Hafnia Limited to launch a pre-listing private placement on Oslo Axess
Hafnia Limited says it intends to launch a pre-listing private placement (the “Pre-Listing Private Placement”) and list its common shares on Oslo Axess (a fully regulated marketplace operated by the Oslo Stock Exchange) upon completing the Pre-Listing Private Placement (the “Listing”). Reference is made to the press release from the Company published 9 October 2019 regarding a contemplated listing of the Company’s shares on the Oslo Stock Exchange.
The Pre-Listing Private Placement consists of (i) an offering of new shares in the Company with gross proceeds of up to USD 125 million (the “Primary Base Offering”); (ii) an offering of existing shares in the Company with gross proceeds of up to USD 175 million (the “Secondary Base Offering”); and (iii) an offering of existing shares in the Company totalling 15% of the Primary Base Offering and Secondary Base Offering which equals gross proceeds of up to USD 45 million (the “Over-Allotment Offering”). The shares in the PreListing Private Placement will be offered for sale within a price range of between NOK 26.20 and NOK 30.90 per share which corresponds to a pre-money equity value of the Company of between USD 975 million and USD 1,150 million. The final offering price and offering size will be determined by the Company’s board of directors on the basis of an accelerated book building process to be conducted by the Managers.
The Company will raise up to USD 125 million in new equity in the Primary Base Offering and the net proceeds will be used for: i) financing of the equity portion of the acquisition of two MR vessels, ii) repayment of an unsecured RCF facility from BW Maritime, iii) repayment of an unsecured term loan facility, and iv) working capital and general corporate purposes.
The Secondary Base Offering consists of existing shares in the Company from BW Group, equalling up to USD 25 million, as well as from a consortium of financial investors, equalling up to USD 150 million (together the “Selling Shareholders”). The consortium consists of PAG with USD 50.9 million, Davidson Kempner with USD 22.4 million, Oak Hill with USD 17.7 million, GNRI with USD 17.4 million, Blackstone with USD 16.0 million, Tufton with USD 13.2 million and Tennenbaum with USD 12.3 million. BW Group, PAG,
Davidson Kempner and Oak Hill are represented on the Company’s board of directors. In order to facilitate the Over-Allotment Offering of up to USD 45 million as well as the Managers’ potential stabilization activities after the Pre-Listing Private Placement, BW Group is expected to grant the Managers a borrowing option and a greenshoe option. Pursuant to the borrowing option, the Managers may borrow from BW Group a number of shares in the Company equal to the number of shares sold in the OverAllotment Offering, while the Managers by the greenshoe option will be granted an option to purchase (at a price equal to the price in the Pre-Listing Private Placement) a number of new shares equal to up to the number of shares sold in the Over-Allotment Offering. The greenshoe option may be exercised by the Managers no later than the 30th day following the time at which trading in the Company's shares commences on Oslo Axess, as may be necessary to cover short positions created by over-allotments, if any.
The bookbuilding period in the Pre-Listing Private Placement will commence 31 October 2019 at 09:00 CET and is expected to close on 31 October 2019 at 22:00 CET. The Company and the Managers may, at their sole discretion, extend or shorten the bookbuilding period at any time and for any reason.
The minimum subscription and allocation amount in the Pre-Listing Private Placement will be the NOK equivalent of EUR 100,000. The Company may, at its sole discretion, allocate an amount below the NOK equivalent of EUR 100,000 to the extent an exemption from applicable prospectus requirements (including the Norwegian Securities Trading Act and ancillary regulations) is available.
The Pre-Listing Private Placement will be directed towards existing shareholders in the Company and other Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The allocation of shares in the Pre-Listing Private Placement will be determined at the end of the bookbuilding process and will be made at the sole discretion of the Company's board of directors (or a subcommittee thereof). The Company's board of directors' will focus on criteria such as (but not limited to), existing ownership in the Company, price leadership, relative order size, perceived investor quality, sector knowledge, investment horizon and timeliness of order. It is expected that the Company will announce the result of the Pre-Listing Private Placement and that the Managers will distribute notifications of allocation and payment instructions on or about 1 November 2019.
The allocated shares in the Pre-Listing Private Placement to be issued and delivered to the applicants are expected to be settled on a delivery versus payment (DVP) basis on or about 12 November 2019. The new shares allocated in the Pre-Listing Private Placement as well as the Company’s existing shares are expected to be listed and tradable on Oslo Axess from on or about 8 November 2019. Trades in the Company’s shares are currently quoted on the Norwegian OTC list, however, the Company will de-register from the Norwegian OTC list in connection with the listing process on Oslo Axess.
The Company and the Selling Shareholders have agreed with the Managers to be subject to a 180 day lockup period. In addition, members of the Company’s management and board have agreed with the Managers to be subject to a 360 day lock-up period. These lock-up agreements will be subject to certain exceptions and may only be waived with the consent of the Joint Global Coordinators.
The subscription material in the Pre-Listing Private Placement will be a term sheet, an application agreement and an investor presentation (all dated 31 October 2019) as well as all currently available public information. The publication of a listing prospectus in connection with the listing process on Oslo Axess will take place after the settlement in the Pre-Listing Private Placement and the participants in the Pre-Listing Private Placement will hence not be able to review or base their investment decision on such a prospectus.
One of the Managers (the “Stabilisation Manager”) may from the first day of trading of the Company’s shares on Oslo Axess, effect transactions with a view to support the market price of the Company's shares at a level higher than what might otherwise prevail, through buying shares in the open market at prices equal to or lower than the final price per share in the Pre-Listing Private Placement. There is no obligation on the Stabilisation Manager to conduct stabilisation activities and there is no assurance that stabilisation activities will be undertaken. Such stabilisation activities, if commenced, may be discontinued at any time, and will be brought to an end at the latest 30 calendar days after the time at which trading in the Shares commences on Oslo Axess. It should be noted that stabilisation activities might result in market prices that are higher than what might otherwise prevail. Any stabilization activities will be conducted in accordance with the Norwegian Securities Trading Act section 3-12, cf. Commission Regulation (EC) No 2273/2003.
Pareto Securities AS and Skandinaviska Enskilda Banken AB (publ.) (Oslo branch) are acting as Joint Global Coordinators and Joint Bookrunners (the “Joint Global Coordinators”), Fearnley Securities AS is acting as Joint Bookrunner and ABN AMRO Bank N.V., Danske Bank (Norwegian Branch) and Nordea Bank Abp (filial i Norge) are acting as Co-Managers (together the “Managers”) in connection with the Pre-Listing Private Placement and the Listing. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company and Advokatfirmaet Schjødt AS is acting as legal advisor to the Managers.
About the Company:
Hafnia is one of the world's leading oil product tanker owners and operators. The Company provides transportation of oil and oil products to leading national and international oil companies, major chemical companies, as well as trading and utility companies. Hafnia operates a fleet of 180 vessels in pools including newbuilds, of which 102 are owned or chartered-in including six owned LR2s, 27 owned and 9 chartered-in LR1s, 41 owned and six chartered-in MRs and 13 owned Handy vessels. The Company has a net asset value in the excess of USD 1bn and is fully financed with a strong balance sheet providing financial flexibility. Hafnia has a solid history in chartering, operations and technical management and strive to always offer customers the best solution for their transportation needs. This solution-focused approach has resulted in a strong reputation and the Company remain firmly committed to being a responsible member of the industry and operating according to the highest ethical standards. Hafnia is a global company with offices in Singapore, Copenhagen and Houston and presence in Mumbai. The Company is part of BW Group, an international shipping group that has worked in oil and gas transportation, floating gas infrastructure, environmental technologies and deep-water production for over 80 years.