Torm PLC — Annual Report 2017

Apr 9, 2018

20-F/A 1 d7860364_20f-a.htm Licensed to: Seward & Kissel LLP Document created using EDGARfilings PROfile 4.3.3.3 Copyright 1995 - 2018 Broadridge

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

Amendment No. 1

(Mark One)

[ ]	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2017
OR
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __ to __
OR
[ ]	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	Date of event requiring this shell company report:

Commission file number: 001-38294

TORM plc
(Exact name of Registrant as specified in its charter)
(Translation of Registrant's name into English)
England and Wales
(Jurisdiction of incorporation or organization)
Birchin Court, 20 Birchin Lane, London, EC3V 9DU, United Kingdom
(Address of principal executive offices)
Jacob Meldgaard, Chief Executive Officer, Tuborg Havnevej 18, DK-2900 Hellerup, Denmark, +45 39 17 92 00
(Name, Telephone, E-mail and/or Facsimile, and address of Company Contact Person)

Securities registered or to be registered pursuant to section 12(b) of the Act.

Title of each class		Name of each exchange on which registered
Class A common shares, par value $0.01 per	share	Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to section 12(g) of the Act.

NONE
(Title of class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

NONE
(Title of class)

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: As of December 31, 2017 there were 61,985,975 of the Registrant's Class A common shares outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐ No ☐

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth Company. See the definitions of "large accelerated filer," "accelerated filer" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Emerging growth company ☒
(Do not check if a smaller reporting company)

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

[ ]	U.S. GAAP
[X]	International Financial Reporting Standards as issued by the international Accounting Standards Board
[ ]	Other

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

EXPLANATORY NOTE

TORM plc (the "Company") is filing this Amendment No. 1 (the "Amendment") to the Company's Annual Report on Form 20-F for the year ended December 31, 2017, filed with the Securities and Exchange Commission on March 8, 2018 (the "Original Filing"), solely to file Exhibit 101 to the Form 20-F in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the financial statements and related notes from the Form 20-F formatted in eXtensible Business Reporting Language ("XBRL") and amends "Item 19. Exhibits" to reflect the filing of Exhibit 101.

This Amendment does not modify or update any other items or disclosures contained in the Original Filing and does not reflect events occurring after the date of the Original Filing. This Amendment consists solely of the cover page, this explanatory note, the exhibit index and the exhibits filed herewith.

Item 19. List of Exhibits

1.1	Memorandum and Articles of Association (1)
2.1	Form of Class A Common Share Certificate (1)
2.2	B Share Minority Trust Deed, dated May 30, 2016 (1)
2.3	Equity Warrant Instrument, dated March 15, 2016 (1)
4.1	The Working Capital Facility, dated July 13, 2015 (1)
4.2	Term Facility 1, dated July 13, 2015 (1)
4.3	DSF Facility, dated September 20, 2017 (1)
4.4	Registration Rights Agreement, dated April 14, 2016 (1)
4.5	CEXIM Facility, dated July 8, 2016 (1)
4.6	Term Facility 2, dated January 6, 2017 (1)
4.7	TORM plc 2017 Management Long-Term Incentive Plan (1)
4.8	ING Facility, dated September 8, 2017 (1)
4.9	Amendment and Waiver Letter to Working Capital Facility and Term Facility 1, dated December 21, 2015 (1)
4.10	Amendment and Waiver Letter to Working Capital Facility and Term Facility 1, dated August 23, 2016 (1)
4.11	Term Sheet for ABN AMRO Facility, dated January 19, 2018*
8.1	List of Subsidiaries*
11.1	TORM's Business Principles*
12.1	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer*
12.2	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer*
13.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
13.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Schema Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Schema Definition Linkbase
101.LAB	XBRL Taxonomy Extension Schema Label Linkbase
101.PRE	XBRL Taxonomy Extension Schema Presentation Linkbase

*Previously filed with the Original Filing.

(1) These exhibits are incorporated by reference to the Company's Registration Statement on Form 20-F (Registration No. 001-38294), as amended, filed with the SEC on November 24, 2017.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and has duly caused and authorized the undersigned to sign this Amendment No. 1 to its Annual Report on its behalf.

TORM PLC
By:	/s/ Jacob Meldgaard
	Name: Jacob Meldgaard
	Title: Executive Director and Principal Executive Officer

Date: April 9, 2018