Announcement from TORM

Rhea-AI Summary

TORM plc (NASDAQ: TRMD) announced that Hafnia Limited will acquire approximately 14.1 million A shares (14.45% of TORM's issued share capital) from Oaktree Capital Management. The transaction is valued at USD 22 per share, totaling USD 311.4 million.

The share purchase completion is subject to several conditions, including regulatory approvals, satisfaction of certain covenants, and the appointment of a new independent board chairman. TORM clarified that it was not involved in the transaction and has no additional information at this time.

Positive

• Significant transaction value of USD 311.4 million indicates strong market valuation
• Strategic investment by Hafnia Limited could lead to potential synergies in the shipping sector
• Premium price of USD 22 per share demonstrates investor confidence

Negative

• Change in major shareholder structure could lead to strategic uncertainty
• Pending regulatory approvals and conditions create execution risk
• Required change in board leadership might affect corporate governance continuity

HELLERUP, Denmark, Sept. 3, 2025 /PRNewswire/ -- TORM plc ("TORM") (NASDAQ: TRMD) (NASDAQ: TRMD A) has today been informed of the announcement (the Announcement) by Hafnia Limited ("Hafnia"), confirming that Oaktree Capital Management, L.P. and its affiliates have accepted, subject to entering into a definitive agreement, to sell to Hafnia approximately 14.1 million A shares in TORM, representing approximately 14.45% of TORM's issued share capital (the Share Purchase). The A shares are priced at USD 22 per share for a total purchase price of USD 311,433,342.

The Announcement notes that completion of the Share Purchase is subject to entry into a definitive agreement and the fulfilment of customary conditions precedent, including among others, obtaining any required regulatory clearances and approvals, the satisfaction of certain covenants and the appointment of a new independent board chairman of TORM.

TORM has not been involved in the transaction and has no further information.

An additional announcement will be made if and when appropriate.

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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19-2025 Announcement from TORM

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SOURCE Torm PLC

FAQ

What is the size of Hafnia's share purchase in TORM (TRMD)?

Hafnia is purchasing approximately 14.1 million A shares, representing 14.45% of TORM's issued share capital from Oaktree Capital Management.

How much is Hafnia paying per TORM (TRMD) share in the transaction?

Hafnia is paying USD 22 per share, with a total transaction value of USD 311.4 million.

What are the conditions for completing the TORM (TRMD) share purchase?

The completion requires entering into a definitive agreement, obtaining required regulatory clearances, satisfying certain covenants, and appointing a new independent board chairman.

Who is selling their stake in TORM (TRMD)?

Oaktree Capital Management, L.P. and its affiliates are selling their approximately 14.45% stake in TORM to Hafnia Limited.

What is TORM's (TRMD) involvement in the share purchase transaction?

TORM stated it has not been involved in the transaction and has no further information beyond the announcement.