Singapore, 3 September, 2025
Hafnia Limited ("Hafnia", the "Company", OSE ticker code: "HAFNI", NYSE ticker
code: "HAFN") announces that Oaktree Capital Management, L.P. and its affiliates
(together, "Oaktree"), the controlling shareholder of TORM plc ("TORM", CSE
ticker code: "TRMD A", NASDAQ ticker code: "TRMD"), has accepted, subject to
entering into a definitive agreement, Hafnia's offer to acquire approximately
14.1 million A shares in TORM, representing approximately 14.45% of TORM's
issued share capital (the "Share Purchase"). The A shares are priced at US$ 22
per share for a total purchase price of US$ 311,433,342.
The completion of the Share Purchase is subject to the parties entering into a
definitive agreement and the fulfilment of customary conditions precedent,
including among others, obtaining any required regulatory clearances and
approvals, satisfaction of certain covenants and appointment of a new
independent board chair of TORM.
Hafnia looks forward to making this sizeable investment in TORM with the belief
that TORM is a well-managed company with a high-quality fleet. With respect to
Hafnia's long-term position as a shareholder in TORM, Hafnia believes generally
that consolidation is positive for the tanker industry but has made no decisions
in this regard. There can be no assurance that this will lead to any proposal,
agreement or transaction, nor can any guarantee be given as to the terms, timing
or likelihood of any such transaction completing. For the avoidance of doubt, to
the extent that there is any such transaction it will not be structured as an
offer for TORM under the UK Takeover Code (the "Code") and, to the extent that
the Code applies to TORM, this is a statement to which Rule 2.8 of the Code
applies.
Accordingly, to the extent that the Code applies, Hafnia and any person(s)
acting in concert with it will, except with the consent of the Panel on
Takeovers and Mergers (the "Panel"), be bound by the restrictions set out in
Rule 2.8 of the Code. For the purposes of Rule 2.8 of the Code, Hafnia (and any
person(s) acting in concert with it) reserves the right to set aside the
restrictions in Rule 2.8 of the Code in any of the following circumstances: (i)
with the agreement of the board of directors of TORM