COPENHAGEN, Denmark, June 19, 2013 (GLOBE NEWSWIRE) — TORM A/S (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
October 17, 2013 At any time prior to October 17, 2013, 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”
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 at www.torm.com/investor-relations/ADR.