Hafnia Limited announces that Oaktree Capital Management, L.P. and its, the controlling shareholder of TORM plc, has accepted, subject to entering into a definitive agreement, Hafnia’s offer to acquire approximately 14.1 million A shares in TORM, representing approximately 14.45% of TORM’s issued share capital. The A shares are priced at US$ 22 per share for a total purchase price of US$ 311,433,342.
The completion of the Share Purchase is subject to the parties entering into a definitive agreement and the fulfilment of customary conditions precedent, including among others, obtaining any required regulatory clearances and approvals, satisfaction of certain covenants and appointment of a new independent board chair of TORM.
Hafnia looks forward to making this sizeable investment in TORM with the belief that TORM is a well-managed company with a high-quality fleet. With respect to Hafnia’s long-term position as a shareholder in TORM, Hafnia believes generally that consolidation is positive for the tanker industry but has made no decisions in this regard. There can be no assurance that this will lead to any proposal, agreement or transaction, nor can any guarantee be given as to the terms, timing or likelihood of any such transaction completing. For the avoidance of doubt, to the extent that there is any such transaction it will not be structured as an offer for TORM under the UK Takeover Code (the “Code”) and, to the extent that the Code applies to TORM, this is a statement to which Rule 2.8 of the Code applies.
Accordingly, to the extent that the Code applies, Hafnia and any person(s) acting in concert with it will, except with the consent of the Panel on Takeovers and Mergers (the “Panel”), be bound by the restrictions set out in Rule 2.8 of the Code. For the purposes of Rule 2.8 of the Code, Hafnia (and any person(s) acting in concert with it) reserves the right to set aside the restrictions in Rule 2.8 of the Code in any of the following circumstances: (i) with the agreement of the board of directors of TORM; (ii) following the announcement by or on behalf of a third party of a firm intention to make an offer for TORM; (iii) if TORM announces a Rule 9 waiver proposal (as described in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover (as defined in the Code); or (iv) if there has been a material change of circumstances (as determined by the Panel).