Hafnia Plans $300M Share Offering for Balance Sheet
Net proceeds are intended to support Hafnia’s balance sheet after TORM share acquisitions and may also fund strategic opportunities and general corporate purposes.
Rhea-AI Filing Summary
Hafnia Limited (HAFN) intends to issue ordinary shares to raise gross proceeds of the NOK equivalent of approximately USD 300 million. The NOK offer price will be set by accelerated bookbuilding, expected to close September 24, 2026; allocation results are expected by 13:00 CEST that day. Payment and delivery are expected September 28, 2026 on a delivery-versus-payment basis.
Net proceeds are intended to strengthen Hafnia’s balance sheet following its TORM plc share acquisitions, including a recently announced acquisition of 4,500,000 TORM shares, representing 4.39% of TORM’s issued and outstanding share capital; Hafnia says this increases its TORM ownership to 18.19%. Proceeds may also fund potential strategic opportunities and general corporate purposes, including repayment of acquisition-related indebtedness.
A trading halt on Hafnia shares listed on Euronext Oslo Børs will begin at 09:00 CEST on September 24 and continue until final offering results are announced. A share lending agreement facilitates settlement; borrowed shares and any Offer Shares allocated to BW Group Limited are to be delivered as new ordinary shares after closing. Completion is subject to required corporate resolutions, issuance documents and legal opinions (unless waived by the Managers), the agreement remaining in force, and filing a prospectus supplement with the SEC.
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Filing Explained
Hafnia has proposed an ordinary-share offering; the final price and share count await bookbuilding, and if completed through issuing new shares, it would reduce existing holders’ percentage ownership, but the filing does not yet establish the dilution’s size.
Key Figures
Gross offering amount: NOK equivalent of approximately USD 300 million
TORM shares in recently announced acquisition: 4,500,000 shares
TORM issued and outstanding share capital represented: 4.39%
+2 more
5 metrics
Gross offering amount
NOK equivalent of approximately USD 300 million
Intended ordinary-share offering
TORM shares in recently announced acquisition
4,500,000 shares
TORM plc
TORM issued and outstanding share capital represented
4.39%
Recently announced acquisition of TORM shares
Hafnia ownership in TORM
18.19%
Ownership following the described acquisition
Minimum application and allocation amount
NOK equivalent of EUR 100,000
Hafnia’s ordinary-share offering
Key Terms
accelerated bookbuilding, delivery versus payment, Share Lending Agreement, Board Authorisation
4 terms
accelerated bookbuilding financial
"price per Offer Share will be determined through an accelerated bookbuilding process"
An accelerated bookbuilding is a fast process where a company sells a large block of new or existing shares to a small group of institutional investors through a single, quick offering led by an investment bank. Think of it as a lightning auction: it raises cash or shifts ownership quickly, which can dilute existing holdings, change share supply, and affect the stock price, so investors watch these deals for signs of future supply and management intentions.
delivery versus payment financial
"on a delivery versus payment (DVP, T+2) basis"
A settlement method that ensures a security (like a share or bond) is handed over at the same moment payment is made, so neither party is left holding the asset or the cash alone. Think of it as exchanging keys and money at the same time to avoid one side being cheated; for investors, it cuts the risk that a trade fails and helps keep markets stable and reliable.
Board Authorisation regulatory
"authorisation granted to the Board to increase the Company’s share capital"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much is Hafnia (HAFN) seeking to raise?
Hafnia intends to raise gross proceeds of the NOK equivalent of approximately USD 300 million through an ordinary-share offering.
What is the minimum application for Hafnia’s offering?
The minimum application and allocation amount is the NOK equivalent of EUR 100,000. Hafnia may allocate below that amount at its sole discretion where exemptions from relevant prospectus requirements are available.
What conditions must be met for Hafnia’s offering to be completed?
Completion is subject to all required corporate resolutions being validly made, issuance documents and legal opinions required under the engagement letter being issued unless waived by the Managers, the share lending agreement remaining in full force and effect, and a prospectus supplement being filed with the SEC.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026.
Commission File Number: 001-41996
HAFNIA LIMITED
c/o Hafnia SG Pte Ltd
10 Pasir Panjang Road,
#18-01 Mapletree Business City,
Singapore 117438
+65 6434 3770
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☑ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached to this Report on Form 6-K as Exhibit 99.1 is a copy of the press release of Hafnia
Limited (the “Company”), dated September 23, 2026, announcing the Company's contemplated offering of ordinary shares.
Attached to this Report on Form 6-K as Exhibit 99.2 is a copy of a share lending agreement
entered into by the Company.
Attached to this Report on Form 6-K as Exhibit 99.3 is a copy of the Consent of Independent
Registered Public Accounting Firm.
The information contained this Report on Form 6-K is hereby incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-287637) that was filed with the U.S. Securities and Exchange
Commission effective May 29, 2025.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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HAFNIA LIMITED
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By:
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/s/ Petrus Wouter Van Echtelt
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Name:
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Petrus Wouter Van Echtelt,
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Title:
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Chief Financial Officer
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Date: September 23, 2026
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Exhibit 99.1
HAFNIA LIMITED: Contemplated offering of ordinary shares
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, SOUTH AFRICA OR JAPAN, EXCEPT AS PERMITTED BY APPLICABLE LAW, OR
ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL OR REQUIRES REGISTRATION OR ANY OTHER MEASURES.
THIS ANNOUNCEMENT IS NOT AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN FOR SALE IN THE UNITED STATES. THE SECURITIES MAY NOT BE OFFERED AND SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM
REGISTRATION. ANY PUBLIC OFFERING OF THE SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF THE PROSPECTUS SUPPLEMENT AND ACCOMPANYING PROSPECTUS WHICH MAY BE OBTAINED FROM THE COMPANY AND WILL CONTAIN DETAILED INFORMATION ABOUT
THE COMPANY AND ITS MANAGEMENT AND WILL CONTAIN FINANCIAL STATEMENTS.
23 September 2026
Hafnia Limited (“Hafnia”, the “Company”, OSE ticker code: “HAFNI”, NYSE ticker code: “HAFN”) intends to carry out an offering (the “Offering”) of ordinary shares in the Company (the “Offer Shares”) to raise a gross amount of the NOK equivalent of approximately USD 300 million. The price per Offer Share will be determined
through an accelerated bookbuilding process and will be denominated in NOK (the “Offer Price”). The Company has retained Fearnley Securities AS and Pareto Securities AS as joint global coordinators and
joint bookrunners, and Arctic Securities AS and Clarksons Securities AS as joint bookrunners (collectively, the “Managers”) in connection with the Offering.
The Company intends to use the net proceeds from the Offering to (i) strengthen its balance sheet following its acquisitions of shares in TORM plc (“TORM”), including the recently announced acquisition
of 4,500,000 shares of TORM, representing 4.39% of the issued and outstanding share capital of TORM, and increasing the Company’s ownership in TORM to 18.19%, including repayment of indebtedness incurred in connection with such acquisitions,
(ii) for funding of potential strategic opportunities, and (iii) for general corporate purposes.
The bookbuilding period for the Offering (the “Bookbuilding Period”) will commence today, 23 September 2026 as soon as practically possible after the New York Stock
Exchange closes at 16:00 EDT / 22:00 CEST and is expected to close on 24 September 2026 at 04:30 EDT / 10:30 CEST. The Company, in consultation with the Managers, may in its sole discretion, extend or shorten the Bookbuilding Period at any time
and for any reason on short, or without, notice. If the Bookbuilding Period is extended or shortened, the other dates referred to herein may be changed accordingly.
To facilitate an efficient bookbuilding process, a trading halt will be imposed on the Company’s ordinary shares that are trading on Euronext Oslo Børs from 09:00 CEST on 24 September 2026, throughout the Bookbuilding Period and until final
results, including the Offer Price and number of Offer Shares allocated in the Offering, have been announced, expected no later than 07:00 EDT / 13:00 CEST on 24 September 2026.
Notification of allocation is expected to take place on 24 September 2026 no later than 07:00 EDT / 13:00 CEST. Payment and delivery are expected to take place on 28 September 2026 on a delivery versus payment (“DVP”, T+2) basis, to be
facilitated by the Share Lending Agreement (as defined below). The Offer Shares will be delivered through Euronext Securities Oslo (the “VPS”).
The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate Offer Shares for amounts below the NOK equivalent of EUR
100,000 to the extent exemptions from the relevant prospectus requirements in accordance with applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
Allocation of Offer Shares in the Offering will be determined after the expiry of the Bookbuilding Period by the Company, at its sole discretion in consultation with the Managers. The Company will focus on allocation
criteria such as (but not limited to) existing ownership in the Company, indications from the pre-sounding phase of the Offering, timeliness of the application, price leadership, relative order size, sector knowledge, perceived investor quality and
investment horizon. The Company may, in its sole discretion, reject and/or reduce any orders, in whole or in part. The Company, in consultation with the Managers, further reserves the right, at its sole discretion, to take into account the
creditworthiness of any applicant. There is no guarantee that any potential investor will be allocated Offer Shares.
1
The decision to launch the Offering is made in accordance with the authorisation granted to the Board to increase the Company’s share capital by issuance of new shares granted by the general meeting held on 26 May
2026 (the “Board Authorisation”). Completion of the Offering is subject to (i) all corporate resolutions of the Company required to complete the Offering being validly made,
including without limitation, the Board resolving to issue the Offer Shares by use of the Board Authorisation, (ii) the issuance of relevant documents and legal opinions for the issuance of the Offer Shares as required under the engagement letter
entered into between the Managers and the Company, unless waived by the Managers, (iii) the Share Lending Agreement (as defined below) being in full force and effect, and (iv) the filing of the prospectus supplement with the U.S. Securities and
Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the U.S. Securities Act of 1933, as amended (the “Securities Act”).
The Company, the Managers and BW Group Limited have entered into a share lending agreement (the “Share Lending Agreement”) for the purpose of facilitating DVP settlement of the
Offer Shares allocated to investors in the Offering with existing ordinary shares in the Company that are already listed on Euronext Oslo Børs. The Offer Shares allocated to applicants will thus be tradeable on Euronext Oslo Børs from allocation.
Redelivery of the borrowed shares and delivery of any Offer Shares allocated to BW Group Limited will be in the form of new ordinary shares to be issued by the Company after the closing of the Offering.
The Offer Shares will be available for trading on Euronext Oslo Børs once allocation has taken place. After delivery of Offer Shares, such ordinary shares may be transferred from VPS to the Depository Trust Company
(the “DTC”) in accordance with the customary arrangements for transfers of the Company’s ordinary shares between VPS and DTC.
The Company and the Managers reserve the right, at any time and for any reason, to cancel, and/or modify the terms of, the Offering without or on short notice. Neither the Company nor the Managers will be liable for any losses incurred by
applicants if the Offering is cancelled, irrespective of the reason for such cancellation.
The Offering will be made in the United States pursuant to the Company’s effective shelf registration statement on Form F-3 (File No. 333-287637), including a prospectus supplement to be filed with the SEC pursuant
to Rule 424(b) under the Securities Act.
The Company has considered different transaction structures for the capital raise, hereunder in light of the equal treatment obligations under the Norwegian Securities Trading Act and applicable Singapore law, and the Company is of the view
that the proposed Offering is in compliance with these requirements. By structuring the transaction as a private placement in Norway, the Company will be in a position to raise capital in an efficient manner and with significantly lower
completion risks compared to a rights issue, especially considering that the shares of the Company are traded on both the New York Stock Exchange and Euronext Oslo Børs. In addition, the Offering is subject to marketing through a publicly
announced bookbuilding process, and a market-based offer price should therefore be achieved. On this basis, and based on an assessment of the current equity markets, the Company has considered the Offering to be in the common interest of the
Company and its shareholders. For the same reasons, the Company does not expect to carry out a subsequent share issue directed towards shareholders that were not allocated shares in the Offering.
Advisors
Fearnley Securities AS and Pareto Securities AS are acting as joint global coordinators and joint bookrunners, and Arctic Securities AS and Clarksons Securities AS are acting as joint bookrunners, in the Offering. Fearnley Securities AS is not a U.S. registered broker-dealer, and to the extent that this offering is made within the United States, its activities will be effected only to the extent permitted by Rule 15a-6 of the
Securities Exchange Act of 1934, as amended, or through its affiliate Fearnley Securities Inc. Pareto Securities AS is not a U.S. registered broker-dealer, and to the extent that this offering is made within the United States, its activities will
be effected only to the extent permitted by Rule 15a-6 of the Securities Exchange Act of 1934, as amended, or through its affiliate Pareto Securities Inc. Arctic Securities AS is not a U.S. registered broker-dealer, and to the extent that this
offering is made within the United States, its activities will be effected only to the extent permitted by Rule 15a-6 of the Securities Exchange Act of 1934, as amended, or through its affiliate Arctic Securities LLC. Clarksons Securities AS is
not a U.S. registered broker-dealer, and to the extent that this offering is made within the United States, its activities will be effected only to the extent permitted by Rule 15a-6 of the Securities Exchange Act of 1934, as amended, or through
its affiliate Clarksons Securities Inc.
Advokatfirmaet Thommessen AS is acting as Norwegian legal counsel, Vedder Price P.C. is acting as U.S. legal counsel, and Shook Lin & Bok LLP is acting as Singapore legal counsel, to the Company. Advokatfirmaet
BAHR AS is acting as Norwegian legal counsel, and Seward & Kissel LLP is acting as U.S. legal counsel, to the Managers.
This information is considered to be inside information pursuant to Article 7 of the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Article 17 of the EU Market Abuse Regulation
and Section 5-12 of the Norwegian Securities Trading Act.
This stock exchange release was published by Charleston Lim, Manager, on the time and date stated herein.
For further information, please contact:
Søren Steenberg Jensen
CEO Hafnia Limited
sst@hafnia.com
* * *
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 180 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 4,000 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.
Important Note
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement
or its accuracy, fairness or completeness.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from Australia, Canada, Hong Kong, South Africa,
Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into
whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such
jurisdiction.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offer of securities in the United States will be made only by means of a prospectus supplement and
accompanying prospectus filed with the SEC pursuant to an effective registration statement under the Securities Act. Investors should read the prospectus supplement, the accompanying prospectus and the documents incorporated by reference therein
before making an investment decision. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e. only to investors who
can receive the offer without an approved prospectus in such EEA Member State. The expression “EU Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable
implementing measures in any Member State).
This communication is only being distributed to and is only directed at persons in the United Kingdom who have professional experience, knowledge and expertise in matters relating to investments and qualify as “investment professionals” for
the purposes of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (all such persons being referred to as “relevant persons”), and only in circumstances falling within Part 1 of Schedule 1 to
The Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates
is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so
This announcement and any information contained herein does not constitute a prospectus and has not been, and will not be, registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this
announcement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the securities may not be circulated or distributed, nor may the securities be offered or sold, or be made the
subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the SFA) under Section 274 of the Securities and Futures Act
2001 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA and (where applicable)
Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE MANAGERS OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE OFFER SHARES OR POSSESSION OR DISTRIBUTION OF THIS PRESS RELEASE OR ANY OFFERING OR
PUBLICITY MATERIAL RELATING TO THE OFFER SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY THE COMPANY AND THE MANAGERS TO INFORM THEMSELVES ABOUT, AND TO
OBSERVE, ANY SUCH RESTRICTIONS.
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE OFFER SHARES. NONE OF THE COMPANY OR THE MANAGERS MAKE ANY REPRESENTATION AS TO (I) THE
SUITABILITY OF THE OFFER SHARES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE OFFER SHARES OR (III) THE FUTURE PERFORMANCE OF THE OFFER SHARES EITHER IN ABSOLUTE TERMS OR
RELATIVE TO COMPETING INVESTMENTS.
THE MANAGERS ARE ACTING ON BEHALF OF THE COMPANY AND NO ONE ELSE IN CONNECTION WITH THE OFFERING AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE MANAGERS OR
FOR PROVIDING ADVICE IN RELATION TO THE OFFER SHARES.
EACH OF THE COMPANY, THE MANAGERS AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY STATEMENT CONTAINED IN THIS PRESS RELEASE WHETHER AS A RESULT OF NEW
INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.
Forward-Looking Statements
This communication contains “forward-looking statements”, including as defined under applicable laws, such as the US Private Securities Litigation Reform Act of 1995. Forward-looking statements provide the Company’s
current expectations or forecasts of future events. Forward-looking statements include statements about the Company’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts or that are
not present facts or conditions. Words or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “hope,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will” or similar words or phrases, or the
negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements are subject to known and unknown risks and
uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. The Company’s actual results could differ materially from those
anticipated in forward-looking statements for many reasons, including as described in the Company’s filings with the SEC. Accordingly, you should not unduly rely on these forward-looking statements, which speak only as of the date of this
communication. Factors that could cause actual results to differ materially include, but are not limited to, the Company’s operating or financial results; the Company’s liquidity, including its ability to service its indebtedness; competitive
factors in the market in which the Company operates; shipping industry trends, including charter rates, vessel values and factors affecting vessel supply and demand; future, pending or recent acquisitions and dispositions, business strategy, areas
of possible expansion or contraction, and expected capital spending or operating expenses; risks associated with operations; broader market impacts arising from war (or threatened war) or international hostilities; risks associated with pandemics,
including effects on demand for oil and other products transported by tankers and the transportation thereof; and other factors listed from time to time in the Company’s filings with the SEC. Except to the extent required by law, the Company
expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events,
conditions or circumstances on which any statement is based. You should, however, review the factors and risks the Company describes in the reports it files and furnishes from time to time with the SEC, which can be obtained free of charge on the
SEC’s website at www.sec.gov.
Exhibit 99.2
HAFNIA LIMITED | SHARE LENDING AGREEMENT
This share lending agreement (the “Agreement”) is entered into on 22 September 2026, by and among:
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Hafnia Limited (UEN: 202440137E), a company incorporated in Bermuda and redomiciled to Singapore, with its registered office at 10 Pasir Panjang Road, #18-01, Mapletree Business City, Singapore 117438 (the “Company”);
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| (2) |
BW Group Limited (the “Share Lender”);
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| (3) |
Fearnley Securities AS, with business registration no. 945 757 647 ("Fearnleys" or the “Settlement Agent”);
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| (4) |
Pareto Securities AS, with business registration no. 956 632 374 (“Pareto”);
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| (5) |
Arctic Securities AS, with business registration no. 991 125 175 (“Arctic”);
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| (6) |
Clarksons Securities AS, with business registration no. 942 274 238 (“Clarksons” and, together with Fearnleys, Pareto and Arctic, the “Managers” and
individually as a “Manager”).
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The Company, the Share Lender, the Settlement Agent and the Managers are hereinafter collectively referred to as the “Parties” or individually as a “Party”.
Whereas:
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Fearnleys and Pareto have been engaged by the Company to act as joint global coordinators and joint bookrunners, and Arctic and Clarksons have been engaged to act as joint bookrunners, for a contemplated offering (the “Offering”) of new ordinary shares in the Company to raise gross proceeds of a NOK amount equivalent to approx. USD 300 million through a private placement.
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| (B) |
The Settlement Agent is acting as settlement agent on behalf of the Managers in connection with the Offering, including in connection with the borrowing of ordinary shares in the Company ("Shares")
from the Share Lender as described herein.
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| (C) |
The terms of the engagement letter entered into between the Managers and the Company on 22 September 2026 for the Offering (including the standard terms and conditions and general business terms referred to therein) (the “Engagement Letter”) shall also apply in relation to the rights and obligations set out in this Agreement as between the Company and the Managers, unless otherwise
set out herein.
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The resolution to issue a number of new Shares equal to the number of Shares allocated to investors in the Offering (the "Offer Shares") will be made by the Company’s board of directors (the “Board”) pursuant to an authorization granted by the general meeting of the Company held on 26 May 2026.
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| (E) |
According to the terms of application for the Offering (the “Terms of Application”), the Shares allocated to investors in the Offering (the "Investors") will
be delivered to the relevant Investors on a delivery-versus-payment (“DvP”) basis.
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To facilitate the DvP settlement, it has been agreed that the Share Lender on the terms and subject to the conditions set out in this Agreement will make available to the Settlement Agent existing Shares that are listed on Euronext Oslo
Børs under the symbol “HAFNI” and registered in Verdipapirsentralen (“VPS”).
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Now therefore, it is hereby agreed as follows:
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SHARE LENDING
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In order to facilitate DvP settlement with Investors that are allocated Offer Shares in the Offering, the Share Lender hereby grants the Settlement Agent an irrevocable option (the “Borrowing Option”),
conditional upon the Board resolving to complete the Offering, to borrow a number of existing Shares equal to the number of Offer Shares allocated in the Offering, however not exceeding 40,000,000 Shares (the “Borrowed Shares”).The Settlement Agent shall give the Share Lender the Borrowing Option by one business day's notice, specifying the number of Borrowed Shares.
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| 1.2. |
The Settlement Agent shall use the Borrowed Shares only for the DvP settlement for Investors allocated Offer Shares in the Offering (or, as the case may be, settlement for the Managers, for their settlement for Investors allocated Offer
Shares in the Offering). For the avoidance of doubt, the Borrowed Shares shall not be used for any purpose other than to facilitate timely settlement of allocated Offer Shares against payment of the corresponding subscription amount by
Investors.
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| 1.3. |
The Share Lender shall execute and deliver all necessary documents and give all necessary instructions to procure that upon delivery of the Borrowed Shares to the Settlement Agent's VPS account, all rights, titles and interests in the
Borrowed Shares shall pass from the Share Lender to the Settlement Agent with full title, free from all liens, charges and encumbrances.
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| 1.4. |
The Settlement Agent and the Share Lender agree that transfer and delivery of the Borrowed Shares from the Share Lender to the Settlement Agent shall be deemed as a loan of the Borrowed Shares, and not a purchase or sale of the Borrowed
Shares, and that the borrowing of the Borrowed Shares shall be registered as share lending with the VPS.
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| 2. |
CONSIDERATION; NO COLLATERAL
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As consideration for the loan of the Borrowed Shares, the Share Lender shall receive a consideration from the Company equal to 0.40 per cent per annum (based on a year of 360 days) for the period from the date of delivery to and
including the date of return of the Borrowed Shares to the Share Lender's VPS account, calculated on the total number of Borrowed Shares multiplied by the final offer price in the Offering (the "Offer Price").
The consideration shall be paid by the Company to the Share Lender at the date of return of the Borrowed Shares.
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| 2.2. |
Neither the Settlement Agent, nor the Managers shall be required to pay any consideration and neither the Settlement Agent, the Managers, nor the Company shall be required to post any collateral, in connection with this Agreement or for
the borrowing of the Borrowed Shares.
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| 3. |
DISTRIBUTIONS, ETC.
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| 3.1. |
The Settlement Agent undertakes to compensate the Share Lender for any distributions (of any kind) distributed on the Borrowed Shares and actually received by the Settlement Agent.
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| 4. |
DELIVERY OF THE BORROWED SHARES
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By signing this Agreement, the Share Lender authorizes the Settlement Agent the power to execute the Borrowing Option and to instruct the Share Lender’s account manager in the VPS to transfer the Borrowed Shares from the Share Lender's
VPS account to the Settlement Agent’s VPS account (which shall be a separate VPS account established for this purpose) on the terms and subject to the conditions set out herein, provided however that the Borrowing Option may not be
exercised after 30 September 2026.
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| 4.2. |
No Borrowed Shares shall be transferred to Investors before the Investor has paid the full subscription amount for the number of Offer Shares it has been allocated in the Offering. Further, no Investor shall be transferred more Borrowed
Shares than the number of Offer Shares such Investor has been allocated in the Offering.
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| 4.3. |
No Borrowed Shares shall be transferred to Investors unless registered on the Company’s registration statement on Form F-3 (File no. 333- 287637) which registration statement is in effect under the US Securities Act of 1933 on the date
of such transfer.
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| 5. |
RETURN OF THE BORROWED SHARES
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| 5.1. |
Following allocation of the Offer Shares, the Settlement Agent shall on behalf of the Managers subscribe for a number of new shares equal to the number of allocated Offer Shares (the "New Shares")
(for the account of and pursuant to authorization from the Investors) at the Offer Price, so as to secure the Settlement Agent’s ability to redeliver the Borrowed Shares to the Share Lender.
|
| 5.2. |
Upon receipt of the gross proceeds for the New Shares, the Company shall without undue delay and no later than 5 business days thereafter procure that the New Shares are issued in VPS, and instruct its VPS account operator to transfer
the New Shares to a VPS account in the name of the Settlement Agent as specified by the Settlement Agent in writing. After delivery of the New Shares, such ordinary shares may be transferred from VPS to the Depository Trust Company ("DTC") in accordance with the customary arrangements for transfers of the Company’s ordinary shares between VPS and DTC.
|
| 5.3. |
The New Shares shall be issued under the same ISIN number as for the Company’s existing Shares.
|
| 5.4. |
Subject to receipt of the New Shares, the Settlement Agent shall as soon as possible transfer the New Shares to the Share Lender’s VPS account, as full and final settlement of the Settlement Agent's and the Managers' obligations to
return the Borrowed Shares. Transfer of title shall take place upon delivery of the New Shares to the Share Lender’s VPS account. The Settlement Agent and the Managers shall under no circumstance be obliged to return shares to the Share
Lender until the business day following the date when the Company has issued the New Shares to the Settlement Agent's VPS account.
|
| 5.5. |
The Company shall ensure that the Shares to be return by the Settlement Agent pursuant to this clause 5 shall in all respects have equal rights as all other existing Shares in the Company.
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| 5.6. |
Any failure or delay by the Company to issue and deliver the New Shares to the Settlement Agent shall between the Share Lender, the Settlement Agent and the Managers be at the sole risk of the Share Lender, and the Settlement Agent and
the Managers shall not be under any obligation to re-deliver the Borrowed Shares to the Share Lender unless and until the Settlement Agent has actually received such New Shares from the Company.
|
| 6. |
REPRESENTATIONS AND WARRANTIES
|
| 6.1. |
Representations and warranties of the Company
|
The Company hereby represents and warrants, and undertakes to the Settlement Agent and the Share Lender, that:
| a) |
it is duly authorized and empowered to perform its duties and obligations under this Agreement; and
|
| b) |
the New Shares when delivered under this Agreement will be validly issued, fully paid, and in all respects have equal rights to those of all other issued shares of the Company.
|
| 6.2. |
Representations and warranties of the Share Lender
|
The Share Lender hereby represents and warrants, and undertakes to the Settlement Agent on a continuing basis, with the intent that such representations and warranties shall survive the completion of the transaction
contemplated herein that, where acting as a lender of any Borrowed Shares hereunder:
| a) |
it is duly authorized and empowered to perform its duties and obligations under this Agreement;
|
| b) |
it is not restricted under the terms of its constitution or in any other manner from lending the Borrowed Shares in accordance with this Agreement or from otherwise performing its obligations hereunder;
|
| c) |
it is entitled to transfer full title of all Borrowed Shares provided by it hereunder to the Settlement Agent, free from all liens, charges and encumbrances;
|
| d) |
it is acting as principal in respect of this Agreement; and
|
| e) |
it has made its own independent decision to enter into the arrangements under this Agreement on the terms and conditions set out herein and as to whether such arrangements are appropriate or proper for it based upon its own judgment and
upon advice from such advisers as it has deemed necessary; and it is not relying on any communication (written or oral) of the Managers as investment advice or as a recommendation to enter into any arrangements under this Agreement; it
being understood that information and explanations related to the terms and conditions of such arrangements shall not be considered investment advice or a recommendation and that communication (written or oral) received from the Managers
shall not be deemed to be an assurance or guarantee as to the expected results of the arrangements entered into under this Agreement.
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| 6.3. |
Representations and warranties of the Settlement Agent
|
The Settlement Agent hereby represents and warrants, and undertakes to the Share Lender and the Company on a continuing basis, with the intent that such representations and warranties shall survive the completion of
any transaction contemplated herein that, where acting as a borrower of any Borrowed Shares hereunder:
| a) |
it has all necessary licenses and approvals, and is duly authorized and empowered, to perform its duties and obligations under this Agreement and will do nothing prejudicial to the continuation of such authorization, licenses or
approvals;
|
| b) |
it is not restricted under the terms of its constitution or in any other manner from borrowing the Borrowed Shares in accordance with this Agreement or from otherwise performing its obligations hereunder;
|
| c) |
subject to the terms hereof, it is entitled to transfer full legal and beneficial ownership of Shares in the Company to the Share Lender in order to fulfil its obligation by returning of New Shares to the Share Lender pursuant to this
Agreement, free from all liens, charges and encumbrances; and
|
| d) |
it is acting as principal in respect of this Agreement.
|
| 7. |
INDEMNITY AND LIABILITY
|
| 7.1. |
Without prejudice to the indemnity set out in the Engagement Letter, the Company will, save to the extent arising out of fraud or wilful misconduct of any Manager, the Settlement Agent and/or their respective directors and employees (“Representatives”), indemnify, and keep indemnified, each of the Managers and the Settlement Agent and their representatives on demand to the fullest extent permitted by applicable law for and against all and any losses, costs, taxes (other than taxes levied on the income, profits or gains of the aforementioned indemnified persons), claims, liabilities, damages, demands, expenses suffered or incurred by the
Managers and/or Settlement Agent in relation to this Agreement, provided that the Manager or the Settlement Agent shall not be entitled to recover damages, obtain payment, reimbursement, restitution
or indemnity more than once in respect of the same liability, event or circumstance under this Agreement and/or any other agreements entered into in connection with the Offering.
|
| 7.2. |
Other than in the case of material breach, fraud, gross negligence or wilful misconduct of the Managers, the Settlement Agent or their respective Representatives in the performance of their duties or obligations hereunder, none of the
Managers, the Settlement Agent or any of their respective Representatives shall be liable for any losses, claims, damages, costs, charges, expenses or liabilities which the Share Lender or the Company may suffer or incur in connection with
the lending of the Borrowed Shares or this Agreement. This exclusion of liability includes, but is not limited to, losses, claims, damages, costs, charges, expenses or liabilities suffered as a result of (i) the failure of re-delivery of
Borrowed Shares to the Share Lender due to the Company not issuing a sufficient number of New Shares or any New Shares at all, or (ii) breach by any party other than the Managers or the Settlement Agent of obligations under this Agreement
or any other agreement governing the Offering.
|
| 7.3. |
The Managers’ liability shall in any circumstances be limited to direct losses and there shall be no liability for indirect losses of any kind that may be incurred by the Share Lender or the Company in relation to this Agreement or the
transactions contemplated by this Agreement. Further, other than in the case of fraud or wilful misconduct of the Managers or the Settlement Agent or their respective Representatives in the performance of their duties or obligations
hereunder, further, each Manager’s liability towards the Share Lender and the Company in relation to this Agreement or the transactions contemplated by this Agreement shall in all circumstances be limited to the compensation payable to such
Manager by the Company in connection with the Offering as set out in the Engagement Letter. The obligations and any liabilities of the Managers under this Agreement or otherwise shall be several, and not joint and several.
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| 7.4. |
The Company shall indemnify and hold harmless the Share Lender for any claims, liabilities, losses, damages, costs and expenses incurred by the Share Lender in relation to the share lending contemplated by this Agreement.
|
| 8. |
SHARE LENDER’S TAXES AND DUTIES
|
The Company shall cover all of the Share Lender's taxes and duties that may arise in connection with this Agreement and the transactions contemplated hereunder, including, for the avoidance of doubt, any taxes or
duties related to the lending of shares, their return, any distributions, payments, rights, entitlements, or other benefits relating to the shares during the term of the loan.
| 9. |
REGULATORY REQUIREMENTS OF THE SHARE LENDER
|
The Share Lender is solely responsible for its compliance with all legal and regulatory requirements relating to this Agreement and the transactions contemplated hereunder, including, without limitation, any
disclosure and reporting obligations pursuant to the Norwegian Securities Trading Act.
| 10. |
MISCELLANEOUS
|
| 10.1 |
No third-party rights: Without affecting any of the Representatives’ rights under the indemnities in clause 7, nothing in this Agreement, whether express or implied, is intended to create any rights enforceable by any individual
or legal entity other than the Parties.
|
| 10.2 |
Governing law: This Agreement is governed by, and shall be construed in accordance with, Norwegian law.
|
| 10.3 |
Jurisdiction: The Parties shall seek to solve amicably through negotiations any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof. If the Parties fail to
solve such dispute, controversy or claim by an amicable written agreement within ten days after such negotiations have been initiated by a Party, such dispute, controversy or claim shall be finally settled by the Norwegian courts, with Oslo
District Court (Nw. “Oslo tingrett”) as legal venue.
|
***
[signature page follows]
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Signature page of the Hafnia Limited share lending agreement dated 22 September 2026.
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Hafnia Limited
|
||||
|
/s/ Søren Steenberg Jensen
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/s/ Perry Van Echtelt
|
|||
|
Name: Søren Steenberg Jensen
|
Name: Perry Van Echtelt
|
|||
|
Title: CEO
|
Title: CFO
|
|||
|
BW Group Limited
|
||||
|
/s/ Andreas Sohmen-Pao
|
||||
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Name: Andreas Sohmen-Pao
|
||||
|
Title: Chairman
|
|
Fearnley Securities AS
|
||||
|
/s/ Nicolas Duran
|
/s/ Petter Skar
|
|||
|
Name: Nicolas Duran
|
Name: Petter Skar
|
|||
|
Title: Partner
|
Title: Head of ECM
|
|||
|
Pareto Securities AS
|
||||
|
/s/ Henrik With
|
||||
|
Name: Henrik With
|
||||
|
Title: Senior Partner
|
||||
|
Arctic Securities AS
|
||||
|
/s/ Lars Bastian Østereng
|
/s/ Steffen Rødsjø
|
|||
|
Name: Lars Bastian Østereng
|
Name: Steffen Rødsjø
|
|||
|
Title: Project Manager
|
Title: Head of Investment Banking
|
|||
|
Clarksons Securities AS
|
||||
|
/s/ Espen Lysdahl
|
/s/ Christian Fodstad
|
|||
|
Name: Espen Lysdahl
|
Name: Christian Fodstad
|
|||
|
Title: Managing Director
|
Title: Chief Compliance Officer
|
Exhibit 99.3
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statement (No. 333-287637) on Form F-3 of our reports dated April 17, 2026, with respect to the consolidated financial statements of Hafnia Limited and
the effectiveness of internal control over financial reporting.
/s/ KPMG LLP
Singapore
September 23, 2026