Page 39 of 40 – SEC Filing
Appendix I – Subscription Form
Attached as a separate document
Exhibit D
Danske Bank A/S
Holmens Kanal 2-12
DK-1092 Copenhagen
Denmark
22 January 2018
| Re: | Shareholder Lock‑up Agreement – TORM plc (the “Company”) |
Reference is made to the placement agreement dated 22 January 2018 (the “Placement Agreement”) among the Company and Danske Bank A/S (the “Placement Agent”) entered into in connection with the Company’s contemplated issue of new Class A common shares (the “New Shares” and together with the Class A common shares currently issued by the Company, the “Shares”) through a private placement (i) outside the United States in offshore transactions to non-U.S. persons (within the meaning of Regulation S of the U.S. Securities Act of 1933, as amended (the “Securities Act”), including certain qualified institutional investors in Denmark and (ii) within the United States to “qualified institutional buyers” as such term is defined in and in accordance with Rule 144A under the Securities Act (the “Private Placement”).
To induce the Placement Agent to participate in the Private Placement to continue their efforts in connection with the Private Placement, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, it will not, as from the date hereof and during a period ending 90 days after 23 January 2018 (the “Pricing Date”) (the “Lock-Up Period”) relating to the Private Placement:
| · | (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any of the Shares beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by the undersigned or any securities convertible into or exercisable or exchangeable for such Shares or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, the economic risk of ownership of such Shares at any time during the Lock-Up Period. |
| · | The foregoing paragraph shall not apply to (a) transactions relating to Shares or other securities acquired by the undersigned in open market transactions after the completion of the Private Placement, (b) transfers of Shares or any security convertible into Shares as a bona fide gift, or (c) distributions of Shares or any security convertible into Shares to limited partners or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (b) or (c), each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter, (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Shares, provided that such plan does not provide for the transfer of Shares during the Lock-up Period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company, (e) accepting or voting in favour of (as applicable) any general offer made or to be made to all holders of shares in the Company (or other proposal with the same effect) in accordance with takeover regulations on terms which treat all such holders alike (or the execution and delivery of an irrevocable commitment or undertaking to accept or vote in favour of (as applicable) any such general offer or proposal), and (f) any disposal of Shares in accordance with any order made by a court of competent jurisdiction or required by law or regulation. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar or Computershare DR Nominees Limited, as nominee of Computershare (Trustees) Jersey Limited, as applicable, against the transfer of the undersigned’s Shares except in compliance with the foregoing restrictions. |
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