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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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TORM plc (Name of Issuer) |
Class A common shares, par value $0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
Soren Steenberg Jensen c/o Hafnia SG Pte. Ltd., 10 Pasir Panjang Road, #18-01 Singapore, U0, 117438 65 6434 3770 Anthony J. Renzi, Jr. Vedder Price P.C., 1401 New York Avenue NW, Suite 500 Washington, DC, 20005 1 202 312 3336 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/15/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Hafnia Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
SINGAPORE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
18,656,061.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
18.22 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A common shares, par value $0.01 per share | |
| (b) | Name of Issuer:
TORM plc | |
| (c) | Address of Issuer's Principal Executive Offices:
4th Floor, 120 Cannon Street, London,
UNITED KINGDOM
, EC4N 6AS. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") is being filed by Hafnia Limited ("Hafnia" or the "Reporting Person") pursuant to 240.13d-2(a) under the Securities Exchange Act of 1934, as amended, with respect to the Class A Shares.
This Amendment No. 1 amends and supplements the statement on the Schedule 13D originally filed by the Reporting Person with the Securities and Exchange Commission on December 22, 2025 (collectively with this Amendment No. 1, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein which are not defined have the meanings set forth in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) of Schedule 13D is hereby amended to replace Exhibit 1 in its entirety with Exhibit 1 filed herewith. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of Schedule 13D is supplemented as follows:
The Class A Shares acquired by the Reporting Person on September 15, 2026, as described in Item 5 below, were purchased using the proceeds of a loan from the Reporting Person's major shareholder, BW Group Limited. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of Schedule 13D is amended and supplemented as follows: As of September 15, 2026, Hafnia may be deemed to beneficially own 18,656,061 Class A Shares, representing approximately 18.22% of the outstanding Class A Shares. The foregoing beneficial ownership percentage is based on a total of 102,421,267 Class A Shares outstanding as disclosed in the Issuer's Form 6-K. | |
| (b) | Hafnia has sole voting power and sole dispositive power over 18,656,061 Class A Shares, representing approximately 18.22% of the outstanding Class A Shares. The foregoing percentage is based on a total of 102,421,267 Class A Shares outstanding as disclosed in the Issuer's Form 6-K. | |
| (c) | On September 15, 2026, the Reporting Person acquired 4,500,000 Class A Shares in a secondary offering structured as a bought transaction by J.P. Morgan Securities LLC at an offering price of $32.25 per share, or $145,125,000 in the aggregate. Except for such transaction, the Reporting Person has not effected any other transactions in the Class A Shares, or, to the best of the knowledge of the Reporting Person, without independent verification, none of the other persons with respect to whom information is given in response to Item 2 has effected any such transactions, during the past 60 days prior to the date of this Amendment No. 1. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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