TORM A/S (“TORM”) (Ticker TRMD) currently has a sponsored Level II American Depositary Receipt (ADR) program with Deutsche Bank Trust Company Americas (the “Depositary Bank”).
TORM announced on 19 June 2013 its intention to delist from NASDAQ Capital Market and deregister its U.S. reporting obligations under the Securities and Exchange Act of 1934, as amended. The Company has also made the decision to terminate its ADR Program effective 19 July 2013.
Structure: Level II ADR
Ratio (ADR:ORD) : 1 ADSs : 10 ORD
DR ISIN: US8910722094
How many ordinary shares does each American Depository Shares (ADSs) represent?
Every TORM ADS represents ten TORM ordinary share. The ratio of ADSs to shares is 1:10.
What is the rationale for delisting?
The Board of Directors has determined that termination of the Company’s ADR program, delisting its securities from NASDAQ Capital Market, 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 Capital Market and the reporting and filing obligations under the U.S. Securities Exchange Act.
Have the shareholders approved the delisting?
The Board of Directors was authorized to initiate a delisting of the ADR program by the Company’s shareholders at the Company’s 2013 Annual General Meeting that was held on 11 April 2013.
When will delisting from the NASDAQ Capital Market occur?
The Company has announced that delisting from the NASDAQ Capital Market is likely to be effective as of the close of business on July 19, 2013.
What is the difference between a Registered ADR holder and a Beneficial ADR holder?
A registered holder is one whose name appears on the books of the Depositary Bank. The registered holder is considered the owner of record. A beneficial holder is one whose holdings are registered in a name other than their own, such as in the name of a broker, bank or nominee.
What actions may be taken by ADR holders?
Termination Notice Period
During the 30 day period after providing notice of termination of the ADR program (that is, from 19 June 2013 until 19 July 2013), ADSs may be issued and cancelled with no limitations and may be purchased and sold on the NASDAQ Capital Market. If you wish to have ADS issued to you or to cancel and convert your ADSs into ordinary shares, this must be done through the Depositary Bank. Beneficial holders should instruct their broker to contact the Depositary Bank with instructions to cancel your TORM ADSs. Registered holders should contact the Depositary Bank directly. In order to fulfill the cancellation you must be able to make delivery of the ordinary shares to a Danish account. The contact number for Deutsche Bank broker services desk are +1 212 250 9100 or +44 207 547 6500.
Termination Cancellation Period
During the 90 day period after the date of the termination of the ADR program (that is, from 19 July 2013 until 19 October 2013), ADSs may only be cancelled in exchange for underlying ordinary shares. No trading will be available on or through NASDAQ Capital Market after 19 July 2013. Converting ADSs into ordinary shares must be done through the Depositary Bank. Beneficial holders should instruct their broker to contact the depositary bank with instructions to cancel your TORM ADSs. Registered holders should contact the Depositary Bank directly. In order to fulfill the cancellation you must be able to make delivery of the ordinary shares to a Danish account. The contact number for Deutsche Bank broker services desk are +1 212 250 9100 or +44 207 547 6500.
Post-Termination Cancellation Period
Following the 90 day period after the termination of the ADR program, the Depositary Bank will sell the TORM shares underlying the outstanding ADSs. Upon the completion of such share sales, each ADS will thereafter represent the right to receive a portion of the net cash proceeds from such sales in US Dollars.
If I do not cancel my TORM ADSs during the Post Termination Cancellation period, how will I receive the net cash proceeds from the sale of the ordinary shares?
After the Depositary Bank successfully sells the ordinary shares backing outstanding TORM ADS, it will establish a USD rate per TORM ADS, net any fees and expenses of the Depositary Bank, and a mandatory exchange for cash date and notify holders directly or through their banks and brokers. The Exchange Agent for this event will be American Stock Transfer.
Deutsche Bank Shareholder Services
American Stock Transfer & Trust Company
6201 15th Avenue
Brooklyn, NY 11219
Toll-free number: (866) 937-5449
Direct Dial: (718) 921-8124
This Question and Answer is a summary and not intended to be comprehensive. If you have additional questions, please refer to the Deposit Agreement, as amended, the other materials that you have received in connection with the termination of TORM’s ADR Program and TORM’s reports and other documents that have been furnished or filed with the U.S. Securities Exchange Commission, which are available at www.sec.gov. In addition, you are advised to contact your broker or the Depository broker services desk. The contact number for Deutsche Bank broker services desk are +1 212 250 9100 or +44 207 547 6500.