6-K
Hafnia Ltd (HAFN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2024.
Commission File Number: 001-41893
HAFNIA LIMITED
c/o Inchona Services Limited
Washington Mall Phase 2, 4th Floor,
Suite 400, 22 Church Street, HM1189, Hamilton HM EX,
Bermuda
+1 441 295 3770
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☑ Form 40-F ☐
DOCUMENTS TO BE FURNISHED AS PART OF THIS FORM 6-K
| Exhibit Number | Exhibit Description |
|---|---|
| 99.1 | Press release of Hafnia Limited dated May 28, 2024 |
| 99.2 | Press release of Hafnia Limited dated May 28, 2024 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| HAFNIA LIMITED | ||
|---|---|---|
| By: | /s/ Petrus Wouter Van Echtelt | |
| Name: | Petrus Wouter Van Echtelt, | |
| Title: | Chief Financial Officer | |
| Date: May 28, 2024 |
Exhibit 99.1
HAFNIA LIMITED: Accelerated vesting of LTIP 2022 options and Share Lending Agreement
Singapore, 28 May 2024
In 2022, the board of directors of Hafnia Limited ("Hafnia", the "Company", OSE ticker code: "HAFNI", NYSE ticker code: “HAFN”) established a long-term incentive plan (the "LTIP 2022") for the senior management and key employees of the Company. As at 1 May 2024, there were in total 1,849,428 outstanding options under the LTIP 2022.
Following a three-year vesting period, the options under the LTIP 2022 will vest in March 2025. The Company’s remuneration committee has decided to grant accelerated vesting for all participants. Therefore, the options under the LTIP 2022 will vest on 30 May 2024. The options under the LTIP 2022 can be exercised until 2028.
In 2022, the board of directors of Company established a restricted share unit program (the “RSU Program”) for senior management and key employees of the Company. As at 1 May 2024, there were in total 462,357 outstanding restricted share units (“RSUs”) under the RSU Program.
Pursuant to the terms and conditions of the RSU Program, the restricted share units shall be settled by delivery of shares to the RSU recipients when they vest on 15 March 2025.
In order for the Company to be able to promptly deliver existing shares to employees exercising their vested options under the LTIP 2022 and to employees entitled to receive shares under the RSU Program, the Company has entered into a share lending agreement with BW Group Limited ("BW Group"), the largest shareholder of Hafnia and a close associate of the chairman of the Company, Andreas Sohmen-Pao, whereby BW Group will lend 2,311,785 shares in the Company to Hafnia. The borrowed shares will be redelivered by way of Hafnia issuing new shares to BW Group at a subscription price of USD 0.01 per share.
Following delivery of the borrowed shares, Hafnia will hold 2,351,785 treasury shares.
* * *
For further information, please contact:
Mikael Skov
CEO Hafnia Limited
+65 8533 8900
About Hafnia Limited:
Hafnia is one of the world's leading tanker owners, transporting oil, oil products and chemicals for major national and international oil companies, chemical companies, as well as trading and utility companies.
As owners and operators of over 200 vessels, we offer a fully integrated shipping platform, including technical management, commercial and chartering services, pool management, and a large-scale bunker desk. Hafnia has offices in Singapore, Copenhagen, Houston, and Dubai and currently employs over 4000 employees onshore and at sea.
Hafnia is part of the BW Group, an international shipping group involved in oil and gas transportation, floating gas infrastructure, environmental technologies, and deep-water production for over 80 years.
This information is subject to disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.
1
Exhibit 99.2
HAFNIA LIMITED: Mandatory notification of trade by close associate of primary insider
Singapore, 28 May 2024
Reference is made to the announcement by Hafnia Limited ("Hafnia", the "Company", OSE ticker code: "HAFNI", NYSE ticker code: “HAFN”) earlier today 28 May 2024, where the Company announced that it has entered into a share lending agreement with BW Group Limited ("BW Group"). BW Group, the largest shareholder of Hafnia and a close associate of the chairman of the Company, Andreas Sohmen-Pao, has yesterday on 27 May 2024 lent 2,311,785 shares in the Company to Hafnia pursuant to the abovementioned share lending agreement. The borrowed shares will be redelivered by way of Hafnia issuing new shares to BW Group at a subscription price of USD 0.01 per share.
Please refer to the attached notification of trading for further details.
* * *
For further information, please contact:
Mikael Skov
CEO Hafnia Limited
+65 8533 8900
About Hafnia Limited:
Hafnia is one of the world's leading tanker owners, transporting oil, oil products and chemicals for major national and international oil companies, chemical companies, as well as trading and utility companies.
As owners and operators of over 200 vessels, we offer a fully integrated shipping platform, including technical management, commercial and chartering services, pool management, and a large-scale bunker desk. Hafnia has offices in Singapore, Copenhagen, Houston, and Dubai and currently employs over 4000 employees onshore and at sea.
Hafnia is part of the BW Group, an international shipping group involved in oil and gas transportation, floating gas infrastructure, environmental technologies, and deep-water production for over 80 years.
This information is subject to disclosure requirements pursuant to article 19 of the EU Market Abuse Regulation.
1
Notification and public disclosure of transactions by Primary Insiders and their Close Associates
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
|---|---|---|---|
| a) | Name | BW Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda with registration number 39869 (Bermuda Register of Companies). LEI: 549300JXWKFD50H18170 | |
| --- | --- | --- | |
| 2 | Reason for the notification | ||
| --- | --- | ||
| a) | Position/status | BW Group Limited is closely associated with a Primary Insider. The Primary Insider is the Chairman of the Board of Directors of Hafnia Limited, Andreas Sohmen-Pao. | |
| --- | --- | --- | |
| b) | Initial notification / Amendment | Initial notification | |
| 3 | Details of the issuer | ||
| --- | --- | ||
| a) | Name | Hafnia Limited | |
| --- | --- | --- | |
| b) | LEI | 5493001KCFT0SCGJ2647 | |
| 4 | Details of the transaction(s): section to the repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been<br> conducted | ||
| --- | --- | ||
| a) | Description of the financial instrument, type of instrument<br><br> <br><br><br> <br><br><br> <br>Identification code | The nature of the instrument: Shares<br><br> <br><br><br> <br><br><br> <br><br><br> <br>ISIN: BMG4233B1090 | |
| --- | --- | --- | |
| b) | Nature of the transaction | Lending of shares to be redelivered by way of subscription and receipt of new shares | |
| c) | Price(s) and volume(s) | Price(s): | Volume(s): |
| --- | --- | --- | --- |
| 0 | 2,311,785 | ||
| d) | Aggregated information<br><br> <br>- Aggregated volume<br><br> <br>- Price | Aggregated volume: 2,311,785<br><br> <br>Price: 0 | |
| --- | --- | --- | |
| e) | Date of the transaction | 27 May 2024 | |
| f) | Place of the transaction | Outside a trading venue |
2