[6-K] TORM plc Current Report (Foreign Issuer)

Rhea-AI Filing Summary

TORM plc said on September 9, 2025 that following a September 3, 2025 announcement about Hafnia Limited potentially acquiring shares held by Oaktree Capital Management, L.P., the UK Panel on Takeovers and Mergers has determined the company is not subject to the UK City Code on Takeovers and Mergers because the Panel does not regard TORM's central management and control as being in the UK, the Channel Islands or the Isle of Man. The company nevertheless remains subject to Chapter 8 of the Danish Consolidated Act No. 652 on capital markets and the Danish Executive Order No. 614 on takeover bids. The press release is incorporated by reference into TORM's Form F-3 registration statement.

Positive

• Jurisdictional clarity provided by the Panel reduces procedural uncertainty around takeover rules
• Disclosure incorporated into the company's Form F-3 enhances regulatory transparency

Negative

• Potential acquisition by Hafnia of shares held by Oaktree remains unresolved and may trigger a takeover process under Danish law

Insights

Corporate Governance Counsel

TL;DR: The UK Panel ruled TORM's central management is outside the UK, so the City Code does not apply; Danish takeover rules still govern.

The company confirmed the Panel's position that TORM is not subject to the UK City Code on Takeovers and Mergers because its place of central management and control is not in the UK, the Channel Islands, or the Isle of Man. This is a jurisdictional determination tied to corporate governance and control location, not a comment on any bidder's intentions.

The company remains bound by Chapter 8 of Danish Consolidated Act No. 652 and the Danish Executive Order No. 614, so any takeover process will proceed under Danish statutory takeover rules rather than the UK Code. For investors, the applicable legal regime determines procedural requirements, notification timing, and bidder obligations disclosed in the source.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2025

Commission File Number 001-38294

TORM plc

4th Floor, 120 Cannon Street, London, EC4N 6AS, United Kingdom

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [X]       Form 40-F [  ]

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached to this Report on Form 6-K as Exhibit 99.1 is a copy of the press release of TORM plc (the “Company”), dated September 9, 2025, with reference to the September 3, 2025 announcement regarding Hafnia Limited’s potential acquisition of Company shares held by Oaktree Capital Management, L.P. and its affiliates, clarifying that the Company, upon request from and following discussions with the UK’s Panel on Takeovers and Mergers, is not subject to the City Code on Takeovers and Mergers on the basis that the Company’s place of central management and control is not considered by the UK Panel to be in the United Kingdom, the Channel Islands or the Isle of Man. However, the Company continues to be subject to the rules in Chapter 8 of the Danish Consolidated Act No. 652 on capital markets and the Danish Executive Order No. 614 on takeover bids.

The information contained in Exhibit 99.1 to this Report on Form 6-K is hereby incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-283943) that was filed with the U.S. Securities and Exchange Commission effective December 19, 2024.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TORM PLC
Dated: September 9, 2025
	By:	/s/ Jacob Meldgaard
		Jacob Meldgaard
		Executive Director and Principal Executive Officer

FAQ

What did TORM (TRMD) announce regarding takeover rules?

TORM stated the UK Panel determined it is not subject to the UK City Code on Takeovers and Mergers; however, it remains subject to Danish takeover rules (Chapter 8 of Act No. 652 and Executive Order No. 614).

Why did the UK Panel say the City Code does not apply to TORM?

The Panel concluded the company's place of central management and control is not in the UK, the Channel Islands, or the Isle of Man, so the City Code does not apply according to the press release.

What transaction prompted this clarification from TORM?

The clarification refers to a September 3, 2025 announcement about Hafnia Limited potentially acquiring shares held by Oaktree Capital Management, L.P..

Does this mean a takeover cannot happen?

No. The company remains subject to Danish takeover legislation, so any takeover would be handled under those rules rather than the UK City Code.

Where is this press release filed for investors to review?

The press release (Exhibit 99.1) is incorporated by reference into TORM's Form F-3 registration statement (File No. 333-283943).