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TORM Signs Restructuring Agreement With Its Banks And Time Charter Partners

With this agreement, the Tanker Division has reduced the estimated average time charter-in costs for the first quarter of 2013 from USD/day 18,848 to USD/day 12,141. This is equal to a reduction in costs of -36%. In the same period, the Bulk Division has reduced the average time charter-in costs from USD/day 16,286 to USD/day 13,755. This is equal to -16%.

Expected ownership structure

The outstanding amount that the time charter partners have as a consequence of the amended contractual conditions as well as a fee to the banks are estimated at a total net present value of USD 200 million that will be converted into shares in the Company. The conversion to new share capital will take place in connection with the completion of the restructuring. The future ownership structure is hereafter expected to be as follows:

Shareholders  Expected ownership share
Existing shareholders  10.0%
Certain banks  72.7%
Time charter partners  17.3%
Total 100.0%

The equity allocation between the banks and the time charter-in partners has been separately agreed between them and is part of the Restructuring Agreement.

With the conversion of the consideration of USD 200 million in aggregate and the expected issuance of 655.2 million new shares, the implied subscription price for the new shares will be DKK 1.79 (approximately USD 0.31 per share). The Company will apply to have the new shares admitted to trading and official listing on NASDAQ OMX Copenhagen after the completion of all conditions to the restructuring and following the preparation and publication of a listing prospectus. The new shareholders have not undertaken any lock-up obligations with respect to the Company. However, the new shareholders are responsible for compliance with local securities laws including applicable transfer restrictions under U.S. law and other relevant jurisdictions as well as restrictions for deposit of the new shares in exchange for American Depositary Shares ("ADSs") listed on NASDAQ Capital Market under TORM's ADS program.

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