HAFNIA LIMITED: Result of Subsequent Court Hearing Regarding the Redomiciliation to Singapore
September 20 2024 - 1:45AM
Business Wire
Reference is made to the stock exchange announcement made by
Hafnia Limited (“Hafnia” or the “Company”, OSE ticker code:
“HAFNI”, NYSE ticker code: “HAFN”) on 12 September 2024 regarding
the subsequent court hearing (the "Sanction Hearing") at which the
Company was to petition the Supreme Court of Bermuda (the "Court")
to sanction the scheme of arrangement (the "Scheme") between the
Company and its shareholders pursuant to Section 99 of the Bermuda
Companies Act 1981 as amended in order to effect a discontinuance
of the Company from Bermuda and continuance to Singapore and adopt
the constitution of the Company which will take effect upon
continuance in Singapore (the "Redomiciliation"). The Court held
the Sanction Hearing on 19 September 2024 where the Court
sanctioned the Scheme.
A copy of the court order is expected to be filed with the
Registrar of Companies in Bermuda on or around 27 September 2024,
upon which the Scheme will become binding on the Company and its
shareholders.
The Company expects that the Redomiciliation will come into
effect on or around 1 October 2024, subject to the filing of the
court order and the satisfaction or waiver of all conditions to the
Scheme as set out in the Scheme.
The Company will have a new company registration number and the
Company's shares will be registered under a new ISIN code for
trading on the Oslo Stock Exchange and a new CUSIP code for the
trading on the New York Stock Exchange due to the Redomiciliation.
Hafnia has not yet received both a new ISIN and CUSIP code, but it
is anticipated that trading will start under the new ISIN and CUSIP
codes on or around 7 October 2024, subject to the completion of the
Redomiciliation and the Depository Trust Company (the "DTC")
approving the eligibility of the new CUSIP.
The Company’s common shares will remain trading on the Oslo
Stock Exchange under the ticker “HAFNI” and the New York Stock
Exchange under the ticker “HAFN” during the process of change of
ISIN and CUSIP codes.
Upon completion of the Redomiciliation, the Company will become
a public company registered in Singapore with primary listings
overseas, and will typically be subject to the provisions of the
Singapore Code on Take-overs and Mergers (the “Singapore Takeover
Code”). In light of the foregoing, the Company has, prior to the
Redomiciliation, made an application to the Singapore Securities
Industry Council (“SIC”) for a waiver of the general application of
Singapore Takeover Code to the Company (the “Waiver”).
Having considered the Company’s application, the SIC has granted
the Waiver to the Company. Following the Redomiciliation, the
Singapore Takeover Code will not apply to the Company.
The Board believes that the Waiver is in the interest of
shareholders as a whole, given that there are sufficient
protections available to shareholders. Upon completion of the
Redomiciliation, the Company and shareholders will be covered
under, amongst others, the Norwegian Securities Trading Act, the
Norwegian Securities Trading Regulation, the Norwegian Corporate
Governance Code, rules applicable to the regulated markets operated
by Oslo Børs ASA, the U.S. Securities Exchange Act of 1934, the
NYSE Rules and the Singapore Companies Act 1967. The Board is of
the view that, amongst others, the additional cost of compliance
with the Singapore Takeover Code would potentially outweigh the
benefits it brings to shareholders.
About Hafnia Limited:
Hafnia is one of the world's leading tanker owners, transporting
oil, oil products and chemicals for major national and
international oil companies, chemical companies, as well as trading
and utility companies.
As owners and operators of around 200 vessels, we offer a fully
integrated shipping platform, including technical management,
commercial and chartering services, pool management, and a
large-scale bunker procurement desk. Hafnia has offices in
Singapore, Copenhagen, Houston, and Dubai and currently employs
over 4000 employees onshore and at sea.
Hafnia is part of the BW Group, an international shipping group
involved in oil and gas transportation, floating gas
infrastructure, environmental technologies, and deep-water
production for over 80 years.
This information is subject to disclosure requirements pursuant
to Section 5-12 of the Norwegian Securities Trading Act.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240919549632/en/
For further information, please contact: Mikael Skov CEO Hafnia
Limited +65 8533 8900
Hafnia (NYSE:HAFN)
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