As filed with the U.S. Securities and Exchange Commission on May 29, 2025
Registration No. 333-
Hafnia Ltd F-3ASR, filed May 29, 2025
Hafnia Ltd (HAFN)
F-3ASR
2025-05-29
View Original
Added on
October 16, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HAFNIA LIMITED
(Exact name of Registrant as specified in its charter)
Singapore | 98-1547363 | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||
Hafnia Limited
10 Pasir Panjang Road, #18-01
Singapore 117438
Tel: +65 6434 3770
(Address and telephone number of Registrant’s principal executive offices)
Hafnia US, LLC
c/o Corporation Service Company
251 Little Falls Drive, Wilmington
New Castle County, Delaware, 19808
Tel: +1 (302) 636 5400
(Name, address, and telephone number of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Petrus Wouter Van Echtelt Hafnia Limited 10 Pasir Panjang Road, #18-01 Singapore 117438 Tel: +65 6434 3770 | Anthony J. Renzi Vedder Price P.C. 1401 New York Ave NW Ste 500 Washington, DC 20005 Tel: +1 (202) 312 3336 | ||
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of the registration statement.
If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
PROSPECTUS
Hafnia Limited
Ordinary Shares
Preference Shares
Warrants
Purchase Contracts
Rights
Units
This prospectus relates to the offer and sale from time to time in one or more offerings by Hafnia Limited (the “Company”, “Hafnia”, “we”, “our” or “us”) of an indeterminate number of our ordinary shares, no par value (the “Ordinary Shares”), preference shares, warrants, purchase contracts, rights and units (collectively, the “securities”). In addition, from time to time, the selling shareholders to be named in an applicable prospectus supplement (collectively, the “Selling Shareholders”) may offer and sell the Ordinary Shares held by them.
We and the Selling Shareholders may offer, sell, or distribute all or a portion of the securities hereby registered in amounts, at prices, and on terms to be determined at the time of offering. This prospectus describes only the general terms of these securities and the general manner in which we and the Selling Shareholders will offer the securities. The specific terms of any offered securities will be included in a supplement to this prospectus.
All of the Ordinary Shares offered by the Selling Shareholders pursuant to this prospectus will be sold by the Selling Shareholders for their respective accounts. We will not receive any proceeds from the sale of the Ordinary Shares by the Selling Shareholders although we will incur certain expenses in connection with such offering. The Selling Shareholders will bear all commissions and discounts, if any, attributable to their sale of the Ordinary Shares.
The securities may be sold by us or the Selling Shareholders, as applicable, to or through ordinary brokerage transactions, directly to market makers of our shares or through any other means described in the applicable prospectus supplement. In connection with any sales of securities offered hereunder, the Selling Shareholders and any underwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).
The registration of the securities by this prospectus does not mean that we or the Selling Shareholders will issue, offer or sell, as applicable, any of the securities. This prospectus covers any additional securities that may become issuable by reason of share splits, share dividends, and other events described therein. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.
The Ordinary Shares are listed on the New York Stock Exchange (the “NYSE”) under the symbol “HAFN” and on the Oslo Stock Exchange (the “OSE”) under the symbol “HAFNI”. On May 28, 2025, the last reported sales price of our Ordinary Shares was $5.04 (NYSE) and NOK 51.72 (OSE).
We are a “foreign private issuer,” as defined in the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and, as such, we may elect to comply with certain reduced public company reporting requirements. Moreover, we will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission (the “SEC”) as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
Investing in our securities involves a high degree of risk. Before buying any securities, you should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 3 of this prospectus and under similar headings in any amendment or supplements to this prospectus.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Prospectus dated May 29, 2025.
TABLE OF CONTENTS
Page | |||
We are responsible for the information contained in this prospectus, any amendment or supplement to this prospectus and in any free writing prospectus we prepare or authorize. We have not and the Selling Shareholders have not authorized anyone to provide you with information other than that contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the Selling Shareholders take no responsibility for any other information others may give you and can provide no assurance as to the reliability of any such information. We are not and the Selling Shareholders are not making an offer to sell our securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus, or that the information contained in any document incorporated by reference is accurate as of any date other than the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, or any free writing prospectus, as the case may be, or the sale of any securities. Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus.
For investors outside the United States: Neither we nor the Selling Shareholders have done anything that would permit this offering or possession or distribution of this prospectus nor the offer or sale or invitation for subscription or purchase of our securities in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.
Additionally, for investors in Singapore: This prospectus has not been and will not be registered as a prospectus with the Monetary Authority of Singapore and the securities will be offered pursuant to exemptions under the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”). Accordingly, this prospectus 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) pursuant to Section 274 of the SFA,
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(ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to 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.
Any reference to the SFA is a reference to the Securities and Futures Act 2001 of Singapore and a reference to any term as defined in the SFA or any provision in the SFA is a reference to that term or provision as modified or amended from time to time including by such of its subsidiary legislation as may be applicable at the relevant time.
For investors in Norway: This prospectus does not constitute a prospectus as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market in the EU (the “EU Prospectus Regulation”), and has not been prepared to comply with the EU Prospectus Regulation, nor with any Norwegian rules and regulations relating to prospectuses, including but not limited to Chapter 7 of the Norwegian Securities Trading Act of 29 June 2007 no. 75. The offer contemplated in this prospectus is thus made in reliance upon applicable exemptions from prospectus requirements under the EU Prospectus Regulation and Norwegian rules and regulations. This prospectus has not been reviewed or approved by the Norwegian Financial Supervisory Authority or any regulator or public authority in Norway or the EU.
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This prospectus is part of a registration statement that we filed with the SEC as a “well-known seasoned issuer” (“WKSI”) as defined in Rule 405 under the Securities Act, utilizing a “shelf” registration process.
Unless otherwise indicated, the term “Board of Directors” refers to the board of directors of Hafnia Limited as at the date of this prospectus or, as the context requires, the board of directors of Hafnia Limited from time to time.
We use the term deadweight ton, or dwt, in describing the size of our vessels in our Combined Fleet (defined below). Dwt, expressed in metric tons, each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry.
As used herein, the terms “Hafnia Vessels” refers to our wholly-owned or sale and lease-back financed vessels, “TC Vessels” refers to our time chartered-in vessels, “JV Vessels” refers to vessels (including newbuilds) owned by joint venture companies in which we have a 50% voting interest and “Pool Vessels” refers to the vessels owned by third parties operating in our Pools (“Pools” refers to the Long Range II (“LR2”) Pool, Long Range I (“LR1”) Pool, Medium Range (“MR”) Pool, Handy (“Handy”) Pool, Chemical-MR Pool, Chemical-Handy Pool, Small, Intermediate and City Pools (“Specialised Pool”) and Panamax Pool).
Additionally, the term “Hafnia Fleet” refers to our Hafnia Vessels, TC Vessels and JV Vessels, collectively, and the term “Combined Fleet” refers to the combined fleet of the Hafnia Fleet, the Pool Vessels, and any other vessels that we commercially manage separately from the Pools.
Our Combined Fleet comprises product tankers. Certain of these product tankers could also be referred to as chemical tankers as they have been designed to comply with certain requirements to allow them to transport chemical products. Their ability to transport chemical products are in addition to their ability to transport the type of products normally carried by product tankers and we therefore consider our ‘chemical’ tankers a variant of our product tankers and not a separate type of vessel.
Unless otherwise indicated, all references to “U.S. dollars” and “$” in this prospectus are to the lawful currency of the United States of America (“U.S.” or the “United States”), and references to “NOK” are to the lawful currency of Norway. We prepare and report our financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board. We maintain our books and records in U.S. dollars.
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This summary highlights information that is contained or incorporated by reference in this prospectus and does not contain all of the information you should consider before investing in our securities. You should carefully read the entire prospectus and the information incorporated by reference herein, including the section entitled “Risk Factors.”
Our Company
We are Hafnia Limited, one of the world’s largest operators of chemical and product tankers and provide transportation of oil and oil products to leading international oil companies and national oil companies, major chemical companies, as well as trading and utility companies. We are active in the tanker market from Handy size tankers (25,000 – 39,999 dwt) to LR2 tankers size tankers (85,000 – 124,999 dwt), and one of our Pools also operates in the market for specialised tankers.
As at December 31, 2024, we operated a Combined Fleet of 207 vessels (including the Hafnia Fleet, Pool Vessels and other commercially managed third-party vessels) of which 103 are Hafnia Vessels, 10 are TC Vessels and 16 are JV Vessels. All Hafnia Vessels and TC Vessels are owned, leased (sale and lease-back arrangement) or time chartered-in by our subsidiaries. We have three vessel-owning joint ventures which as at December 31, 2024 operated twelve JV Vessels and had four newbuilds on order. In addition to our Hafnia Fleet, as at December 31, 2024, we operated 75 Pool Vessels owned by third parties through our Pools and from time to time commercially manage additional vessels for third parties.
We have in-house commercial and technical vessel management operations. We provide in-house commercial management to all of the vessels in our Combined Fleet apart from the vessels in one of our joint ventures. As at December 31, 2024, we provided in-house technical management for 57 of our Hafnia Vessels and JV Vessels with the remaining 58 Hafnia Vessels and JV Vessels being managed by third-party technical managers. The vessels in our Hafnia Fleet primarily trade through our Pools; however, we charter certain vessels in our Hafnia Fleet directly to customers on time charters or voyage charters. For more details of our Combined Fleet, including our Pool Vessels and the operations of our Pools, please refer to our most recent Annual Report on Form 20-F.
Our Ordinary Shares are listed on the NYSE under the symbol “HAFN” and Oslo Børs under the symbol “HAFNI”.
Corporate Information
On October 1, 2024, Hafnia transferred its registration from Bermuda to Singapore pursuant to a scheme of arrangement between the Company and its shareholders pursuant to Section 99 of the Bermuda Companies Act 1981, as amended, and Part 10A of the Singapore Companies Act 1967 (the “Re-domiciliation”).
Prior to this, we had been incorporated in Bermuda since April 29, 2014. We have operated under the name Hafnia Limited from January 16, 2019 to the date of this Registration Statement, under the name BW Tankers Limited from February 13, 2018 to January 16, 2019, and under the name BW Pacific Limited from our incorporation on April 29, 2014 to February 13, 2018. We are a holding company, and all of our operations are performed through our subsidiaries.
Our principal executive offices are located at 10 Pasir Panjang Road, #18-01, Mapletree Business City, Singapore 117438. You can reach us in our Singapore office at +65 6434 3770. Our agent for service of process in the United States is Hafnia US, LLC and its address is c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808, United States.
Our website is www.hafnia.com. The information contained on, or that can be accessed through, our website is not incorporated by reference into, and is not a part of, this prospectus or this Registration Statement of which it forms a part.
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An investment in our securities involves significant risks. You should carefully consider the risk factors described under the heading “Risk Factors” in our most recent Annual Report on Form 20-F, which is incorporated herein by reference, as well as the risk factors contained in any prospectus supplement and in our filings with the SEC, as well as all of the information contained in this prospectus and the related exhibits, any prospectus supplement or amendments thereto, and the documents incorporated by reference herein or therein, before you decide to invest in our securities.
Our business, prospects, financial condition and results of operations may be materially and adversely affected as a result of any of such risks. The value of our securities could decline as a result of any of these risks. You could lose all or part of your investment in our securities. Some of our statements in sections entitled “Risk Factors” are forward-looking statements. The risks and uncertainties that we have described are not the only ones that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business, prospects, financial condition and results of operations.
Please see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” for information on where you can find the documents we have filed with or furnished to the SEC and which are incorporated into this prospectus by reference.
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This prospectus contains or incorporates forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are based on current expectations, estimates, assumptions and projections about our business and our future financial results, and you should not place undue reliance on them. All statements other than statements of historical fact or present fact and circumstance contained in or incorporated into this prospectus, including, without limitation, statements regarding our future results of operations or financial condition, business strategy, acquisition plans and strategy, economic conditions, both generally and in particular in the tanker industry, and objectives of management for future operations, are forward-looking statements are forward-looking statements. Many of the forward-looking statements contained in this prospectus can be identified by the use of forward-looking terminology, such as the terms “anticipates”, “assumes”, “believes”, “can”, “contemplate”, “continue”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “likely”, “may”, “might”, “plans”, “potential”, “projects”, “seek”, “should”, “target”, “will”, “would” or, in each case, their negative, or other variations or comparable terminology. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict.
There are a number of important factors that could cause our actual results to differ materially from those indicated by such forward-looking statements. We describe material risks, uncertainties and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors” and may update our descriptions of such risks, uncertainties and assumptions in any prospectus supplement. These factors and the other risk factors described in this prospectus are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results.
The forward-looking statements made in this prospectus relate only to events as at the date on which the statements are made. All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in or referred to in this section. We undertake no obligation, and specifically decline any obligation, except as required by law, to update or revise any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events or otherwise, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements because they are statements about events that are not certain to occur as described or at all. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.
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The following table sets forth our cash and cash equivalents and capitalization as at March 31, 2025. The below table should be read in conjunction with the section entitled “Item 5. Operating and Financial Review and Prospects” and the consolidated financial statements and related notes included in the Annual Report on Form 20-F for the fiscal year ended December 31, 2024, as well as the unaudited interim condensed consolidated quarterly financial information for the three months ended March 31, 2025 that are included in the Form 6-K filed with the SEC on May 15, 2025. If necessary, updated information on our capitalization will be included in a prospectus supplement or in a report on Form 6-K subsequently furnished to the SEC and specifically incorporated by reference into this prospectus.
As at March 31, 2025 | |||
(in thousands of $) | |||
Cash: | |||
Cash:(1) | $188,141 | ||
Cash retained in the commercial pools: | 80,015 | ||
Total cash and cash equivalents: | $268,156 | ||
Capitalization: | |||
Debts: | |||
Borrowings (current): | 373,018 | ||
Borrowings (non-current) | 693,512 | ||
Total debt: | $1,066,530 | ||
Equity: | |||
Share capital: | 1,093,055 | ||
Other reserves: | 510,095 | ||
Treasury shares: | (78,449) | ||
Retained earnings: | 753,735 | ||
Total shareholders’ equity: | $2,278,436 | ||
Total capitalization: | $3,344,966 | ||
(1) | This does not include restricted cash. |
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We intend to use net proceeds from the sale of the securities as set forth in the applicable prospectus supplement, which may include general corporate purposes, asset purchases, debt repayment and strategic transactions. Depending on future events and other changes in the business climate, we may determine at a later time to use the net proceeds for different purposes.
We will not receive any of the proceeds from the sale by any Selling Shareholder of any Ordinary Shares offered pursuant to this prospectus. The Selling Shareholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Shareholders for brokerage, accounting, tax, legal services, or any other expenses incurred by the Selling Shareholders in disposing of their Ordinary Shares. We will bear all other costs, fees, and expenses incurred in effecting the registration of the Ordinary Shares covered by this prospectus.
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The following description of our Ordinary Shares summarises certain provisions of our constitution (the “Constitution”). Such description does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of our Constitution, a copy of which was filed as Exhibit 1.1 to our Annual Report on Form 20-F for the year ended December 31, 2024.
General
Following the Re-domiciliation, we are a public company limited by shares governed by the laws of Singapore. We are registered with UEN 202440137E.
There have been no bankruptcy, receivership or similar proceedings with respect to us or our subsidiaries.
There have been no public takeover offers by third parties for our shares nor any public takeover offers by us for the shares of another company which have occurred during the last or current financial years.
Our Ordinary Shares are listed on the NYSE under the symbol “HAFN” and Oslo Børs under the symbol “HAFNI”.
Our U.S. transfer agent and registrar for the Ordinary Shares is Broadridge Corporate Issuer Solutions, Inc.
A principal register of the Company’s members (the “Register of Members”) is maintained by the Company in Singapore. Subject to the Singapore Companies Act 1967 (the “Singapore Companies Act”) and our Constitution, only persons who are registered in our register of members are recognized under Singapore law as holders of our shares and members of the Company with legal standing under Singapore law to institute shareholder actions against us or otherwise seek to enforce their rights as members of the Company (the “Members”). However, settlement of our Ordinary Shares takes place through the Depository Trust Company (“DTC”) in accordance with its settlement procedures for equity securities registered through the DTC’s book-entry transfer system. Each person beneficially owning Ordinary Shares registered through the DTC (such person a “Shareholder”) must rely on the procedures thereof and on institutions that have accounts therewith to exercise any rights of a holder of the Ordinary Shares.
Share Capital
Our Ordinary Shares have no par value as there is no concept of par value and authorized share capital under Singapore law. As at December 31, 2024 and April 30, 2025 (excluding treasury shares), there were 512,563,532 and 497,989,642, respectively, Ordinary Shares issued and outstanding, and no preference shares issued and outstanding. As at the date of this Registration Statement, we have only one class of issued Ordinary Shares, which have identical rights in all respects and rank equally with one another. All of our issued and outstanding Ordinary Shares are fully paid. As at December 31, 2024 and April 30, 2025, we held 9,639,056 and 14,573,890, respectively, shares in treasury.
Ordinary Shares
Holders of Ordinary Shares have no pre-emptive, redemption, conversion or sinking fund rights. Holders of Ordinary Shares are entitled to one vote per share on all matters submitted to a vote of holders of Ordinary Shares. Unless a different majority is required by law or by our Constitution, resolutions to be approved by holders of Ordinary Shares shall be decided by the affirmative votes of a majority of the votes cast at a meeting at which a quorum is present.
Subject to Singapore law, in the event of winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital, subject to the Constitution including any special rights attaching to any other class of shares, the holders of Ordinary Shares will be entitled to participate in any surplus assets of the Company.
Preference Shares
Our Constitution provides that, subject to the Singapore Companies Act, our Constitution and obtaining prior approval for the issuance of such shares by special resolution of the Company in a general meeting, the Board of Directors is authorized to provide for the issuance of one or more classes of preference shares in one or more series, and to establish from time to time the number of shares to be included in each such series, and to fix the terms, including designation, powers, preferences, rights, qualifications, limitations, and restrictions of the shares of each class.
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Moreover, under the Singapore Companies Act, the Company may allot preference shares or convert any issued shares into preference shares only if there are set out in the Constitution the rights of the holders of those shares with respect to repayment of capital, participation in surplus assets and profits, cumulative or non cumulative dividends, voting and priority of payment of capital and dividend in relation to other shares or other classes of preference shares.
Under the Singapore Companies Act, we may issue shares with different voting rights (i.e., shares with special, limited, conditional or no voting rights) only if:
a) | the issue of the class or classes of shares is provided for in our Constitution; and |
b) | our Constitution sets out in respect of each class of shares the rights attached to that class of shares; and |
c) | the issuance is approved by the Company by special resolution. |
Under our Constitution, any preference shares may be issued as redeemable preference shares that (at a determinable date or at the option of the Company or the holder) are liable to be redeemed on such terms and in such manner as may be determined by the Board of Directors before the issue, provided that prior approval for the issuance of such shares is given by resolution of the Company in general meeting.
That said, under the Singapore Companies Act, redeemable preference shares must not be redeemed out of the capital of the Company unless:
• | all the directors of the Company has made a solvency statement in relation to such redemption; and |
• | we have lodged a copy of the statement with the Accounting and Corporate Regulatory Authority of Singapore (“ACRA”). |
Further, the preference shares must be fully paid-up before they are redeemed. If we redeem any redeemable preference shares, we must within 14 days after doing so give notice thereof to ACRA specifying the shares redeemed.
Such rights, preferences, powers and limitations, as may be established, could have the effect of discouraging an attempt to obtain control of the Company.
The issuance of preference shares could have the effect of decreasing the trading price of our Ordinary Shares, restricting dividends on our Ordinary Shares, diluting the voting power of our Ordinary Shares, impairing the liquidation rights of our Ordinary Shares, or delaying or preventing a change in control of the Company.
Issuance of New Shares
Pursuant to the Singapore Companies Act and despite anything in our Constitution, new shares may be issued by the Board of Directors only with the prior approval of the Company in general meeting. Such authority to issue new shares, if granted, shall continue in force until the earlier of:
• | the conclusion of the next annual general meeting after the date on which the approval was given; or |
• | the expiration of the period within which the next annual general meeting is required by law to be held (i.e. within six (6) months after the end of each financial year of the Company, being December 31); or |
• | the subsequent revocation or modification of approval by the Company in a general meeting. |
Subject to the Singapore Companies Act and every other written law or regulation for the time being in force concerning companies which is affecting or applicable to the Company, the Company may, in accordance with the Constitution, by ordinary resolution in a general meeting give to the Board of Directors a general authority to issue new shares in the future.
Subject to such prior approval, applicable provisions of the Singapore Companies Act and our Constitution, our Board of Directors may allot and issue shares or grant options over or otherwise dispose of the same to such persons on such terms and conditions (including regulations of any stock exchange on which our Ordinary Shares are listed, as well as U.S. federal and blue sky securities laws applicable to such issue) and for such consideration (if any) and at such time as the Board of Directors may think fit.
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At our annual general meeting held on May 14, 2025, our Board of Directors granted authority to issue shares in aggregate up to 20% of the total number of issued shares excluding treasury shares, such authority remaining in force unless revoked or varied by the Company in general meeting until the conclusion of the next annual general meeting.
There are no limitations on the right of non-Singaporeans or non-residents of Singapore to hold or vote our shares.
Share Options
We operate an equity-settled, share-based long term incentive plan for our senior management and key employees (the “LTIP”).
Derivative Financial Instruments
We have no derivative financial instruments other than the share options issued in relation to our LTIP.
Dividend Rights
Under the Singapore Companies Act and our Constitution, no dividend (final or interim) shall be paid except out of profits.
Under our Constitution, holders of Ordinary Shares are entitled to dividends, as and when dividends are declared by our Board of Directors, subject to any preferred dividend right of the holders of any preference shares.
Shareholders holding their shares through the NYSE will receive dividends in U.S. dollars through our United States registrar. Shareholders holding their shares through the Oslo Børs will receive dividends in NOK through our Norwegian registrar. The currency in which each Shareholder will receive its dividends will be determined as per the record date for the dividend distribution.
Shareholders holding their shares through the Oslo Børs will receive their dividends two days later than Shareholders whose shares are held through the NYSE. There will be a temporary halt in cross-border transactions for our shares between the NYSE and the Oslo Børs in the period around the ex-date and record date for the dividend distribution.
Variation of Rights
Subject to the Singapore Companies Act and any other applicable Singapore statutes currently in force, under our Constitution, if at any time the Company’s share capital is divided into different classes of shares, the rights attaching to any class, unless otherwise provided for by the terms of issue of the relevant class, may, whether or not the Company is being wound-up, be varied either: (i) with the consent in writing of the holders of three-fourths of the issued shares of that class; or (ii) with the sanction of a resolution passed by a majority of the votes cast at a general meeting of the holders of the shares of the class at which a quorum consisting of two persons at least holding or representing by proxy one-third of the issued shares of the relevant class is present. As provided in our Constitution, in each general meeting, the necessary quorum shall be two or more persons present in person throughout the meeting and representing in person or by proxy in excess of 33% of the total issued and outstanding voting shares in the Company.
Notwithstanding the above, under the Singapore Companies Act, holders of not less in the aggregate than 5% of the total number of issued shares of that class may apply, within one month after the date on which the consent was given or the resolution was passed (as the case may be), to the Singapore High Court (the “Singapore Court”) to have the variation cancelled, and if any such application is made, the variation does not have effect until confirmed by the Singapore Court.
The rights attached to existing preference shares shall, unless otherwise expressly authorised by the terms of issue of the existing preference shares or by the Constitution in force at the time the existing preference shares were issued, be deemed to be varied by the issue of further shares ranking pari passu therewith.
Transfer of Shares
Subject to applicable securities laws in relevant jurisdictions and our Constitution, our Ordinary Shares are freely transferable. Our Constitution provides that shares may be transferred by a duly signed instrument of transfer
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in any usual or common form or in a form approved by the Board of Directors. The Board of Directors may refuse to recognise any instrument of transfer unless it is accompanied by the certificate in respect of shares (if one has been issued) to which it relates and by such other evidence as the Board of Directors may reasonably require to prove the right of the transferor to make the transfer.
Our Constitution further provides that the Board of Directors may refuse to register the transfer of any share, and may direct the registrar and/or transfer agent of the Company to decline (and such registrar and/or transfer agent of the Company, to the extent it is able to do so, shall decline if so requested) to register the transfer of any interest in a share held through a Depository where such transfer is not in accordance with certain provisions of the Constitution or where such transfer would, in the opinion of the Board of Directors, be likely to result in 50% or more of the aggregate issued and outstanding share capital of the Company or shares of the Company to which are attached 50% or more of the votes of all issued and outstanding shares of the Company, being held or owned directly or indirectly by individuals or legal persons being resident for tax purposes in Norway or such shares being effectively connected to a Norwegian business activity or the Company otherwise being deemed a Controlled Foreign Company pursuant to Norwegian tax legislation. For this purpose, a “Depository” means (1) DTC (or its nominee), (2) Euronext VPS, which refers to Euronext Securities Oslo, the Norwegian Central Securities Depository maintained by Verdipapirsentralen ASA, or its nominee, or (3) any other securities depository whose name or whose nominee’s name is entered as a Member of the Company in our Register of Members.
In such event, pursuant to the Singapore Companies Act, where an application is made for a person to be registered as a Member of the Company in respect of shares which have been transferred to the person by act of parties or operation of law, the Company must not refuse registration by virtue of any discretion conferred by our Constitution unless it has served on the applicant, within 30 days beginning with the day on which the application was made, a written notice stating the facts which are considered to justify refusal in the exercise of that discretion.
Where our shares are listed or admitted to trading on any appointed stock exchange, such as the NYSE or the Oslo Børs, they will be transferred in accordance with the rules and regulations of such exchange and if such transfer is through the DTC’s book-entry transfer system, no additional instruments of transfer need to be executed to comply with Singapore laws governing the transfer of shares.
To facilitate transfers of our Ordinary Shares between NYSE and Oslo Børs, we have amended the registration structure for our Ordinary Shares so that all Ordinary Shares (with the exception of certain treasury shares) are primarily held and settled within the DTC in the United States and secondarily held and settled in the Euronext VPS through a Central Securities Depository (“CSD”) link (the “Conversion”). A CSD link structure allows the Euronext VPS to give Shareholders of our previously issued Ordinary Shares, as well as any Ordinary Shares offered by us in future offerings access to such Ordinary Shares maintained in the DTC and vice versa. Consequently, following the Conversion, our Ordinary Shares are able to be moved between the DTC and Euronext VPS to enable trading between NYSE and Oslo Børs.
If investors trade and sell their Ordinary Shares from the NYSE to Oslo Børs, a corresponding number of beneficial interests in the Ordinary Shares in the Company will be added to the deposit of beneficial share ownership rights with DNB Bank ASA (as the registrar for the Company’s registration of the Ordinary Shares in the Euronext VPS) (the “Euronext VPS Registrar”) keeps in custody, through a series of custodian accounts in the DTC, and the Euronext VPS Registrar will register and make the Company’s Ordinary Shares tradeable in the Euronext VPS, whereas the selling U.S. investor’s corresponding account in the DTC will be debited.
Shareholder Rights Agreement
On July 11, 2024, we entered into a shareholder rights agreement with BW Group Limited, pursuant to which we have granted certain rights to BW Group Limited and their affiliates and certain of their transferees. The agreement includes certain governance rights, including the right for BW Group Limited to designate persons to be nominated by the nomination committee to the Board of Directors as well as the right, under certain circumstances and subject to certain restrictions, to require us to register under the Securities Act our Ordinary Shares held by them, including, but not limited to, by way of certain demand registration rights, including the right to require us to file a shelf registration statement registering secondary sales of our Ordinary Shares held by BW Group Limited and their affiliates and certain of their transferees if such form is available to us, as well as certain piggyback registration rights in respect of Ordinary Shares held by them in connection with registered offerings initiated by us.
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We may issue warrants to purchase any of our equity securities or securities of third parties or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing. Warrants may be issued independently or together with any other securities and may be attached to, or separate from, such securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent. If we do decide to issue such warrants, we will seek approval (if required) in accordance with the Singapore Companies Act and our Constitution. The terms of any warrants to be issued and a description of the material provisions of the applicable warrant agreement will be set forth in the applicable prospectus supplement.
We expect that the applicable prospectus supplement will include, among others, such terms:
• | The title of such warrants; |
• | The aggregate number of such warrants; |
• | The price or prices at which such warrants will be issued; |
• | The currency or currencies, in which the price of such warrants will be payable; |
• | The securities or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified currencies, securities or indices, or any combination of the foregoing, purchasable upon exercise of such warrants; |
• | The price at which, and the currency or currencies in which, the securities or other rights purchasable upon exercise of such warrants may be purchased; |
• | The date on which the right to exercise such warrants shall commence and the date on which such right shall expire; |
• | If applicable, the minimum or maximum amount of such warrants which may be exercised at any one time; |
• | If applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security; |
• | If applicable, the date on and after which such warrants and the related securities will be separately transferable; |
• | Information with respect to book-entry procedures, if any; |
• | If applicable, a discussion of any material U.S. federal income tax considerations; and |
• | Any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants. |
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We may issue purchase contracts for the purchase or sale of our equity securities issued by us, a basket of such securities, an index or indices of such securities, or any combination of the above, as specified in the applicable prospectus supplement. If we do decide to issue such purchase contracts, we will seek approval (if required) in accordance with the Singapore Companies Act and our Constitution.
Each purchase contract will entitle the holder thereof to purchase or sell, and obligate us to sell or purchase, on specified dates, such securities at a specified purchase price, which may be based on a formula, all as set forth in the applicable prospectus supplement. We may, however, satisfy our obligations, if any, with respect to any purchase contract by delivering the cash value of such purchase contract or the cash value of the security otherwise deliverable, as set forth in the applicable prospectus supplement. The applicable prospectus supplement will also specify the methods by which the holders may purchase or sell such securities, and any acceleration, cancellation or termination provisions, provisions relating to U.S. federal income tax considerations, if any, or other provisions relating to the settlement of a purchase contract.
The purchase contracts may require us to make periodic payments to the holders thereof or vice versa, which payments may be deferred to the extent set forth in the applicable prospectus supplement, and those payments may be unsecured or pre-funded on some basis. The purchase contracts may require the holders thereof to secure their obligations in a specified manner to be described in the applicable prospectus supplement. Alternatively, purchase contracts may require holders to satisfy their obligations thereunder when the purchase contracts are issued. Our obligation to settle such pre-paid purchase contracts on the relevant settlement date may constitute indebtedness. Accordingly, pre-paid purchase contracts will be issued under an indenture or similar instrument.
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We may issue rights to purchase our equity securities. These rights may be issued independently or together with any other security offered by this prospectus and may or may not be transferable by the Shareholder receiving the rights in the rights offering. In connection with any rights offering, we may enter into a standby underwriting agreement with one or more underwriters pursuant to which the underwriter will purchase any securities that remain unsubscribed for upon completion of the rights offering. If we do decide to issue such rights, we will seek approval (if required) in accordance with the Singapore Companies Act and our Constitution.
The applicable prospectus supplement relating to any rights will describe the terms of the offered rights. The description in the applicable prospectus supplement of any rights we offer will not necessarily be complete and may be qualified in its entirety by reference to the applicable rights certificate, rights agreement or similar instrument, which will be filed with the SEC if we offer rights. For more information on how you can obtain copies of any rights certificate or rights agreement if we offer rights, see “Where You Can Find Additional Information.” We urge you to read the applicable rights certificate, the applicable rights agreement and any applicable prospectus supplement in their entirety.
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As specified in the applicable prospectus supplement, we may issue units consisting of one or more of our Ordinary Shares, preference shares, warrants, purchase contracts, rights or any combination of such securities. If we do decide to issue such units, we will seek approval (if required) in accordance with the Singapore Companies Act and our Constitution. The applicable prospectus supplement will describe the terms of the offered units. We expect that such terms will include, among others:
• | The terms of the units and of the Ordinary Shares, preference shares, warrants, purchase contracts, rights comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately; |
• | A description of the terms of any unit agreement governing the units; |
• | If applicable, a discussion of any material U.S. federal income tax considerations; and |
• | A description of the provisions for the payment, settlement, transfer or exchange of the units. |
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This prospectus also relates to the possible offer and sale, from time to time, by the Selling Shareholders to be named in an applicable prospectus supplement of their Ordinary Shares that were issued and outstanding prior to the original date of filing of the registration statement of which this prospectus forms a part.
An applicable prospectus supplement will set forth the name of each Selling Shareholder selling in connection with such an offering, their description and relationship to us, the amount of our Ordinary Shares owned by each Selling Shareholder prior to the offering, the amount of our Ordinary Shares that may be offered by each Selling Shareholder, and the amount and the percentage, if any, of our Ordinary Shares to be owned by each Selling Shareholder after completion of the offering.
We will bear all costs, fees, and expenses incurred in effecting the registration of the Selling Shareholders’ Ordinary Shares.
The Selling Shareholders shall not sell any of our Ordinary Shares pursuant to this prospectus until we have identified such Selling Shareholder and the Ordinary Shares that may be offered for resale by such Selling Shareholder in a subsequent prospectus supplement. We cannot advise you as to whether the Selling Shareholders will in fact sell any or all of such Ordinary Shares. In addition, the Selling Shareholders may sell, transfer or otherwise dispose of, at any time and from time to time, the Ordinary Shares in transactions exempt from the registration requirements of the Securities Act after the date of this prospectus, subject to applicable law.
For more information on how Selling Shareholders may sell their Ordinary Shares, see “Plan of Distribution.”
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Our most recent Annual Report on Form 20-F provides a discussion of certain tax considerations that may be relevant to prospective investors in our Ordinary Shares. The applicable prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by such prospectus supplement. You should consult your own tax advisors prior to acquiring any of our securities.
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We may sell or distribute the securities included in this prospectus and the Selling Shareholders may sell our Ordinary Shares through underwriters, through agents, to dealers, in private transactions, at market prices prevailing at the time of sale, at prices related to the prevailing market prices, or at negotiated prices.
In addition, we may sell some or all of our securities, and the Selling Shareholders may sell our Ordinary Shares included in this prospectus through:
• | A block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction; |
• | Purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; |
• | Ordinary brokerage transactions and transactions in which a broker solicits purchasers; or |
• | Trading plans entered into by us or the Selling Shareholders pursuant to Rule 10b5-1 under the Exchange Act, that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of our securities on the basis of parameters described in such trading plans. |
In addition, we or the Selling Shareholders may enter into options or other types of transactions that require us or them to deliver our securities to a broker-dealer, who will then resell or transfer such securities under this prospectus. We or the Selling Shareholders may enter into hedging transactions with respect to our securities. For example, we or the Selling Shareholders may:
• | Enter into transactions involving short sales of our securities by broker-dealers; |
• | Sell securities short and deliver such securities to close out short positions; |
• | Enter into options or other types of transactions that require us or the Selling Shareholders to deliver the securities to a broker-dealer, who will then resell or transfer such securities under this prospectus; |
• | Loan or pledge the Ordinary Shares to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares; or |
• | A combination of the foregoing. |
We or the Selling Shareholders may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or the Selling Shareholders or borrowed from us, the Selling Shareholders or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us or the Selling Shareholders in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or a post-effective amendment). In addition, we or the Selling Shareholders may otherwise loan or pledge securities (which may be newly-issued or outstanding securities) to a financial institution or other third party that in turn may sell the securities using this prospectus or on-lend the securities to third parties who may sell the securities short using this prospectus. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.
At the time that any particular offering of securities is made, to the extent required by the Securities Act, a prospectus supplement will be distributed, setting forth the terms of the offering, including the aggregate number of securities being offered, the purchase price of the securities, the initial offering price of the securities, the names of any underwriters, dealers or agents, any discounts, commissions and other items constituting compensation from us and any discounts, commissions or concessions allowed or reallowed or paid to dealers. Furthermore, we, our executive officers, our Board of Directors and the Selling Shareholders may agree, subject to certain exemptions, that for a certain period from the date of the prospectus supplement under which the securities are offered, we and they will not, without the prior written consent of an underwriter, offer, sell, contract to sell, pledge or otherwise dispose of any of our Ordinary Shares or any securities convertible into or exchangeable for our Ordinary Shares. However, an underwriter, in its sole discretion, may release any of the securities subject to these lock-up agreements at any time
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without notice. We expect an underwriter to exclude from these lock-up agreements securities exercised and/or sold pursuant to trading plans entered into by us or the Selling Shareholders pursuant to Rule 10b5-1 under the Exchange Act, that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of our securities on the basis of parameters described in such trading plans.
The Selling Shareholders and any broker-dealers or other persons acting on our behalf or on the behalf of the Selling Shareholders that participate with us or the Selling Shareholders in the distribution of the securities may be deemed to be underwriters and any commissions received or profit realized by them on the resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act. As a result, we have or will inform the Selling Shareholders that Regulation M, promulgated under the Exchange Act, may apply to sales by the Selling Shareholders in the market. The Selling Shareholders may agree to indemnify any broker, dealer or agent that participates in transactions involving the sale of our Ordinary Shares against certain liabilities, including liabilities arising under the Securities Act.
Underwriters or agents could make sales in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an at-the-market offering as defined in Rule 415 promulgated under the Securities Act, which includes sales made directly on or through the NYSE, the existing trading market for our Ordinary Shares, or sales made to or through a market maker other than on an exchange.
The Selling Shareholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. The Selling Shareholders may make these sales and at prices and under terms then prevailing or at prices related to the then current market price. The Selling Shareholders may also make sales in negotiated transactions.
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The following table sets forth the various expenses in connection with the sale and distribution of the securities being registered. We will bear all of the expenses shown below:
SEC registration fee | $ (1)(2) | ||
Legal fees and expenses | (1) | ||
Accounting fees and expenses | (1) | ||
Miscellaneous fees and expenses | (1) | ||
Total | $(1) | ||
(1) | To be provided by a prospectus supplement or as an exhibit to a report on Form 6-K that is incorporated by reference into this prospectus. |
(2) | Registration fee is being deferred pursuant to Rule 456(b) and 457(r) under the Securities Act. |
We will pay all of the expenses relating to this registration statement and the Ordinary Shares being registered hereunder.
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We are a Singapore public company limited by shares. As a result, the rights of holders of our Ordinary Shares will be governed by Singapore law and our Constitution, and the rights of Members under Singapore law may differ from the rights of shareholders of companies incorporated in other jurisdictions. Our Board of Directors and some of the named experts referred to in this prospectus are not residents of the United States, and a substantial portion of our assets are located outside the United States. As a result, it may be difficult for you to:
• | Effect service of process within the United States upon our non-U.S. resident directors or on us; |
• | Enforce in U.S. courts judgments obtained against our non-U.S. resident directors or us in U.S. courts in any action, including actions under the civil liability provisions of U.S. securities laws; |
• | Enforce in U.S. courts judgments obtained against our non-U.S. resident directors or us in courts of jurisdictions outside the United States in any action, including actions under the civil liability provisions of U.S. securities laws; or |
• | Bring an original action in a Singapore court to enforce liabilities against our non-U.S. resident directors or us based solely upon U.S. securities laws. |
Our Constitution contains an exclusive jurisdiction provision which designates the courts of Singapore as the exclusive forum for any disputes arising concerning the Singapore Companies Act and/or the Constitution, including any question regarding the existence and scope of any regulation in the Constitution and/or whether there has been a breach of the Singapore Companies Act or the Constitution by an officer or director (whether or not such claim is brought in the name of a Member or in the name of the Company). Our Constitution also provides that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act or the Exchange Act.
Whether courts in Singapore will enforce judgments obtained in other jurisdictions, including the United States, against us or our directors or officers under the securities laws of those jurisdictions or entertain actions in Singapore against us or our directors or officers under the securities laws of other jurisdictions, is dependent on several factors and the circumstances of the matter.
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Save for matters relating to taxation matters under Singapore Law which will be passed upon for us by OC Queen Street LLC, validity of the Ordinary Shares, preference shares and certain other matters of Singapore law will be passed upon for us by Shook Lin & Bok LLP, our special Singapore counsel. Certain matters of U.S. federal and New York state law will be passed upon for us by Vedder Price P.C.
The consolidated financial statements of Hafnia Limited as of December 31, 2024 and 2023, and for each of the years in the three-year period ended December 31, 2024, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
We have filed with the SEC a registration statement (including amendments and exhibits to the registration statement) on Form F-3 under the Securities Act. This prospectus is a part of the registration statement and does not contain all of the information in the registration statement and the exhibits and schedules filed as part of the registration statement. Whenever a reference is made in this Registration Statement to a contract or other document of ours, please be aware that the reference is only a summary and that you should refer to the exhibits that are a part of the registration statement for a copy of the contract or other document. You may review a copy of the registration statement through the SEC’s Internet site.
We are subject to the reporting requirements of the Exchange Act. Accordingly, we are required to file and furnish reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. The SEC maintains a website that contains reports and other information regarding issuers, like us, that file electronically with the SEC. The address of the website is www.sec.gov. The information on our website (www.hafniabw.com), other than our SEC filings, is not, and should not be, considered part of this prospectus and is not incorporated by reference into this document.
As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
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The SEC allows us to “incorporate by reference” information that we file with it. This means that we can disclose important information to you by referring you to those filed documents. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC prior to the termination of this offering will also be considered to be part of this prospectus and will automatically update and supersede previously filed information, including information contained in this document.
We incorporate by reference into this prospectus the information contained in the documents listed below and any future filings made by us with the SEC under Section 13(a), 13(c) or 15(d) of the Exchange Act, except for information “furnished” to the SEC which is not deemed filed and not incorporated by reference into this prospectus (unless otherwise indicated below), until the termination of the offering of securities described in the applicable prospectus supplement:
• | the Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed on April 30, 2025; and |
• | the Form 6-K including the Company’s first quarter results filed on May 15, 2025. |
We also incorporate by reference any future annual reports on Form 20-F we file with the SEC under the Exchange Act after the date of this prospectus and prior to the termination of the offering of securities by means of this prospectus, and any future reports of foreign private issuer on Form 6-K we furnish with the SEC during such period that are identified in such reports as being incorporated by reference in this prospectus.
Any statement contained in a previously filed document is deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in a subsequently filed document incorporated by reference herein modifies or supersedes the statement, and any statement contained in this prospectus is deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in a subsequently filed document incorporated by reference herein modifies or supersedes the statement.
We will provide, without charge, to each person to whom a copy of this prospectus is delivered, including any beneficial owner, upon the written or oral request of such person, a copy of any or all of the documents incorporated by reference herein, including exhibits. Requests should be directed to:
Hafnia Limited
10 Pasir Panjang Road, #18-01
Mapletree Business City
Singapore 117438.
Tel: +65 6434 3770
For other ways to obtain a copy of these filings, please refer to “Where You Can Find More Information” above.
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Hafnia Limited
Ordinary Shares
Preference Shares
Warrants
Purchase Contracts
Rights
Units
PROSPECTUS
May 29, 2025
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. | Indemnification of Directors and Officers |
Section 172 of the Singapore Companies Act provides that any provision that purports to exempt an officer of the Company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the Company is void.
Any provision by which the Company directly or indirectly provides an indemnity (to any extent) for an officer of the Company against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the Company is void.
The Company may however purchase and maintain for an officer of the Company insurance against any such liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the Company.
The Company may also indemnify such officer against liability incurred by the officer to a person other than the Company except when the indemnity is against (i) any liability of the officer to pay a fine in criminal proceedings or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or (ii) any liability incurred by the officer (1) in defending criminal proceedings in which he is convicted, (2) in defending civil proceedings brought by the Company or a related company of the Company in which judgment is given against him or (3) in connection with an application for relief under specified sections of the Singapore Companies Act in which the relevant court refuses to grant him relief.
Provision 50 of our Constitution, provides as follows:
50. | Indemnification and Exculpation of Directors and Officers |
50.1 | The directors, secretary and other officers (such term to include any person appointed to any committee by the Board of Directors) acting in relation to any of the affairs of the Company or any subsidiary thereof and the liquidator or trustees (if any) acting in relation to any of the affairs of the Company or any subsidiary thereof and every one of them (whether for the time being or formerly), and their heirs, executors and administrators (each of which an “indemnified party”), shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and no indemnified party shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for deficiency of title to any property acquired by order of the Board of Directors for or on behalf of the Company, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any monies, securities or effects shall be deposited or left or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, PROVIDED THAT this indemnity shall not extend to any matter in respect of any negligence, default, breach of duty, breach of trust, fraud or dishonesty in relation to the Company which may attach to any of the indemnified parties. Each Member agrees to waive any claim or right of action such Member might have, whether individually or by or in the right of the Company, against any director or officer on account of any action taken by such director or officer, or the failure of such director or officer to take any action in the performance of his duties with or for the Company or any subsidiary thereof, including to the maximum extent possible under applicable law any liability arising from or in connection with a responsibility statement signed by any director or officer in relation to a prospectus, registration statement or similar document, PROVIDED THAT such waiver shall not extend to any matter in respect of any negligence, default, breach of duty, breach of trust, fraud or dishonesty in relation to the Company which may attach to such director or officer. |
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50.2 | The Company may purchase and maintain insurance for the benefit of any director or officer against any liability incurred by him under the Singapore Companies Act in his capacity as a director or officer or indemnifying such director or officer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the director or officer may be guilty, in relation to the Company or any subsidiary thereof, except when the indemnity is against — |
(a) | any liability of the officer to pay — |
(i) | a fine in criminal proceedings; or |
(ii) | a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or |
(b) | any liability incurred by the officer — |
(i) | in defending criminal proceedings in which he or she is convicted; |
(ii) | in defending civil proceedings brought by the Company or any subsidiary thereof in which judgment is given against him or her; or |
(iii) | in connection with an application for relief in which the court refuses to grant him or her relief. |
50.3 | The Company may advance moneys to a director or officer for the costs, charges and expenses incurred by the director or officer in defending any civil or criminal proceedings against him, on condition that the director or officer shall repay the advance if any allegation of fraud or dishonesty in relation to the Company is proved against him. |
Item 9. | Exhibits |
(a) | Exhibits |
The following documents are filed as part of this registration statement:
EXHIBIT INDEX
Exhibit No. | Description | ||
1.1 | Form of Underwriting Agreement* | ||
4.1 | Form of Warrant* | ||
4.2 | Form of Purchase Contract* | ||
4.3 | Form of Rights Agreement* | ||
4.4 | Form of Unit Agreement* | ||
Opinion of Shook Lin & Bok LLP, Singapore counsel to the Company as to the validity of the Ordinary Shares and preference shares** | |||
Opinion of Vedder Price P.C., United States and New York counsel to the Company** | |||
Opinion of OC Queen Street LLC, Singapore counsel to the Company with respect to certain Singapore tax matters** | |||
Opinion of Vedder Price P.C., United States counsel to the Company with respect to certain United States tax matters** | |||
23.1 | Consent of Shook Lin & Bok LLP (included in Exhibit 5.1)** | ||
23.2 | Consent of Vedder Price P.C. (included in Exhibit 5.2 and Exhibit 8.2)** | ||
23.3 | Consent of OC Queen Street LLC (included in Exhibit 8.1)** | ||
Consent of KPMG LLP** | |||
Power of Attorney (contained in signature page)** | |||
Filing Fee Table** | |||
* | To be filed by amendment. |
** | Filed herewith. |
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Item 10. | Undertakings |
The undersigned registrant hereby undertakes:
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(a) | To include any prospectus required by section 10(a)(3) of the Securities Act; |
(b) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(c) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement, |
provided, however, that the undertakings set forth in paragraphs (1)(a), (1)(b) and (1)(c) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act, as amended, that are incorporated by reference in this registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20- F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to Section 10(a)(4) of the Securities Act and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Item 8.A of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the Form F-3. |
(5) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
(i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and |
(ii) | Each prospectus required to be filed pursuant to Rule 424 (b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act, shall be deemed to be part of and included in the registration statement as of the earlier of the date such prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be |
II-3
deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(6) | That, for the purpose of determining any liability under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(7) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(8) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants, the registrants have been advised that, in the opinion of the SEC, such indemnification is against public policy and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
(9) | The undersigned registrant hereby undertakes that: |
(i) | For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
(ii) | For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
II-4
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore, on May 29, 2025.
HAFNIA LIMITED | ||||||
By: | /s/ Mikael Skov | |||||
Name: Mikael Skov | ||||||
Title: Chief Executive Officer | ||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Mikael Øpstun Skov and Petrus Wouter Van Echtelt, singly (with full power to act alone) as his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to take all acts and to execute any and all instruments and sign any and all amendments (including post-effective amendments) which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act, and any rules, regulations and requirements of the SEC thereunder, including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to this Registration Statement, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related registration statement filed pursuant to Rule 462(b) under the Securities Act and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-facts and agents or either of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Position | Date | ||||||||
/s/ Mikael Øpstun Skov | Chief Executive Officer (Principal Executive Officer) | May 29, 2025 | ||||||||
Mikael Øpstun Skov | ||||||||||
/s/ Petrus Wouter Van Echtelt | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | May 29, 2025 | ||||||||
Petrus Wouter Van Echtelt | ||||||||||
/s/ Andreas Sohmen-Pao | Chairman and Director | May 29, 2025 | ||||||||
Andreas Sohmen-Pao | ||||||||||
/s/ Emily Tan | Director | May 29, 2025 | ||||||||
Emily Tan | ||||||||||
/s/ Peter Read | Director | May 29, 2025 | ||||||||
Peter Read | ||||||||||
/s/ John Ridgway | Director | May 29, 2025 | ||||||||
John Ridgway | ||||||||||
/s/ Su Yin Anand | Director | May 29, 2025 | ||||||||
Su Yin Anand | ||||||||||
II-5
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Hafnia Limited, has signed this Registration Statement in New Castle County, Delaware, on May 29, 2025.
Hafnia US, LLC | ||||||
By: | /s/ Petrus Wouter Van Echtelt | |||||
Name: Petrus Wouter Van Echtelt | ||||||
Title: Authorized Representative | ||||||
II-6
Exhibit 5.1
 |
|
Writer’s Name:
|
Teo Mae Shaan / Serene Yeo
|
Tel:
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+65 6439 4850 / +65 6439 4851
|
|
|
Secretary:
|
Geena Ko / Natalie Phay
|
|||
|
Our ref:
|
TMS/SYE/2242893
|
E-Mail:
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maeshaan.teo@shooklin.com
|
|
|
Your ref:
|
serene.yeo@shooklin.com
|
|||
|
By Email
|
||||
29 May 2025
Hafnia Limited
10 Pasir Panjang Road
#18-01
Mapletree Business City
Singapore 117438
Attention: Board of Directors of Hafnia Limited
Dear Sirs, Mdm
HAFNIA LIMITED (THE “COMPANY”) – REGISTRATION STATEMENT ON FORM F-3 OF THE COMPANY
| 1. |
INTRODUCTION
|
| 1.1 |
At your request, we have examined the Registration Statement on Form F-3 (excluding all exhibits thereto) (the “Registration Statement”) to be filed by the Company with the Securities and Exchange
Commission (the “Commission”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”) of, inter alia, (i) the offer and sale from time to time in one or more offerings by the Company of an indeterminate number of ordinary shares of the Company (the “Ordinary
Shares”); (ii) the offer and sale from time to time in one or more offerings by the Company of an indeterminate number of preference shares of the Company (the “Preference Shares” and together
with the Ordinary Shares, the “Shares”); and (iii) the offer and sale of Ordinary Shares held by selling shareholders to be named in an applicable prospectus supplement.
|
| 1.2 |
We have taken instructions solely from the Company and this opinion is being rendered solely to the Company in connection with the filing of the Registration Statement.
|
| 2. |
DOCUMENTS
|
| 2.1 |
For the purposes of this opinion, we have examined and relied upon the following documents (the “Opinion Documents”):
|
| (a) |
an electronic copy of the Registration Statement;
|
| (b) |
copies of the following documents in relation to the Company:
|
| (i) |
the certificate of registration of the Company dated 1 October 2024 issued by the Accounting and Corporate Regulatory Authority of Singapore (“ACRA”);
|
| (ii) |
the constitution of the Company (the “Constitution”);
|
|
Shook Lin & Bok LLP
|
旭龄及穆律师事务所
|
|
1
|
Robinson Road #18-00 AIA Tower Singapore 048542 Tel: +65 6535 1944 Fax: +65 6535 8577 Email: slb@shooklin.com Website: www.shooklin.com
|
Shook Lin & Bok LLP (Unique Entity No. T07LL0924K) is registered in Singapore under the Limited Liability Partnerships Act 2008 with limited liability.
THE INFORMATION CONTAINED IN THIS TRANSMISSION IS CONFIDENTIAL AND ONLY FOR THE INTENDED RECIPIENT IDENTIFIED ABOVE. IF YOU ARE NOT THE INTENDED RECIPIENT, YOU ARE HEREBY NOTIFIED
THAT ANY DISSEMINATION OR USE OF THIS COMMUNICATION IS PROHIBITED. IF YOU HAVE RECEIVED THIS TRANSMISSION IN ERROR, PLEASE IMMEDIATELY NOTIFY US BY TELEPHONE, RETURN THE ORIGINAL MESSAGE TO US, AND RETAIN NO COPY.
|
|
| (iii) |
register of members of the Company as of 19 May 2025; and
|
| (iv) |
the minutes of the extraordinary general meeting of the Company held on 14 May 2025 (the “AGM Minutes”), and
|
| (c) |
such other documents as we have considered necessary to the rendering of this opinion.
|
| 2.2 |
We have not examined any documents other than those set out in paragraph 2.1 of this opinion. Save as expressly provided in paragraph 4 of this opinion, we express no opinion whatsoever with respect to any agreement or document, including
the Opinion Documents.
|
| 3. |
ASSUMPTIONS
|
In rendering this opinion, we have assumed the following:
| 3.1 |
the genuineness of all signatures (including electronic signatures) and seals therein, and the due execution and validity of each Opinion Document;
|
| 3.2 |
the authenticity, correctness, accuracy and completeness of all documents and records (including the Opinion Documents) and that the same (where applicable) were properly and duly passed without defect and remain in full force and effect
and copies of such documents and records are true, complete and up-to-date copies, and none of such documents and records have been amended, modified, supplemented, revoked, superseded or rescinded and there is no circumstance, matter or
action taken which may affect the validity or regularity of, or the information disclosed in, such documents and records;
|
| 3.3 |
searches of, inter alia, the public records of the Company and cause books available at the Bermuda and Singapore courts would not reveal any results available, each as if performed on the relevant
date(s) including the date of this opinion and issuance of the Shares;
|
| 3.4 |
that the Company was duly incorporated and validly existing
under the laws of Bermuda prior to 1 October 2024 and all the ordinary shares of the Company issued on or prior to 1 October 2024 were validly issued, fully paid and non-assessable and by virtue of Part 10A of the Companies Act 1967 of
Singapore (the “Companies Act”), are ordinary shares of the Company that are validly issued, fully paid and non-assessable with effect from 1 October 2024;
|
| 3.5 |
in connection with any future allotment and issuance of Shares and by the relevant times stipulated in the Companies Act, the Constitution or any other applicable laws:
|
| (a) |
the Company had duly obtained the necessary corporate approvals, authorisations and waivers (if any) for such allotment and issuance including resolutions from the board of directors of the Company and the mandate from its shareholders
pursuant to Section 161 of the Companies Act (the “Share Issue Mandate”) and that such approvals, authorisations and waivers, including the Share Issue Mandate, remained in full force and effect and did
not expire in accordance with its terms (and if expired, was validly renewed or passed immediately upon its expiry so that such approvals, authorisations and waivers continue in full force and effect) nor been revoked or varied by the Company
in a general meeting;
|
| (b) |
with respect to each issuance of Preference Shares, the rights of the holders of the Preference Shares are set out in the Constitution and the Company had duly obtained the necessary corporate approvals for such rights to be set out in the
Constitution and that such approvals remained in full force and effect;
|
Page 2
|
|
| (c) |
all necessary filings and lodgements had been duly made with the Accounting and Corporate Authority of Singapore (“ACRA”);
|
| (d) |
all the books, registers and corporate records of the Company had been duly updated and the relevant share certificates duly issued by the Company; and
|
| (e) |
full and valid consideration had been duly paid for such Shares,
|
each in compliance with the provisions of the Companies Act, the Constitution and any other applicable laws;
| 3.6 |
at each time of issuance and/or sale of the Shares, the Company was and will be solvent, existing and in good standing under the laws of Singapore with the requisite capacity, power and authority to issue and/or sell the Shares;
|
| 3.7 |
there is no foreign law (as to which we have made no independent investigation) which would be contravened by the entry into or the transactions contemplated under the Registration Statement, nor is there any foreign law that is relevant
to, would affect or have any implications on the opinions expressed, or conclusions stated in this opinion, and none of the opinions expressed in paragraph 4 would be affected by any law or public policy of any jurisdiction outside Singapore,
and insofar as the laws of any jurisdiction outside Singapore may be relevant, such laws have been or will be complied with;
|
| 3.8 |
that the Registration Statement does not, nor would any of the transactions contemplated thereunder constitutes or will constitute a sham; and
|
| 3.9 |
where a document has been submitted to us in draft form, it will be executed in the form of that draft.
|
| 4. |
OPINION
|
| 4.1 |
On the basis of our examination of the Opinion Documents and subject to the assumptions and qualifications set out in this opinion and any matter not disclosed to us, we are of the opinion that, in so far as the laws of Singapore are
concerned:
|
| (a) |
the Ordinary Shares which are issued as at the date of this opinion, are validly issued, fully paid and non-assessable;
|
| (b) |
the Shares which are to be issued following the date of this opinion, assuming the allotment and issuance of such Shares are carried out in accordance with the terms as authorised by the Company, will be, when issued, validly issued, fully
paid and non-assessable.
|
| 4.2 |
For the purposes of this opinion, we have assumed that the term “non-assessable” in relation to Shares offered means under Singapore laws that holders of such Shares, having fully paid up all amounts due on such Shares including as to the
issue price thereon, are under no further personal liability to contribute to the assets or liabilities of the Company in their capacities purely as holders of such Shares.
|
Page 3
|
|
| 5. |
QUALIFICATIONS
|
This opinion is subject to the following qualifications:
| 5.1 |
we hold ourselves out as only having legal expertise, and our statements in this letter are made, only to the extent that a law firm practising Singapore law in Singapore having our role in connection with the Registration Statement, would
reasonably be expected to have become aware of relevant facts and/or to have identified the implications of those facts;
|
| 5.2 |
we have made no investigation of, and do not express or imply any views or opinion on, the laws of any jurisdiction outside Singapore, and in particular, we give no advice regarding the application or content of the federal law of the
United States or the laws of any state within the United States. In respect of the Registration Statement, we have assumed due compliance with all matters concerning the laws of all other jurisdictions other than Singapore (in respect of the
matters which we have opined on in this opinion);
|
| 5.3 |
we express no opinion as to, and have not investigated or verified the validity, accuracy or completeness of, the facts and information, including any statements of foreign law, or the reasonableness of any assumptions, statements of
opinion or intention, contained in the Opinion Documents nor have we attempted to determine whether any material fact has been omitted from such documents or whether particular events have in fact occurred. With respect to matters of fact
material to this opinion, we have relied on the statements of the responsible officers of the Company;
|
| 5.4 |
this opinion is strictly limited to matters stated in paragraph 4 of this opinion and is not to be read or construed as extending (by implication or otherwise) to any other matter or document, regardless of whether such matter or document
is in connection with, or referred to, contemplated by or incorporated by reference in, the Registration Statement and/or the Opinion Documents; and
|
| 5.5 |
where searches on publicly available records are carried out, the records disclosed by such searches may not be complete or up to date. Any search conducted is at a fixed point of time and will not reveal information filed with the
relevant public registers immediately prior to or after that date or not entered on the register. The accuracy of the searches is subject to such qualifications and disclaimers as the relevant provider of the search engine or database (as the
case may be) may specify and there may also be errors in the publicly available records.
|
| 6. |
GENERAL
|
| 6.1 |
Subject to assumptions and qualifications in this opinion, we consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration
Statement and any amendments or supplements thereto. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations
promulgated thereunder. Further, save for the use of this opinion as an exhibit to the Registration Statement, this opinion is not to be circulated to, or relied upon by, any other person (other than persons entitled to rely on it pursuant to
the provisions of the Securities Act) or quoted or referred to in any public document or filed with any governmental body or agency, without our prior written consent.
|
| 6.2 |
This opinion is limited to the laws of Singapore in force as at the date of this opinion and is given on the basis that it will be governed by and construed in accordance with the laws of Singapore. We undertake no responsibility to update
this opinion to reflect, or notify any addressee of this opinion or any other person of, any legal or legislative developments or other changes to law or fact arising after the date of this opinion or from the discovery subsequent to the date
of this opinion of information not previously known to us pertaining to the events occurring on or prior to the date of this opinion. Our opinion is given only with respect to matters of law and we necessarily do not opine on matters of fact.
|
|
Yours faithfully
|
|
/s/ Shook Link & Bok LLP
|
|
Shook Lin & Bok LLP
|
Page 4
Exhibit 5.2
 |
Chicago
New York
Washington, DC
London
San Francisco
Los Angeles
Singapore
Dallas
Miami
vedderprice.com
|
May 29, 2025
Hafnia Limited
10 Pasir Panjang Road, #18-01
Singapore 117438
|
Re:
|
Securities Being Registered under Registration Statement on Form F-3
|
Ladies and Gentlemen
We have acted as counsel to Hafnia Limited, a company organized under the laws of Singapore (the “Company”), in connection with the Company’s registration statement on Form F-3 (the “Registration Statement”), as filed with the U.S.
Securities and Exchange Commission (the “Commission”) and as thereafter amended or supplemented, relating to the registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of an indeterminate number of the
Company’s securities, which may include the Company’s ordinary shares (the “Ordinary Shares”), the Company’s preference shares (the “Preference Shares”), warrants to purchase the Company’s securities (the “Warrants”), purchase
contracts to purchase the Company’s securities (the “Purchase Contracts”), rights to purchase the Company’s securities (the “Rights”) and units comprised of any of the foregoing securities (the “Units”).
We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the prospectus of the Company included in the Registration Statement (the “Prospectus”) and (iii) such
corporate documents and records of the Company and such other instruments, certificates and documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In such examinations, we have assumed the authenticity
of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed, the genuineness of all signatures and the legal competence or capacity of persons or
entities to complete the execution of documents. As to various questions of fact that are material to the opinions hereinafter expressed, we have relied upon statements or certificates of public officials, directors and officers of the Company and
others.
For purposes of the opinions set forth below, without limiting any other exceptions or qualifications set forth herein, we have assumed that (i) the Ordinary Shares and Preference Shares, when offered and sold, will be validly issued by the
Company and fully paid and nonassessable and (ii) each of the warrant agreements, purchase contract agreements, rights agreements, unit agreements and other agreements governing the Warrants, Purchase Contracts, Rights and Units, as applicable,
offered pursuant to the Registration Statement will be governed by the internal law of the State of New York. This opinion is limited to the laws of the State of New York as in effect on the date hereof.
|
1401 New Jersey Ave NW, Ste 500 | Washington, DC 20005 | T +1 202 312 3320 | F +1 202 312 332
|
|
Vedder Price P.C. is affiliated with Vedder Price LLP, which operates in England and Wales, Vedder Price (CA), LLP, which operates in California, and Vedder Price Pte. Ltd., which operates in
Singapore.
|
May 29, 2025
Page 2
Based upon and subject to the foregoing, and having regard to such other legal considerations which we deem relevant, we are of the opinion that under the laws of the State of New York:
| 1. |
With respect to the Warrants, Rights and Purchase Contracts (together the “Subscription Securities”), when (i) the Company has taken all necessary action to approve the issuance and terms of such Subscription Securities, the terms
of the offering and related matters, and (ii) the Subscription Securities have been issued, executed and delivered in accordance with the terms of the applicable warrant agreement, rights contract, purchase agreement or similar agreement
approved by the Company and as contemplated in the Prospectus or prospectus supplement related thereto, and upon payment of the consideration therefor, if any, provided for therein and in any applicable definitive purchase agreement,
underwriting agreement or similar agreement approved by the Company, then the Subscription Securities will constitute valid and legally binding obligations of the Company in accordance with their terms, except as the enforcement thereof (i)
may be limited by any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, fraudulent obligation, moratorium or other similar laws affecting generally the enforceability of creditors’ rights and
remedies or the collection of debtor’s obligations from time to time in effect, and (ii) is subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law, including the
application of principles of good faith, fair dealing, course of dealing, course of performance, commercial reasonableness, materiality, unconscionability and conflict with public policy and other similar principles; or other law relating to
or affecting creditors’ rights generally and general principles of equity (the “Enforceability Exceptions”).
|
| 2. |
With respect to the Units, when (i) the Company has taken all necessary action to approve the applicable Unit agreement and the issuance of the Units and any Warrants, Rights and Purchase Contracts to be issued as part of the Units (“Underlying
Securities”), the terms of the offering thereof and related matters and (ii) the Units and Underlying Securities have been issued and delivered in accordance with the terms of the applicable agreement(s) approved by the Company
and as contemplated in the Prospectus or prospectus supplement related thereto, and upon payment of the consideration thereof or provided for therein, then the Units and the Underlying Securities will constitute valid and legally binding
obligations of the Company in accordance with their terms, subject to the Enforceability Exceptions.
|
To Hafnia Limited
May 29, 2025
Page 3
We hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement, without admitting we are “experts” within the meaning of the Securities Act or the rules and regulations of the Commission promulgated thereunder with respect to any part of the Registration Statement.
| Very truly yours, |
| /s/ VEDDER PRICE P.C. |
|
|
| VEDDER PRICE P.C. |
Exhibit 8.1
|
PRIVILEGED AND CONFIDENTIAL
29 May 2025 |
 |
BY EMAIL
Hafnia Limited
10 Pasir Panjang Road
#18-01
Mapletree Business City
Singapore 117438
Our Reference: 2025 0020
Dear Sir or Madam
HAFNIA LIMITED – MATERIAL SINGAPORE TAX CONSIDERATIONS
| 1. |
We have acted as Singapore adviser on matters of Singapore tax laws to Hafnia Limited (the “Company”), a Singapore public company limited by shares, in connection with the filing of the Company’s
annual report for the fiscal year ended December 31, 2024 as set forth in the Form 20F (the “Annual Report”) with the United States Securities and Exchange Commission (“SEC”) under the Securities
Exchange Act of 1934, as amended (the “Securities Exchange Act”).
|
| 2. |
You have requested our opinion concerning the statements in the Annual Report under the section “Singapore Tax Considerations”, comprising the subsections “Income Taxation Under Singapore Law”, “Stamp Duty”, “Goods and Services Tax” and
“Tax Treaties Regarding Withholding Taxes” as set out in the Appendix.
|
| 3. |
This opinion is limited to the laws of Singapore. We have made no investigation of, and express no opinion as to, the laws of any jurisdiction outside Singapore, and in particular, we give no advice regarding the application or content of
the federal law of the United States or the laws of any state within the United States.
|
| 4. |
Based upon the foregoing examinations and the assumptions and qualifications set out below and having regard to legal considerations which we consider relevant, and under the laws of Singapore, as at the date
hereof, we are of the opinion that the statements set forth in the Annual Report under the section “Singapore Tax Considerations” insofar as they constitute statement of Singapore tax laws, are true and accurate in all material respects and
that such statements constitute our opinion.
|
| 5. |
The foregoing opinions are given based on the following assumptions which we have assumed without independent investigations:
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| (a) |
All factual information stated or given in the Annual Report is true and accurate, and properly reflect the intention of all parties, and all opinions expressed therein (other than the opinions with respect to Singapore laws which are
covered under this opinion) are bona fide and honestly held and were reached after due consideration; in particular but without limitation, we have not concerned ourselves with confirming any representations or warranties of the Company in
the Annual Report (if any) and we have not been responsible for investigating or verifying the correctness of any facts contained therein;
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General Line: +65 6350 4380
OC Queen Street LLC is a Singapore Law Practice with limited liability (Company Registration: 201618305M) (“LLC”).
The LLC is an independently owned and managed Singapore Law Practice and is also a member of Osborne Clarke’s international legal practice.
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PRIVILEGED AND CONFIDENTIAL
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| (b) |
All factual information provided to us by the Company and/or its representatives with respect to matters opined on herein is true and correct; and
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| (c) |
There are no documents or information other than those disclosed to us, which relate to any of the matters on which we are opining.
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| 6. |
The opinions expressed above are subject to the following qualifications:
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| (a) |
We are opining herein as to the effect on the subject transaction only of the tax laws in Singapore as at the date of this opinion and as such laws have, to date, been interpreted in published decisions of the courts of Singapore;
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| (b) |
We express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction. In particular, we give no advice regarding the application or content of the federal law of the United States or
the laws of any state within the United States; and
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| (c) |
We have made no investigations into, and do not express or imply any views on, the laws of any country other than Singapore or on any non-legal regulation or standard such as but not limited to accounting, financial or technical rules or
standards.
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| 7. |
For the avoidance of doubt, we do not assume responsibility for updating this opinion as of any date subsequent to the date of this opinion, and assume no responsibility for advising you of any changes with respect to any matters described
in this opinion that may occur subsequent to the date of this opinion or from the discovery subsequent to the date of this opinion of information not previously known to us pertaining to the events occurring on or prior to the date of this
opinion. This opinion is strictly limited to the matters stated in it and does not apply by implication to other matters.
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| 8. |
This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein. Subject to assumptions and qualifications in this opinion, we consent to the use of
our opinion as herein set forth as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement and any amendments or supplements thereto. In giving such consent, we do not hereby
admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations promulgated thereunder. Further, save for the use of this opinion as an exhibit to the Registration
Statement, this opinion is not to be circulated to, or relied upon by, any other person (other than persons entitled to rely on it pursuant to the provisions of the Securities Act) or quoted or referred to in any public document or filed with
any governmental body or agency, without our prior written consent.
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| 9. |
This opinion shall be construed in accordance with the laws of Singapore.
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Yours faithfully,
/s/ OC QUEEN STREET LLC
OC QUEEN STREET LLC
irving.aw@ocqueenstreet.com
2
APPENDIX
Singapore Tax Considerations
| 1. |
The following discussion is a summary of material Singapore income tax, goods and services tax (“GST”), and stamp duty considerations relevant to the purchase, ownership, and disposition of our ordinary shares by an investor who is not tax
resident or domiciled in Singapore and who does not carry on business or otherwise have a presence in Singapore. The statements made herein regarding taxation are general in nature and based on certain aspects of the current tax laws of
Singapore and administrative guidelines issued by the relevant authorities in force as of the date hereof and are subject to any changes in such laws or administrative guidelines, or in the interpretation of those laws or guidelines,
occurring after such date, which changes could be made on a retroactive basis. The statements made herein do not describe all of the tax considerations that may be relevant to all our shareholders, some of which (such as dealers in
securities) may be subject to different rules. The statements are not intended to be and do not constitute legal or tax advice and no assurance can be given that courts or fiscal authorities responsible for the administration of such laws
will agree with the interpretation adopted herein. Each prospective investor should consult an independent tax advisor regarding all Singapore income tax and other tax consequences applicable to them from owning or disposing of our ordinary
shares in light of the investor’s particular circumstances. The statements below are based upon the assumption that we are tax resident in Singapore for Singapore income tax purposes after the Redomiciliation and that we (including our
subsidiaries) do not own any Singapore residential properties. It is emphasized that neither we nor any other person involved in this document accepts responsibility for any tax effects or liabilities resulting from the acquisition, holding
or disposal of our shares.
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| 2. |
Income Taxation Under Singapore Law
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Dividend Distributions with Respect to Ordinary Shares
| 2.1 |
We are registered and tax resident in Singapore. Under the one-tier corporate tax system, dividends paid by a Singapore tax resident company will be exempt from Singapore tax in the hands of a shareholder, whether or not the shareholder is
an individual or a company, and whether or not the shareholder is a Singapore tax resident. Singapore does not impose withholding tax on dividend distributions.
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Capital Gains upon Disposition of Ordinary Shares
| 2.2 |
Under current Singapore tax law, there is generally no tax on capital gains while gains of an income nature would be subject to tax at the prevailing income tax rate. As such, any profits from the disposal of our ordinary shares would not
ordinarily (where such decision to transact would have been made in Singapore) be taxable in Singapore unless the profits are deemed to be income in nature. However, there are no specific laws or regulations which deal with the
characterization of whether a gain is income or capital in nature. If the decision to transact can be construed as having been made in Singapore and the gains from the disposal of ordinary shares can be construed to be of an income nature
(the Inland Revenue Authority of Singapore (“IRAS”) would look at various factors such as the motive, the holding period, the frequency of transactions, the nature of the subject matter, the circumstances of realization, the mode of financing
and other factors to determine the nature of the trade), the disposal profits would be taxable as income rather than capital gains. Such gains, even if they do not arise from an activity in the ordinary course of trade or business or from an
ordinary incident of some other business activity, may also be considered gains or profits of an income nature if the investor had the intention or purpose of making a profit at the time of acquisition of the shares. As the circumstances of
each prospective investor will vary from one another, each prospective investor should consult an independent tax advisor on the Singapore income tax and other tax consequences that will apply to their individual circumstances.
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3
| 2.3 |
Subject to certain conditions being satisfied, gains derived by a company from the disposal of our ordinary shares between the period of June 1, 2012 and December 31, 2027 (inclusive of both dates) will not be subject to Singapore income
tax under section 13W of the Singapore Income Tax Act 1947, if the divesting company holds a minimum shareholding of 20% of our ordinary shares and these shares have been held for a continuous minimum period of 24 months. This temporary safe
harbour rule is only applicable if the divesting company, at the time of lodgment of its income tax return in Singapore relating to the period in which the disposal of ordinary shares occurred, provides such information and documentation as
may be specified by the IRAS. The Singapore Minister for Finance has announced in Budget 2025 that, inter alia, the temporary safe harbour rule will be made permanent by removing the sunset date of December 31, 2027, and that the assessment
of the shareholding threshold condition will be allowed to be done “on a group basis” for disposal gains derived on or after January 1, 2026.
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| 2.4 |
In addition, pursuant to section 34A or 34AA of the Singapore Income Tax Act 1947, shareholders that apply, or that are required to apply, the Financial Reporting Standard 39 (“FRS 39”), Financial Reporting Standard 109 (“FRS 109”) or Singapore Financial Reporting Standard (International) 9 (Financial Instruments) (“SFRS(I) 9”) (as the case may be), for the purposes of Singapore income
tax may be required to recognize unrealised gains or losses (not being gains or losses in the nature of capital) in accordance with the provisions of FRS 39, FRS 109 or SFRS(I) 9 (as modified by the applicable provisions of Singapore income
tax law) even though no sale or disposal of our ordinary shares has been made. Shareholders that may be subject to such tax treatment should consult their own accounting and tax advisors regarding the Singapore income tax consequences of
their acquisition, holding and disposal of our ordinary shares arising from the adoption of FRS 39, FRS 109, or SFRS(I) 9.
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| 2.5 |
Notwithstanding the above, foreign investors may potentially claim that gains from the disposition of our ordinary shares are not sourced or received in Singapore (so that such gains will not be subject to Singapore income tax) if: (i) the
foreign investor is not a tax resident in Singapore; (ii) the foreign investor does not maintain a permanent establishment in Singapore, to which the disposition gains may be effectively connected; and (iii) the entire process (including the
negotiation, deliberation, execution of the acquisition and sale, etc.) leading up to the actual acquisition and sale of our ordinary shares is performed outside of Singapore.
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Shipping Income
| 2.6 |
All our shipping income (excluding income from our Joint Ventures) accrues in Singapore, where we exercise strategic or commercial management over our international shipping activities. Therefore, we are impacted by Singapore income tax
legislation. In Singapore, we are currently subject to preferential tax treatment under the Maritime Sector Incentive-Shipping Enterprise (Singapore Registry of Ships) (“MSI-SRS”) scheme and the
Maritime Sector Incentive-Approved International Shipping Enterprise (“MSI-AIS”) award. Under the MSI-SRS scheme and MSI-AIS, income from international shipping operations is tax exempt. The MSI-SRS is
applicable so long as a company owns and/or operates Singapore flagged vessel(s) for international shipping operations, and requires no additional application or approval. Meanwhile, the MSI-AIS is a renewable award every ten years. Our
current ten-year period under the MSI-AIS award will expire on April 30, 2028 and we intend to apply for a further ten-year extension of the MSI-AIS award. Renewal of the MSI-AIS award is contingent on various factors where we will be
required to, for example, demonstrate a business plan on how our business can generate economic contributions in Singapore through business spending, employment and ensuring that our strategic or commercial management is in Singapore.
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4
Global Minimum Tax under Pillar Two
| 2.7 |
Singapore has implemented the Income Inclusion Rule (“IIR”) and the Domestic Top-up Tax (“DTT”) under Pillar Two of the OECD BEPS 2.0 initiative through the
enactment of the Multinational Enterprise (Minimum Tax) Act 2024. The IIR imposes a top-up tax on a relevant Singapore parent entity of a multinational enterprise (“MNE”) group with respect to its
ownership interests in a low-taxed constituent entity that has an effective tax rate (determined for the MNE group on a jurisdictional basis) that is below 15%. The DTT tops up the effective tax rate of in-scope MNE groups in respect of the
profits of their group entities that are operating in Singapore to 15%. Both the DTT and the IIR will apply to business profits of MNE groups with annual group revenue of at least €750 million, as reflected in the consolidated financial
statements of the ultimate parent entity, for financial years starting on or after January 1, 2025. The Singapore Ministry of Finance has reserved its position on the Undertaxed Profits Rule, and stated that this will be considered at a later
stage as it focuses on implementing the IIR and the DTT for the time being. We will be an in-scope MNE for 2025 and will be subject to IIR and DTT. However, as the majority of our profits arises from international shipping and international
shipping income and ancillary international shipping income are specifically excluded from the tax base, we do not envisage Pillar Two of the OECD BEPS 2.0 initiative to have a material impact on us.
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| 3. |
Stamp Duty
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| 3.1 |
Where shares evidenced in certificated form are transferred and an instrument of transfer is executed (whether physically or in the form of an electronic instrument) in Singapore or outside Singapore and which is received in Singapore,
Singapore stamp duty is payable on the instrument of transfer for the sale of our ordinary shares at the rate of 0.2% of the consideration for, or market value of, the transferred shares, whichever is higher. The Singapore stamp duty is borne
by the purchaser unless there is an agreement to the contrary. Where the instrument of transfer is executed outside of Singapore and is received in Singapore, Singapore stamp duty must be paid within 30 days of receipt of the instrument of
transfer in Singapore. Electronic instruments that are executed outside Singapore are treated as received in Singapore if: (a) it is retrieved or accessed by a person in Singapore; (b) an electronic copy of it is stored on a device (including
a computer) and brought into Singapore; or (c) an electronic copy of it is stored on a computer in Singapore. Where the instrument of transfer is executed in Singapore, Singapore stamp duty must be paid within 14 days of the execution of the
instrument of transfer.
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| 4. |
Goods and Services Tax
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| 4.1 |
The issuance or transfer of our ordinary shares to investors belonging in Singapore is exempt from Singapore GST, while such issuance or transfer to investors belonging outside Singapore is zero-rated (i.e., charged at 0%). Hence,
investors should not incur any GST on the subscription or subsequent transfer of our ordinary shares.
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| 4.2 |
The sale of our ordinary shares by a GST-registered investor belonging in Singapore for GST purposes to another person belonging in Singapore is an exempt supply. Any input GST incurred by the GST-registered investor in making the exempt
supply is generally not recoverable.
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| 4.3 |
Where our ordinary shares are sold by a GST-registered investor in the course of or furtherance of a business carried on by such investor contractually to and for the direct benefit of a person belonging outside Singapore, the sale should
generally, subject to satisfaction of certain conditions, be considered a zero-rated supply. Subject to the normal rules for input tax claims, any input GST incurred by the GST-registered investor in making such a supply in the course of or
furtherance of a business carried out by such investor may be fully recoverable.
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5
| 4.4 |
Each prospective investor should consult an independent tax advisor on the recoverability of input GST incurred on expenses in connection with the purchase and sale of our ordinary shares if applicable.
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| 4.5 |
Services consisting of arranging, brokering, underwriting, or advising on the issue, allotment or transfer of ownership of our ordinary shares rendered by a GST-registered person to an investor belonging in Singapore for GST purposes in
connection with the investor’s purchase, holding, or transfer of our ordinary shares will be subject to GST at the current standard rate of 9%. Similar services rendered by a GST-registered person contractually to and for the direct benefit
of an investor belonging outside Singapore should generally, subject to the satisfaction of certain conditions, be zero-rated (i.e., charged at 0% GST).
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| 5. |
Tax Treaties Regarding Withholding Taxes
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| 5.1 |
There is currently no comprehensive avoidance of double taxation agreement between the United States and Singapore which applies to withholding taxes on dividends or capital gains.
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6
Exhibit 8.2
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Chicago
New York
Washington, DC
London
San Francisco
Los Angeles
Singapore
Dallas
Miami
vedderprice.com
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May 29, 2025
Hafnia Limited
10 Pasir Panjang Road, #18-01
Singapore 117438
| Re: |
Securities Being Registered under Registration Statement on Form F-3
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Ladies and Gentlemen:
We have acted as counsel to Hafnia Limited, a company organized under the laws of Singapore (the “Company”), in connection with the Company’s registration statement on Form F-3 (the “Registration Statement”), as filed with the U.S.
Securities and Exchange Commission and as thereafter amended or supplemented, relating to the registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of an indeterminate number of the Company’s securities.
We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the prospectus of the Company included in the Registration Statement (the “Prospectus”) and (iii) such
corporate documents and records of the Company and such other instruments, certificates and documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In such examinations, we have assumed the
authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed, the genuineness of all signatures and the legal competence or
capacity of persons or entities to complete the execution of documents. As to various questions of fact that are material to the opinions hereinafter expressed, we have relied upon statements or certificates of public officials, directors and
officers of the Company and others.
Based upon and subject to the foregoing, and having regard to such other legal considerations which we deem relevant, we are of the opinion that, subject to the limitations and qualifications stated therein, the statements set forth in the
section entitled “Taxation” in the Registration Statement and in Item 10.E. of Form 20-F of the Company for the fiscal year ended December 31, 2024 (“Annual Report”), insofar as such statements state matters of United States federal income
tax law, are correct in all material respects.
Our opinions are based on the current provisions of the U.S. Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service, which may be cited or used as
precedents, and case law, any of which may be changed at any time with retroactive effect. No opinion is expressed on any matters other than those specifically referred to above by reference to the Annual Report.
We express no opinion as to the application or requirements of federal tax (except as expressly set forth above), state tax, local tax or non-U.S. tax in respect of the transactions contemplated by or referred to in the Registration Statement.
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1401 New York Avenue NW, Suite 500 | Washington, DC 20005 | T +1 202 312 3320 | F +1 202 312 3322
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Vedder Price P.C. is affiliated with Vedder Price LLP, which operates in England and Wales, Vedder Price (CA), LLP, which operates in California, Vedder Price Pte. Ltd., which operates in Singapore, and Vedder Price (FL) LLP, which
operates in Florida.
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Hafnia Limited
May 29, 2025
Page 2
We hereby consent to the filing of this opinion as Exhibit 8.2 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement, without admitting we are “experts” within the meaning
of the Securities Act or the rules and regulations of the Commission promulgated thereunder with respect to any part of the Registration Statement.
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Very truly yours,
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/s/ VEDDER PRICE P.C.
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VEDDER PRICE P.C.
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Exhibit 23.4
We consent to the use of our report dated April 30, 2025, with respect to the consolidated financial statements of Hafnia Limited, incorporated herein by reference and to the reference to our firm under the heading
“Experts” in the prospectus.
/s/ KPMG LLP
Singapore
May 29, 2025