustments for Employees Under Retention Program
Following the exercise of 1,258,790 original RSUs awarded under the 2023 Retention Program, TORM's Board of Directors approved adjustment RSUs for several employees, referred to as Participants. These adjustments will total 840,874 RSUs, structured as restricted stock options, with a minimal strike price. Notably, these adjustment RSUs will not qualify for future dividend reassessments and must be exercised within their designated window.
Additional Grants for Executive Director
The Board of Directors did not overlook the needs of their Executive Director, Jacob Meldgaard. Following the exercise of 300,000 original RSUs from the 2023 Retention Program, he is set to receive 200,406 RSUs, structured similarly to the adjustment RSUs already described.
About TORM
TORM is recognized as a leading player in global refined oil products transportation, showcasing a fleet of quality product tanker vessels. The company has a long-standing commitment to safety, environmental responsibility, and exceptional customer service from its establishment in 1889. TORM's shares are traded on both Nasdaq Copenhagen and Nasdaq New York (ticker: TRMD A and TRMD).
Frequently Asked Questions
What is the purpose of TORM's capital increase?
TORM's capital increase serves to support its growth through the delivery of a new LR2 vessel and to facilitate the exercise of Restricted Share Units.
How many new shares were issued by TORM?
TORM issued a total of 2,395,426 new shares as part of this capital increase.
What is the lock-up period for the newly issued shares?
The newly issued shares have a 40-day lock-up period during which they cannot be resold within the United States but can be traded on Nasdaq Copenhagen.
What rights do the new shares confer?
The new shares provide ordinary rights to dividends and enable shareholders to participate in other company-related activities from the issuance date.
Who benefits from the adjustment RSUs granted by TORM?
Several employees, referred to as Participants, and Executive Director Jacob Meldgaard benefit from the adjustment RSUs, tied to prior RSU grants under the company's retention program.
