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 “Offering”).
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 T+2).
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 applicable jurisdictions.
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 directors.