Hafnia Limited – Approved for Additional U.S. listing on the New York Stock Exchange and intended Transfer of Share Register to DTC

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Hafnia announced that the NYSE has approved the US Listing of the Company′s common shares on the NYSE. The Company′s common shares are expected to be admitted to trading on the NYSE on 9 April 2024 under the ticker “HAFN”, while continuing to be listed on the Oslo Stock Exchange (“OSE”) under the ticker “HAFNI”. The Company will retain its listing status as a primary listing on the OSE.

The Company will not issue any new securities in connection with the contemplated listing on the NYSE.

Mikael Skov, CEO of Hafnia, commented:

“We look forward to the completion of Hafnia’s dual listing on the NYSE, marking a significant milestone in our journey. We believe that being listed on the NYSE will broaden our investor base and enhance our access to capital markets. Our presence in the US market will provide potential new investors direct access to our commercial performance and proven track record of shareholder returns, while also generating increased value for our current shareholders through additional trading liquidity.

As a forward-thinking tanker company, we remain committed to delivering sustainable shareholder value through our active management approach, ensuring we remain well positioned to capitalize on any market opportunities. At this stage, I extend my gratitude and appreciation to our dedicated team members and partners who have been instrumental in the filing process.”

To facilitate the US Listing and transfer of common shares between the NYSE and OSE, the Company intends to amend the registration structure for all its common shares to be primarily recorded and settled within the Depository Trust Company (“DTC”) in the United States and secondarily recorded and settled in Euronext Securities Oslo (the “VPS”) through a Central Securities Depository (“CSD”) link (the “Conversion”). Consequently, the Company’s common shares will be registered in the Company’s register of members in the name of DTC’s nominee, Cede & Co, and DTC will act as the primary central securities depository for the shares. DNB Bank ASA, Registrars’ Department (the “VPS Registrar”), will continue to administrate the Company’s VPS register. A custodian of the VPS Registrar will be registered as the holder of the primarily registered securities in the DTC from which the VPS registered shares are derived. Following completion of the Conversion, the Company′s common shares may be transferred between the DTC and VPS to enable trading between the respective trading venues.

Due to technical settlement procedures in the VPS, a trading suspension in the Company’s common shares listed on the OSE will be required for a period of time in connection with the implementation of the Conversion (the “Trading Suspension”). The Company has made a request to the OSE to approve such Trading Suspension. During the Trading Suspension, the Company’s common shares will be temporarily suspended from trading on the OSE. Following completion of the Conversion, the Trading Suspension will end, and the Company’s common shares will resume trading as normal. The Trading Suspension is contemplated to take place beginning 5 April 2024 and expected to last for two trading days. The actual listing on the NYSE is expected to take place on or about 9 April 2024.

To facilitate the Conversion, the board of directors will transfer the legal title to the Company’s common shares to Cede & Co acting as nominee for DTC pursuant to the power granted to the board of directors in bye-law 7.4 (b) of the Company’s bye-laws. No action will be required by an investor holding shares in the VPS in connection with the Conversion and investors’ registered holdings in the VPS will continue. An investor may request by a written notice that such investor’s shares are not transferred to DTC in the Conversion. Any such notice must be sent to the Company at [email protected] no later than 5 April 2024 12:00 CET. Shares which are not transferred to Cede & Co in the Conversion will be unable to be traded on either NYSE or OSE. Pursuant to the Company’s bye-laws, an investor may by written notice to the secretary of the Company, request a subsequent transfer of such investor’s shares to or from DTC.

Set out below is the anticipated timeline of the Conversion and the Trading Suspension:

  • 4 April 2024: Last day of trading of the Company′s shares on OSE prior to the Trading Suspension.
  • 5 April 2024: Omnibus transfer of legal title to the Company’s common shares to Cede & Co and Conversion process initiated.
  • 5 April 2024: First trading day of the Trading Suspension on OSE.
  • 8 April 2024: Second trading day of the Trading Suspension on OSE. Conversion process expected to be completed after the end of the trading day.
  • 9 April 2024: Expected end of the Trading Suspension and the Company’s shares will resume normal trading from the start of trading on
  • 9 April 2024: First day of trading on NYSE.

The Company′s common shares will continue to be registered under the ISIN code BMG4233B1090 and remain trading on the OSE under the ticker “HAFNI” following the Conversion.

Source: Hafnia Limited