TORM A/S Announces the Termination of Its ADR Program and Plans to De-List
From the NASDAQ Capital Markets US
COPENHAGEN, Denmark, June 19, 2013 (GLOBE NEWSWIRE) -- TORM A/S (Nasdaq:TRMD)
(the "Company") announced today that it has commenced the process to (i)
terminate its American Depository Receipt ("ADR") program, which is governed
by the Deposit Agreement between the Company and Deutsche Bank Trust Company
Americas (the "Depositary") dated as of May 8, 2013, as amended (the "Deposit
Agreement"), and (ii) delist its American Depositary Shares ("ADSs"),
evidenced by American Depositary Receipts ("ADRs"), from the NASDAQ Capital
Market, which was authorized by the Company's shareholders at the Company's
2013 Annual General Meeting that was held on April 11, 2013.
The Board of Directors has determined that termination of the Company's ADR
program, delisting its securities from NASDAQ, USA and deregistering its
securities under the Securities Exchange Act is in the interest of the Company
due to the limited size of the ADR program and the costs involved with a
listing on NASDAQ and the reporting and filing obligations under the U.S.
Securities Exchange Act.
Pursuant to the terms and conditions of the Deposit Agreement, the Company
mailed today the 30-day notice of termination ("Notice of Termination") of the
Deposit Agreement to the registered holders of the Company's ADRs. The
termination of the Deposit Agreement is expected to be effective on or about
July 19, 2013.
At any time prior to October 17, 2013 (that is, up to 90-days following the
termination of the Deposit Agreement), ADR holders may surrender their ADRs to
the Depositary in exchange for the underlying common shares of the Company,
which trade on the NASDAQ OMX Copenhagen under the symbol "TORM". Holders that
do not surrender their ADRs prior to October 17, 2013 may receive cash. As
soon as practicable on or after that date, the Depositary will sell the
ordinary shares underlying any ADRs that have not been surrendered.The
Depositary shall thereafter hold un-invested the net proceeds of any such
sale, for the pro-rata benefit of the holders of any such outstanding ADRs.
The Company plans to file a Form 25 with the U.S. Securities and Exchange
Commission on or about July 9, 2013 to delist its ADRs from the NASDAQ Capital
Market. Trading of the Company's ADRs on the NASDAQ Capital Market is expected
to cease as of the close of business on or about July 19, 2013.
Summary of important dates (all dates are subject to changes)
June 19, 2013 Notice of Termination mailed to ADR holders
July 19, 2013 Deposit Agreement Terminates
July 19, 2013 Trading of ADSs on NASDAQ Capital Market Ceases
At any time prior to October 17, 2013, holders may surrender
October 17, 2013 their ADRs to the Depositary in exchange for the underlying
common shares of the Company, which trade on the NASDAQ OMX
Copenhagen under the symbol "TORM"
Copies of the Notice of Termination, the Depositary Agreement and other
information relating to the termination of the Company's ADR program and
delisting from the NASDAQ Capital Market may be found on the Company's website
Safe Harbor – Forward Looking Statements
Matters discussed in this press 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 include statements concerning plans, objectives,
goals, strategies, future events or performance, and underlying assumptions
and other statements, which are 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. Forward-looking statements in this press
release 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 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
conclusion of definitive waiver documents with our lenders, the strength of
the world economy and currencies, changes in charter hire rates and vessel
values, changes in demand for "tonne 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 the Company'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
and political events or acts by terrorists.
Risks and uncertainties are further described in reports filed by the Company
with the US Securities and Exchange Commission, including the Company's Annual
Report on Form 20-F and its reports on Form 6-K. Forward-looking statements
are based on management's current expectations, and the Company is under no
obligation to update or change the listed expectations unless required by
11-2013 - TORM - Termination notice for listing on NASDAQ Capital Markets
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