SCHEDULE: Hafnia Acquires 13.97% Stake in TORM, Eyes Consolidation

Hafnia Ltd. has acquired a 13.97% stake in TORM plc for $311.4 million, signaling potential strategic consolidation in the tanker industry.

Summary

• Hafnia Limited (the "Reporting Person") has acquired 14,156,061 Class A common shares of TORM plc, representing approximately 13.97% of the outstanding shares.
• The acquisition was made from OCM Njord Holdings S.a r.l. at a price of $22.00 per share, totaling $311,433,342 in aggregate cash proceeds.
• The Sale and Purchase Agreement was entered into on September 11, 2025, and the closing of the purchase occurred on December 22, 2025.
• Hafnia states the shares were acquired for investment purposes and believes consolidation is positive for the tanker industry and shareholders of both Hafnia and TORM.
• Hafnia is evaluating potential strategic opportunities, including a range of options for a combination of the two businesses, and anticipates approaching TORM's board of directors to discuss its investment and potentially present formal proposals.
• The acquisition was subject to several closing conditions, including the appointment of an independent nominee as a director and Chairman of TORM's board, and various regulatory approvals in Brazil and Denmark, all of which were satisfied or waived by December 18, 2025.

Sentiment

Score: 8

Explanation: The filing reflects a strong positive sentiment, indicating a strategic and significant investment by Hafnia in TORM plc with a clear intent to explore a potential business combination, which is generally viewed as a value-accretive move for the acquirer and a significant event for the target.

Positives

• Hafnia's strategic acquisition of a significant stake (13.97%) in TORM plc indicates a strong belief in the value and future prospects of the tanker industry.
• The stated intent to evaluate potential strategic opportunities, including a business combination, suggests potential for significant synergies and value creation for both Hafnia and TORM shareholders.
• The successful satisfaction of all closing conditions, including regulatory approvals, demonstrates effective execution of the acquisition process.
• Hafnia's strong financial position, utilizing working capital and existing lines of credit, allowed for the substantial cash acquisition.

Negatives

• No explicit negatives for Hafnia are detailed in this strategic acquisition filing.

Risks

• The potential for a business combination between Hafnia and TORM is subject to ongoing evaluation and may not materialize or may not be on terms favorable to all shareholders.
• Regulatory Remedy Actions, such as divestments or conditions, could be imposed by authorities, potentially having a Material Adverse Effect on the Purchaser Group if they exceed $100,000,000 in value.
• Uncertainty exists regarding the outcome of discussions with TORM's board and other shareholders concerning strategic opportunities.
• Changes in Antitrust Law, Foreign Direct Investment Law, or other regulatory regimes could introduce additional approval requirements or delays.

Future Outlook

Hafnia intends to continuously evaluate TORM's business and prospects, including identifying and quantifying significant synergies from a potential business combination. It plans to assess the relative net asset value of both companies and the potential use of Hafnia's shares as consideration. Hafnia anticipates approaching TORM's board to discuss its investment and may present informal or formal proposals for a combination of the two businesses. Hafnia may also acquire additional Class A shares or sell its beneficially owned shares in the future.

Management Comments

• Hafnia believes consolidation is positive for the tanker industry generally and for the shareholders of both Hafnia and TORM plc.
• Hafnia is evaluating potential strategic opportunities involving its investment in TORM, including a range of potential options for a combination of the two businesses.
• Hafnia anticipates approaching TORM's board of directors to discuss its investment and may, as part of this process, present informal or formal proposals.

Industry Context

Hafnia, one of the world's largest operators of chemical and product tankers, views consolidation as a positive trend for the tanker industry. This significant acquisition and stated intent for a potential business combination align with broader industry trends towards consolidation to achieve economies of scale, operational efficiencies, and market leadership in the global maritime services sector.

Management Changes

Corporate Governance

Legal Proceedings

• Neither Hafnia Limited nor, to the best of its knowledge, any of its directors or executive officers, have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• Neither Hafnia Limited nor, to the best of its knowledge, any of its directors or executive officers, have been a party to a civil proceeding resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws during the last five years.

Related Party Transactions

• The primary transaction is the acquisition of 14,156,061 Class A shares of TORM plc by Hafnia Limited from OCM Njord Holdings S.a r.l. for $311,433,342.
• BW Group Limited may be deemed to hold a controlling interest in Hafnia Limited, but disclaims beneficial ownership of the Class A Shares reported herein.

Stakeholder Impact

• Shareholders of TORM plc: The acquisition by Hafnia introduces a significant new strategic investor, potentially leading to a future business combination or other strategic initiatives that could impact share value.
• Shareholders of Hafnia Limited: The strategic investment and potential for consolidation are expected to create value through synergies and market positioning in the tanker industry.
• TORM plc's Board of Directors: The appointment of an independent nominee as Chairman will alter the board's composition and leadership.
• Tanker Industry: The potential for consolidation between two major players could influence market dynamics and competitive landscape.

Next Steps

• Hafnia will continuously evaluate TORM's business and prospects, including identifying and quantifying synergies from a potential business combination.
• Hafnia anticipates approaching TORM's board of directors to discuss its investment and may present informal or formal proposals for a business combination.
• Hafnia may, subject to applicable law, acquire additional Class A Shares or sell some or all of its beneficially owned shares in the open market, privately negotiated transactions, or otherwise.

Key Dates

Recommendation

Hafnia's significant acquisition of TORM shares and its explicit intent to explore a business combination introduce a strong strategic element for TORM. While this could lead to a premium for TORM shareholders in a future transaction, the terms and certainty of such a combination are not yet established. Therefore, a 'hold' recommendation is appropriate for TORM, allowing investors to await further developments regarding Hafnia's proposals and potential synergies before making a definitive investment decision.

Keywords

Tanker, Shipping, TORM, Hafnia, Acquisition, Investment, Schedule 13D, Consolidation, Corporate Governance, Merger, Strategic Investment