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):
-- 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.
-- 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.
-- 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.
-- 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.
-- 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.
-- 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.
-- 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.
Contact TORM A/S Tuborg Havnevej 18
Flemming Ipsen, Chairman, tel.: +45 3917 DK-2900 Hellerup, Denmark
9200 Tel.: +45 3917 9200 / Fax: +45
Jacob Meldgaard, CEO, tel.: +45 3917 9200 3917 9393
Mads Peter Zacho, CFO, tel.: +45 3917 9200 www.torm.com
Christian Søgaard-Christensen, IR, tel.: +45
3076 1288
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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.
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