Copenhagen-based Torm AS is looking at moving its headquarters to the UK as part of a corporate reorganisation programme, which could aid its plans to list on the New York Stock Exchange (NYSE).
The reorganisation aims “to improve the marketability of the Torm Group, to attract a broader and more diversified international investor base and to facilitate a possible dual listing in the US”, Torm said today.
OCM Njord Holdings, the company’s majority shareholder, has incorporated a wholly owned subsidiary, Torm Plc, in the UK, which will become parent of the Copenhagen-based company and will continue its business as usual.
“The company believes a new UK holding company structure should assist in [improving marketability], as the UK legal system, corporate governance structure and tax regime, in combination, is more familiar and beneficial for Torm’s investor base going forward,” Torm said in a release today.
Torm Plc intends to offer existing holders of shares and warrants in Torm AS the chance to exchange their securities for those in the UK-based company on a one-for-one basis.
The UK-based entity’s A shares are expected to be listed on the Nasdaq Copenhagen stock exchange, while Torm AS will ultimately be delisted from the bourse through a squeeze-out of minority shareholders. The Danish company says separate financing is needed to fund the squeeze-out process, for which one of its lenders has already obtained credit approval.
Once Torm Plc has taken over as parent company, it will also consider an initial US offering and listing its shares on the NYSE, a plan that was first mooted in November. “The timing of such US offering will be determined principally by market conditions,” Torm commented.
Torm Plc’s board of directors will consist of Jacob Meldgaard, CEO of Torm AS, plus the Danish company’s existing board of directors, who were elected by shareholders.
