In connection with completion of the restructuring, the Board of Directors intends to implement the Annual General Meeting's decision to decrease the share capital of the Company by decreasing the nominal amount per share (denomination) from DKK 5.00 to DKK 0.01.
As part of the restructuring, TORM will make substantial changes to the internal legal group structure of the Company to align it with the individual loan facilities. This involves transfer of vessels to separate legal entities in Denmark and Singapore. All legal entities will ultimately be owned by TORM A/S.
At a later stage, TORM will convene an Extraordinary General Meeting with the purpose of i) adopting changes to the Articles of Association, including certain minority protection rights pursuant to which the Company cannot issue shares against conversion of debt or issue shares without pre-emptive rights for existing shareholders without the consent of shareholders representing at least 90% of the share capital and voting rights at the general meeting, as well as ii) electing new Board members.
Outlook 2012TORM has until now not provided financial guidance for 2012 given the considerable uncertainty about TORM's situation and the potential changes to the Company's business model that may have followed from the restructuring. Assuming completion of the restructuring and a continuation of the current freight rate levels, TORM forecasts a loss before tax of USD 350-380 million for the financial year 2012 excluding accounting effects from the execution of the restructuring, further vessel sales and potential impairment charges. The guidance includes special items of USD -107 million derived from impairment losses of USD 42 million related to FR8 and USD 65 million in restructuring costs - primarily fees to advisors of the Company's creditors and TORM. The accounting effects of the restructuring will be described in the listing prospectus. TORM forecasts to draw down approximately USD 50 million on the new working capital facility upon completion. The Company expects to comply with the minimum liquidity covenant of USD 50 million by end of 2012.