With reference to announcement no. 19 dated 13 July 2015 regarding TORM A/S’ completion of the restructuring of the Company and its increases of share capital, TORM A/S hereby announces the receipt of the following notifications pursuant to Section 29 of the Danish Securities Trading Act (værdipapirhandelsloven):
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On 13 July 2015 OCM Njord Holdings S.à r.l. subscribed for 59,354,374,554 A shares in TORM A/S of a nominal value of DKK 0.01 in TORM A/S and thus holds shares in TORM A/S corresponding to 61.99% of the total share capital and 61.99% of the voting rights of TORM A/S excluding the C share voting rights set out in articles 9.4 and 9.5 of TORM A/S' articles of association. In addition to the A shares, OCM Njord Holdings S.à r.l. as of today holds the C share of nominally DKK 0.01 which carries 525,000,000,000 votes in respect of certain matters as set out in articles 9.4 and 9.5 of TORM A/S' articles of association. OCM Njord Holdings S.à r.l. holds 100% of the C share capital and 100% of the voting rights attached to the C share. OCM Njord Holdings S.à r.l. is a wholly owned subsidiary of the following entities owned by funds managed by Oaktree Capital Management L.P.: OCM Luxembourg OPPS VIIIB S.à r.l., OCM Luxembourg OPPS XI S.à r.l. and OCM Luxembourg OPPS IX (Parallel 2) S.à r.l.
As a consequence of the above, OCM Njord Holdings S.à r.l. has as of today obtained a controlling influence over TORM. OCM Njord Holdings S.à r.l. has on 29 June 2015 received an advance confirmation by the Danish Financial Supervisory Authority (the "Danish FSA") stating that OCM Njord Holdings S.à r.l. may expect to obtain an exemption from the obligation to submit a mandatory tender offer pursuant to section 31(1) of the Danish Securities Trading Act, cf. section 31(8) of the Danish Securities Trading Act. OCM Njord Holdings S.à r.l. has today submitted the application for such exemption to the Danish FSA.
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On 13 July 2015, DW Partners, LP has informed TORM A/S, that DW Catalyst Master Fund Ltd. holds 4,806,920,224 A shares in TORM A/S of a nominal value of DKK 0.01 each and DW Value Master Fund, Ltd. holds 1,285,548,206 A shares in TORM A/S of a nominal value of DKK 0.01 each, totalling 6,092,468,430 A shares corresponding to 6.36% of the total share capital and 6.36% of the voting rights attached to the A shares of TORM A/S. The voting rights attached to the shares, corresponding to 6.36% of the voting rights attached to the A shares in TORM A/S, are exercised by the DW Partners, LP as investment manager.
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On 13 July 2015, The Goldman Sachs Group, Inc. has informed TORM A/S, that The Goldman Sachs Group, Inc. through its subsidiary Goldman Sachs International holds 5,912,204,948 A shares in TORM A/S of a nominal value of DKK 0.01 each corresponding to 6.17% of the total share capital and 6.17% of the voting rights attached to the A shares of TORM A/S.
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On 13 July 2015, HSH Norbank AG has notified TORM A/S, that as a consequence of the capital increases in TORM A/S, HSH Nordbank AG as of today holds less than 5% of the total outstanding shares and voting rights in TORM A/S. HSH Nordbank AG holds 1,076,773,792 A shares of a nominal value of DKK 0.01 each in the TORM A/S. HSH Nordbank AG is owned 65 % by HSH Finanzfonds AöR, which is jointly owned by Freien und Hansestadt Hamburg and Land Schleswig Holstein with 50 % each. In addition Freien und Hansestadt Hamburg holds 10.8 % of the shares in HSH Nordbank AG and Land Schleswig Holstein holds 9.58 % of the shares in HSH Nordbank AG. As an additional consequence of the capital increases both HSH Finanzfonds AöR, Freien und Hansestadt Hamburg and Land Schleswig Holstein now have an indirect economical interest in TORM A/S below 5 % of the outstanding shares and voting rights attached to the A shares in TORM A/S.
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On 13 July 2015, DBS Bank Ltd. has notified TORM A/S, that as a consequence of the capital increases in TORM A/S, DBS Bank Ltd. now holds less than 5% of the total outstanding shares and voting rights attached to the A shares in TORM A/S. DBS Bank Ltd. holds 324,892,062 A shares of a nominal value of DKK 0.01 each in TORM A/S.
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On 13 July 2015, Nordea Bank Danmark A/S has notified TORM A/S, that as a consequence of the capital increases in TORM A/S, Nordea Bank Danmark A/S holds less than 5% of the total outstanding shares and voting rights attached to the A shares in TORM A/S. Nordea Bank Danmark A/S holds 74,349,936 A shares of a nominal value of DKK 0.01 each in TORM A/S.
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On 13 July 2015, Deutsche Bank Aktiengesellschaft has notified TORM A/S, that as a consequence of the capital increases in TORM A/S, Deutsche Bank Aktiengesellschaft holds less than 5% of the total outstanding shares and voting rights attached to the A shares in TORM A/S.
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Contact TORM A/S
Flemming Ipsen, Chairman, tel.: +45 3917 9200
Jacob Meldgaard, CEO, tel.: +45 3917 9200
Mads Peter Zacho, CFO, tel.: +45 3917 9200
Christian Søgaard-Christensen, IR, tel.: +45 3076 1288 |
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Tuborg Havnevej 18
DK-2900 Hellerup, Denmark
Tel.: +45 3917 9200 / Fax: +45 3917 9393
www.torm.com |
About TORM
TORM is one of the world’s leading carriers of refined oil products as well as a player in the dry bulk market. 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 and is headquartered in Copenhagen, Denmark. TORM’s shares are listed on Nasdaq Copenhagen (ticker: TORM A). 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. 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 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. The words “believe,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect,” “pending” and similar expressions identify forward-looking statements.
The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, 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 which 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 the strength of the world economy and currencies, changes in charter hire rates and vessel values, changes in demand for “ton miles” of oil carried by oil tankers, the effect of changes in OPEC’s petroleum production levels and worldwide oil consumption and storage, changes in demand that may affect attitudes of time charterers to scheduled and unscheduled dry-docking, changes in TORM’s operating expenses, including bunker prices, dry-docking and insurance costs, changes in the regulation of shipping operations, including requirements for double hull tankers or actions taken by regulatory authorities, potential liability from pending or future litigation, domestic and international political conditions, potential disruption of shipping routes due to accidents, political events or acts by terrorists.
Forward-looking statements are based on management’s current evaluation, and TORM is only under an obligation to update and change the listed expectations to the extent required by law. |
