Singapore, 20 September 2024
Reference is made to the stock exchange announcement made by Hafnia Limited
("Hafnia" or the "Company", OSE ticker code: "HAFNI", NYSE ticker code: "HAFN")
on 12 September 2024 regarding the subsequent court hearing (the "Sanction
Hearing") at which the Company was to petition the Supreme Court of Bermuda (the
"Court") to sanction the scheme of arrangement (the "Scheme") between the
Company and its shareholders pursuant to Section 99 of the Bermuda Companies Act
1981 as amended in order to effect a discontinuance of the Company from Bermuda
and continuance to Singapore and adopt the constitution of the Company which
will take effect upon continuance in Singapore (the "Redomiciliation"). The
Court held the Sanction Hearing on 19 September 2024 where the Court sanctioned
the Scheme.
A copy of the court order is expected to be filed with the Registrar of
Companies in Bermuda on or around 27 September 2024, upon which the Scheme will
become binding on the Company and its shareholders.
The Company expects that the Redomiciliation will come into effect on or around
1 October 2024, subject to the filing of the court order and the satisfaction or
waiver of all conditions to the Scheme as set out in the Scheme.
The Company will have a new company registration number and the Company's shares
will be registered under a new ISIN code for trading on the Oslo Stock Exchange
and a new CUSIP code for the trading on the New York Stock Exchange due to the
Redomiciliation. Hafnia has not yet received both a new ISIN and CUSIP code, but
it is anticipated that trading will start under the new ISIN and CUSIP codes on
or around 7 October 2024, subject to the completion of the Redomiciliation and
the Depository Trust Company (the "DTC") approving the eligibility of the new
CUSIP.
The Company's common shares will remain trading on the Oslo Stock Exchange under
the ticker "HAFNI" and the New York Stock Exchange under the ticker "HAFN"
during the process of change of ISIN and CUSIP codes.
Upon completion of the Redomiciliation, the Company will become a public company
registered in Singapore with primary listings overseas, and will typically be
subject to the provisions of the Singapore Code on Take-overs and Mergers (the
"Singapore Takeover Code"). In light of the foregoing, the Company has, prior to
the Redomiciliation, made an application to the Singapore Securities Industry
Council ("SIC") for a waiver of the general application of Singapore Takeover
Code to the Company (the "Waiver").
Having considered the Company's application, the SIC has granted the Waiver to
the Company. Following the Redomiciliation, the Singapore Takeover Code will not
apply to the Company.
The Board believes that the Waiver is in the interest of shareholders as a
whole, given that there are sufficient protections available to shareholders.
Upon completion of the Redomiciliation, the Company and shareholders will be
covered under, amongst others, the Norwegian Securities Trading Act, the
Norwegian Securities Trading Regulation, the Norwegian Corporate Governance
Code, rules applicable to the regulated markets operated by Oslo Børs ASA, the
U.S. Securities Exchange Act of 1934, the NYSE Rules and the Singapore Companies
Act 1967. The Board is of the view that, amongst others, the additional cost of
compliance with the Singapore Takeover Code would potentially outweigh the
benefits it brings to shareholders.
* * *
For further information, please contact:
Mikael Skov
CEO Hafnia Limited
+65 8533 8900
About Hafnia Limited:
Hafnia is one of the world's leading tanker owners, transporting oil, oil
products and chemicals for major national and international oil companies,
chemical companies, as well as trading and utility companies.
As owners and operators of around 200 vessels, we offer a fully integrated
shipping platform, including technical management, commercial and chartering
services, pool management, and a large-scale bunker procurement desk. Hafnia has
offices in Singapore, Copenhagen, Houston, and Dubai and currently employs over
4000 employees onshore and at sea.
Hafnia is part of the BW Group, an international shipping group involved in oil
and gas transportation, floating gas infrastructure, environmental technologies,
and deep-water production for over 80 years.
This information is subject to disclosure requirements pursuant to Section 5-12
of the Norwegian Securities Trading Act.