• ISIN: DK0060082915
  • Land: .

Nachricht vom 22.04.2012 | 23:27

Proposed capital decrease of TORM A/S at the annual general meeting on 23 April 2012


22.04.2012 23:27

Dissemination of a Adhoc News, transmitted by DGAP - a company of
EquityStory AG.
The issuer is solely responsible for the content of this announcement.


Further to company announcement no. 13 dated 30 March 2012 regarding the annual
general meeting of TORM A/S to be held on Monday 23 April 2012, reference is
made to proposal 6.c. set out in the agenda for the annual general meeting
relating to a decrease of the share capital of the Company by transfer to a
special reserve fund. 

 The Board of Directors has put forward a number of decisions to the annual
general meeting that are motivated by the need to create flexibility and
facilitate an equity issue amongst other initiatives as part of the Company's
plan for a long-term, comprehensive financing solution. Pursuant to Danish
corporate law, the Company may not issue new shares below nominal value. Given
the current financial situation of the Company, a significant capital decrease
is required to allow for an equity issue as contemplated under the agreement in
principle as described in announcement no. 14 dated 4 April 2012 with the banks
of the Coordination Committee and the Company's major time charter partners
regarding a long-term financing solution. 

 The Board of Directors therefore proposes that the nominal amount per share
(denomination) is decreased from nominal DKK 5.00 to nominal DKK 0.01,
resulting in a decrease of the share capital of the Company from nominally DKK
364,000,000 to nominally DKK 728,000 (corresponding to 0.2% percent of the
nominal share capital) by transfer of the reduction amount to a special reserve
fund in accordance with Section 188(1)(3) of the Danish Companies Act. 

 Proposal 6.c. on the agenda is accordingly as follows:

 Decision to decrease the share capital of the Company by transfer to a special
reserve fund. 

The Board of Directors proposes that the share capital of the Company is
decreased by an amount of nominally DKK 363,272,000 (corresponding to 99.8% per
cent of the nominal share capital) from nominally DKK 364,000,000 by decreasing
the nominal amount per share (denomination) from DKK 5.00 to DKK 0.01 by
transfer of the reduction amount to a special reserve fund in accordance with
Section 188(1)(3) of the Danish Companies Act. 

The transfer to the special reserve fund shall be in an amount of DKK
363,272,000 and the capital decrease hence occurs by rate 100, i.e. equalling
the decreased nominal amount. Subsequent to the decrease, the share capital of
the Company will amount to nominally DKK 728,000 and the nominal value of each
share will be DKK 0,01. 

Adoption of the proposal implies that Article 2.1 of the Articles of
Association is amended to read as follows: 

'The Company's share capital is DKK 728,000 divided into shares of DKK 0.01
each or any multiple thereof.' and that Article 8.3 of the Articles of
Association is amended to 'Each share of DKK 0.01 carries one vote'. 

The proposal is motivated by the need to create flexibility for a potential
equity issue as part of the Company's plan for a long-term, comprehensive
financing solution. 

Adoption of proposal 6.c. continues to be subject to at least two-thirds of the
votes cast as well as of the share capital represented at the annual general
meeting voting in favour of the proposal, cf. Section 106(1) of the Danish
Companies Act. 

Contact TORM A/S                                              Tuborg Havnevej 18
Jacob Meldgaard, CEO, tel.: +45 3917 9200                     DK-2900 Hellerup, 
Roland M. Andersen, CFO, tel.: +45 3917 9200                   Denmark          
C. Søgaard-Christensen, IR, tel.: +45 3076 1288               Tel.: +45 3917    
                                                               9200 / Fax: +45  
                                                               3917 9393        
About TORM                                                                      
TORM is one of the world's leading carriers of refined oil products as well as a
 significant player in the dry bulk market. The Company runs a fleet of         
 approximately 140 modern vessels in cooperation with other respected shipping  
 companies sharing TORM's 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 OMX   
 Copenhagen (ticker: TORM) and on NASDAQ in New York (ticker: TRMD). For further
 information, please visit                                        
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      
 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 
 TORM 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, TORM 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 
 conclusion of definitive waiver documents with our lenders, the strength of the
 world economy and currencies, changes in charter hire rates and vessel values, 
 changes in demand for 'tonne 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 and political events  
 or acts by terrorists.                                                         
Risks and uncertainties are further described in reports filed by TORM with the 
 US Securities and Exchange Commission, including the TORM Annual Report on Form
 20-F and its reports on Form 6-K.                                              
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.
News Source: NASDAQ OMX

22.04.2012 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at and

Language:     English
Company:      TORM A/S
ISIN:         DK0060082915
End of Announcement                             DGAP News-Service

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