BW Group Contemplating Block Sale of Shares in Hafnia

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BW Group Limited has retained DNB Markets, part of DNB Bank ASA, Fearnley Securities AS, and Pareto Securities AS as Joint Global Coordinators and Joint Bookrunners to explore a potential block sale of existing shares in Hafnia Limited through an accelerated bookbuilding process.

The Seller is contemplating selling up to 26,000,000 shares in the Company which is equal to approx. 5.1% of the Company’s outstanding shares. The Seller reserves the right, at its sole discretion, to amend the number of Offer Shares to be sold or to sell no Offer Shares at all. The price and the final number of shares in the Offering will be determined through an accelerated book building process denominated in NOK.

The bookbuilding period in the Offering will commence immediately 19 March 2024 and will close no later than on 20 March 2024 at 08:00 CET. The Seller may, at its sole discretion, extend or shorten the bookbuilding period at any time and for any reason without notice. If the bookbuilding 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 20 March 2024 (T). The settlement in the Offering will be conducted on a normal delivery-versus-payment basis (DVP T+2). The allocated shares in the Offering will be tradeable on the Oslo Stock Exchange from T.

The Seller currently owns 246,106,112 shares in the Company which is equal to approx. 48.23% of the Company’s outstanding shares. The Seller will enter into a 180-day customary lock-up with the Managers following the completion of the Offering for the shares the Seller holds in the Company which are not sold as part of the Offering.

The Seller remains committed to be the leading long-term shareholder in the Company and is a strong believer in the product tanker market. The purpose of the Offering from the Seller’s perspective is to enhance the trading liquidity in the Company’s shares in support of its planned dual listing in the US, and to rebalance the Seller’s portfolio of 18 group companies. The Seller has done this in other of its portfolio companies before, and it allows the Seller to support the Company’s shares when necessary.

The Seller is represented on the Company’s board of directors by the Chairman Mr. Andreas Sohmen-Pao, who is also the Chairman of the Seller.

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 will receive the net proceeds from the Offering. The Company will not receive any proceeds from the Offering.