TORM plc announces Capital Reduction and Cancellation of Treasury Shares

Rhea-AI Summary

TORM plc (TRMD) has announced the completion of two significant corporate actions following approval from the High Court of Justice in England and Wales. The company executed a USD 180 million capital reduction from its share premium account and cancelled 493,371 A-shares previously held as Treasury Shares. Following these actions, TORM's share capital now stands at USD 979,411.95, consisting of 97,941,193 A-shares, one B-share, and one C-share, all with a nominal value of USD 0.01 each. The capital reduction does not involve any distribution or payment of capital and does not change the nominal value of shares. These corporate actions were previously approved by shareholders at the Annual General Meeting held on April 16, 2025.

Positive

• Capital reduction of USD 180 million streamlines the company's capital structure
• Cancellation of treasury shares improves share capital efficiency
• Corporate actions received both shareholder and court approval, demonstrating good governance

Negative

• None.

Insights

Maritime Financial Analyst

TORM reduced its share premium by $180M and canceled 493,371 treasury shares, impacting its capital structure without distributing capital.

TORM has executed two significant capital structure changes that warrant attention: a $180 million reduction in its share premium account and the cancellation of 493,371 treasury A-shares. Both actions have now received final court approval and are officially effective.

The share premium reduction represents a balance sheet reclassification rather than a distribution to shareholders. The company explicitly states this "does not involve any distribution or payment of capital" and doesn't change the nominal value of shares. This essentially moves capital from the share premium account (where it's more restricted) to retained earnings, where it offers greater flexibility for future dividend payments or other corporate actions.

Post-cancellation, TORM's share capital now stands at $979,411.95, consisting of 97,941,193 A-shares with equivalent voting rights, plus one B-share and one C-share with special voting privileges. The treasury share cancellation is a technically positive development, as it eliminates shares not earning returns and slightly increases each remaining shareholder's proportional ownership.

For context, TORM operates in the product tanker market, transporting refined oil products globally. This capital structure optimization reflects standard corporate housekeeping rather than a response to operational challenges. The company likely sought these changes to enhance its financial flexibility while streamlining its capital structure, without immediately altering its operational capabilities or cash position.

HELLERUP, Denmark, May 22, 2025 /PRNewswire/ -- TORM plc (Nasdaq: TRMD) (Nasdaq: TRMD A) (the Company) is pleased to announce that pursuant to an order issued by the High Court of Justice in England and Wales (the Court) dated 13 May 2025 confirming the reduction of the share premium account of TORM plc in the sum of USD180m (the Capital Reduction) (the Order), the Order and a statement of capital approved by the Court were duly registered by the Registrar of Companies on 15 May 2025. As part of the Order, the Court also approved the cancellation of 493,371 A-shares previously held as Treasury Shares (the Cancellation). Accordingly, following the registration of the Order at the Registrar of Companies, the Capital Reduction and the Cancellation have now become effective. 

Details of the Capital Reduction and the Cancellation were set out in the circular containing notice of the Company's Annual General Meeting held on 16 April 2025 (the AGM) and the Capital Reduction and the Cancellation were approved by shareholders of the Company at the AGM. The Capital Reduction does not involve any distribution or payment of capital by the Company or any change in the nominal value of the Company's shares.

As a result of the Cancellation, TORM's share capital now amounts to USD 979,411.95 divided into 97,941,193 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 97,941,193 votes are attached to the A-shares. The B-share and the C-share have specific voting rights.

Contact
Mikael Bo Larsen, Head of Investor Relations
Tel.: +45 5143 8002

About TORM
TORM is one of the world's leading carriers of refined oil products. TORM operates a fleet of 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 Statement as to the Future
Matters discussed in this release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. 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 other statements, which are 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. Words such as, but not limited to, "expects," "anticipates," "intends," "plans," "believes," "estimates," "targets," "projects," "forecasts," "potential," "continue," "possible," "likely," "may," "could," "should" and similar expressions or phrases may identify forward-looking statements.

The forward-looking statements in this release are based upon various assumptions, many of which are, in turn, based 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 that 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, but are not limited to, our future operating or financial results; changes in governmental rules and regulations or actions taken by regulatory authorities; inflationary pressure and central bank policies intended to combat overall inflation and rising interest rates and foreign exchange rates; general domestic and international political conditions or events, including "trade wars" and the war between Russia and Ukraine, the developments in the Middle East, including the war in Israel and the Gaza Strip, and the conflict regarding the Houthis' attacks in the Red Sea; international sanctions against Russian oil and oil products; changes in economic and competitive conditions affecting our business, including market fluctuations in charter rates and charterers' abilities to perform under existing time charters; changes in the supply and demand for vessels comparable to ours and the number of newbuildings under construction; the highly cyclical nature of the industry that we operate in; the loss of a large customer or significant business relationship; changes in worldwide oil production and consumption and storage; risks associated with any future vessel construction; our expectations regarding the availability of vessel acquisitions and our ability to complete acquisition transactions planned; availability of skilled crew members other employees and the related labor costs; work stoppages or other labor disruptions by our employees or the employees of other companies in related industries;  effects of new products and new technology in our industry;  new environmental regulations and restrictions; the impact of an interruption in or failure of our information technology and communications systems, including the impact of cyber-attacks, upon our ability to operate; potential conflicts of interest involving members of our Board of Directors and Senior Management; the failure of counterparties to fully perform their contracts with us; changes in credit risk with respect to our counterparties on contracts; adequacy of insurance coverage; our ability to obtain indemnities from customers; changes in laws, treaties or regulations; our incorporation under the laws of England and Wales and the different rights to relief that may be available compared to other countries, including the United States; government requisition of our vessels during a period of war or emergency; the arrest of our vessels by maritime claimants; any further changes in U.S. trade policy that could trigger retaliatory actions by the affected countries; the impact of the U.S. presidential and congressional election results affecting the economy, future government laws and regulations and trade policy matters, such as the imposition of tariffs and other import restrictions; potential disruption of shipping routes due to accidents, climate-related incidents, adverse weather and natural disasters, environmental factors, political events, public health threats, acts by terrorists or acts of piracy on ocean-going vessels; damage to storage and receiving facilities; potential liability from future litigation and potential costs due to environmental damage and vessel collisions; and the length and number of off-hire periods and dependence on third-party managers.

In the 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. These forward-looking statements are not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the forward-looking statements.

Except to the extent required by applicable law or regulation, the Company undertakes no obligation to release publicly any revisions or updates to these forward-looking statements to reflect 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 the Company 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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16-2025 - TORM plc announces Capital Reduction and Cancellation of Treasury Shares

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SOURCE Torm PLC

FAQ

What is the impact of TORM's USD 180M capital reduction on shareholders?

The capital reduction has no direct impact on shareholders as it does not involve any distribution or payment of capital, nor does it change the nominal value of the company's shares.

How many shares does TORM (TRMD) have outstanding after the treasury share cancellation?

After the cancellation, TORM has 97,941,193 A-shares, one B-share, and one C-share, with a total share capital of USD 979,411.95.

What was the purpose of TORM's treasury share cancellation in May 2025?

The cancellation of 493,371 treasury A-shares was part of TORM's corporate action to optimize its capital structure and improve share capital efficiency.

When did TORM shareholders approve the capital reduction and share cancellation?

The capital reduction and share cancellation were approved by shareholders at TORM's Annual General Meeting held on April 16, 2025.