TORM plc | CIK:0001655891 | 3

  • Filed: 4/9/2018
  • Entity registrant name: TORM plc (CIK: 0001655891)
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  • SEC filing page: http://www.sec.gov/Archives/edgar/data/1655891/000091957418002899/0000919574-18-002899-index.htm
  • XBRL Instance: http://www.sec.gov/Archives/edgar/data/1655891/000091957418002899/trmd-20171231.xml
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  • ifrs-full:DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory

    NOTE 13 – COMMON SHARES & TREASURY SHARES      
           
    Common shares 2017 2016 2015
      Number of shares Number of shares Number of shares
    A-shares 62,298,846 62,298,846 63,836,249
    B-shares 1 1 1
    C-shares 1 1 1
    Total 62,298,848 62,298,848 63,836,251

    For accounting purposes due to the Corporate Reorganization, the common shares have been adjusted retrospectively to reflect the issued capital and common shares of TORM plc amounting to USD 0.4m as per 1 January 2015.

    The A-shares are listed on NASDAQ Copenhagen and NASDAQ in New York and are publicly available for trading. Each A-share carries one vote at the Annual General Meeting and gives the shareholder right to dividends, liquidation proceeds or other distributions. The A-shares carry no other rights or obligations.

    The B-share has one vote at the general meeting, has no pre-emption rights in relation to any issue of new shares of other classes and carries no right to receive dividends, liquidation proceeds or other distributions from TORM. The holder of the B-share has the right to elect one member to the Board of Directors (being the Deputy Chairman), up to three alternates as well as one Board Observer. The B-share cannot be transferred or pledged, except for a transfer to a replacement trustee.

    The C-share represents 350,000,000 votes at the general meeting in respect of certain Specified Matters, including election of members to the Board of Directors (including the Chairman but excluding the Deputy Chairman) and certain amendments to the Articles of Association proposed by the Board of Directors. The C-share has no pre-emption rights in relation to any issue of new shares of other classes and carries no right to receive dividends, liquidation proceeds or other distributions from TORM. The C-share cannot be transferred or pledged, except to an affiliate of Njord Luxco.

    The B-share and the C-share are redeemable by TORM in the event that (i) TORM has received written notification from Njord Luxco (or its affiliates) that Njord Luxco and its affiliates (as defined in the Articles of Association) hold less than 1/3 in aggregate of TORM's issued and outstanding shares, (ii) five business days have elapsed from the Board of Directors' receipt of such written notice either without any Board member disputing such notice or with at least 2/3 of the Board members confirming such notice and (iii) both of the B-share and the C-share are redeemed at the same time.

    Issued warrants

    Key management participates in an LTIP program, which gives the right to buy TORM shares at a predefined share price. Please refer to Note 4.

    Treasury shares 2017 2016 2015
    Number of shares ('000)      
    Balance as of 1 January 312.9 15.3 -
    Additions - 312.9 15.3
    Cancellations - -15.3 -
    Disposals - - -
    Balance as of 31 December 312.9 312.9 15.3
           
    Nominal value USDm      
    Balance as of 1 January - - -
    Additions - - -
    Cancellations - - -
    Disposals - - -
    Balance as of 31 December - - -
           
    % of share capital      
    Balance as of 1 January 0.5 0.2 -
    Additions - 0.5 0.2
    Cancellations - -0.2 -
    Disposals - - -
    Balance as of 31 December 0.5 0.5 0.2

    The total consideration for the treasury shares was USD 0.0m (2016: 2.9m and 2015: USD 0.2m). At 31 December 2016, the Company's holding of treasury shares represented 312,871 shares (2016: 312,871 shares and 2015: 15,319 shares) of USD 0.01 each at a total nominal value of USD 0.0m (2016: USD 0.0m and 2015: USD 0.0m) and a market value of USD 2.7m (2016: USD 2.8m 2015: USD 0.2m).