Contemplated block sale of existing shares in Hafnia Limited (HAFNI)
24 Jan 2023 16:32 CET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG,
SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, HONG KONG OR SOUTH AFRICA.
OCM Luxembourg Chemical Tankers S.à r.l. which is ultimately controlled by funds
managed by Oaktree Capital Management L.P. (the “Seller”) has retained Fearnley
Securities, Jefferies and Pareto Securities as Joint Global Coordinators and
Joint Bookrunners (the "Managers") to explore a potential block sale of existing
shares in Hafnia Limited (the "Company") through a private placement (the
The Seller is contemplating selling approx. 25,200,000 shares in the Company
(equal to approx. 5.01% of the Company’s outstanding shares). The price in the
Offering has been set to NOK 50.00 per share.
The application period in the Offering will commence immediately (24 January
2023) and will close on 25 January 2023 at 08:00 CET. The Seller may, at its
sole discretion, extend or shorten the application period at any time and for
any reason without notice. If the application period is extended or shortened,
the other dates referred to herein might be changed. The Offering is expected to
be priced and allocated before 09:00 CET on 25 January 2023 (T). The settlement
in the Offering will be conducted on a normal delivery-versus-payment basis (DVP
The Seller currently controls 50,238,624 shares in the Company (equal to approx.
9.98% of the Company’s outstanding shares). The Seller will enter into a 90-day
customary lock-up with the Managers following the completion of the Offering for
any of the shares the Seller currently holds in the Company which are not sold
as part of the Offering.
The Offering has not been registered under the U.S. Securities Act of 1933, as
amended (the “U.S. Securities Act”) and will be made pursuant to applicable
exemptions from the obligation to publish a prospectus in Norway as well as
exemptions from the U.S. Securities Act and the securities laws of other
The minimum order and allocation in the Offering have been set to the NOK
equivalent of EUR 100,000. The Managers may, however, offer and allocate an
amount below the NOK equivalent of EUR 100,000 in the Offering to the extent
exemptions from prospectus requirements, in accordance with Regulation (EU)
2017/1129 and ancillary regulations, are available.
The Seller is currently represented on the Company’s board of directors by
Guillaume Philippe Gerry Bayol. If the Offering is completed successfully (below
5% remaining ownership) the Seller will step down from the Company’s board of
For more information about the Offering please contact one of the Managers:
+47 22 93 60 00
+44 (0)20 7029 8000
+47 22 87 87 50
This information is considered to include inside information pursuant to the EU
Market Abuse Regulation article 7 and is subject to the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock
exchange announcement was published by Thomas Andersen at Hafnia Limited, on 24
January 2023 at 16:30 CET.
This announcement and the information contained herein is for information
purposes only and is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities in the United States,
Canada, Australia, Japan, Hong Kong or South Africa or any other jurisdiction in
which such an offer or solicitation would be unlawful. The distribution of this
announcement and other information may be restricted by law in certain
jurisdictions. Copies of this announcement are not being made and may not be
distributed or sent into any jurisdiction in which such distribution would be
unlawful or would require registration or other measures. Persons into whose
possession this announcement or such other information should come are required
to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or under the applicable securities laws of any state or other
jurisdiction of the United States or of Canada, Australia, Hong Kong, South
Africa or Japan. Such securities may not be offered or sold in the United States
unless registered under the Securities Act or offered in a transaction exempt
from, or not otherwise subject to, the registration requirements of the
Securities Act and the securities laws of any relevant state or other
jurisdiction of the United States. There will be no public offering of such
securities in the United States or in any other jurisdiction.
The securities referred to herein have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy or
adequacy of this announcement. Any representation to the contrary is a criminal
offence in the United States.
In the European Economic Area (the "EEA"), this announcement is addressed only
to and directed only at, persons in member states who are "qualified investors"
within the meaning of Article 2(e) of the Prospectus Regulation (Regulation
((EU) 2017/1129) ("Qualified Investors").
In the United Kingdom, this announcement is being distributed only to, and is
directed only at, persons who: (A) (i) are "investment professionals" specified
in Article 19(5) of the Financial Services and Markets Act (Financial Promotion)
Order 2005 (the "Order") or (ii) high net worth entities falling within Article
49(2)(a) to (d) of the Order or (iii) are other persons to whom it may otherwise
lawfully be communicated; and (B) are "qualified investors" within the meaning
of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) as it
forms part of retained EU law as defined in the European Union (Withdrawal) Act
2018 (all such persons together being referred to as "Relevant Persons"). Any
investment or investment activity in connection with this announcement will be
available to, and will only be engaged with, Qualified Investors in the EEA or
Relevant Persons in the United Kingdom.
Any offer and sale of the securities in Canada will be made on a private
placement basis only and is exempt from the requirement that the Company
prepares and files a prospectus under applicable Canadian securities laws. Any
resale of the securities into Canada must be made in accordance with applicable
Canadian securities laws, which may vary depending on the relevant jurisdiction,
and which may require resales to be made in accordance with Canadian prospectus
requirements, a statutory exemption from the prospectus requirements, in a
transaction exempt from the prospectus requirements or otherwise under a
discretionary exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority. These resale
restrictions may under certain circumstances apply to resales of the securities
outside of Canada. There will be no public offering of the securities in Canada.
This press release does not contain all of the information that would normally
appear in a prospectus under applicable Canadian securities laws. No securities
commission or similar authority in Canada has reviewed or in any way passed upon
this press release or the merits of the securities. Any representation to the
contrary is an offense. This press release is not, and under no circumstances is
to be construed as, a prospectus, an advertisement or a public offering of the
securities in Canada.
No offer and sale of securities is or will be made in Canada, except to persons
who are: (a) an “accredited investor” within the meaning of Section 1.1 of
National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) of the Canadian
Securities Administrators or subsection 73.3(1) of the Securities Act (Ontario)
(the “OSA”), as applicable, and is either purchasing the securities as principal
for its own account, or is deemed to be purchasing the securities as principal
for its own account in accordance with applicable Canadian securities laws, for
investment only and not with a view to resale or redistribution; (b) not created
or used solely to purchase or hold the securities as an accredited investor
under NI 45-106; (c) a “permitted client” within the meaning of National
Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant
Obligations (“NI 31-103”) of the Canadian Securities Administrators; and (d)
entitled under applicable Canadian securities laws to purchase the securities
without the benefit of a prospectus under such securities laws.
This announcement is not an offer of securities or investments for sale nor a
solicitation of an offer to buy securities or investments in any jurisdiction
where such offer or solicitation would be unlawful. No action has been taken
that would permit an offering of the securities or possession or distribution of
this announcement in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required to inform
themselves about and to observe any such restrictions.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Seller believes that these assumptions were reasonable
when made, these assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict and are beyond their control.
By their nature, forward-looking statements are subject to numerous factors,
risks and uncertainties that could cause actual outcomes and results to be
materially different from those projected. Readers are cautioned not to place
undue reliance on these forward-looking statements. Except for any ongoing
obligation to disclose material information as required by the applicable law,
the Seller does not have any intention or obligation to publicly update or
revise any forward-looking statements after they distributes this announcement,
whether to reflect any future events or circumstances or otherwise.
Neither of the Managers nor any of their respective affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility for the contents of this announcement or any
matters referred to herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities. Neither the Managers nor any of
their respective affiliates accepts any liability arising from the use of this
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