Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Hafnia Limited (Name of Issuer) |
Ordinary shares, no par value per share (Title of Class of Securities) |
Y2990R101 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | Y2990R101 |
| 1 | Names of Reporting Persons
BW Group Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BERMUDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
226,444,049.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
45.47 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: *Percent of class is based on (i) the number of shares held by BWG as of September 30, 2024 and (ii) the number common shares outstanding as of April 14, 2025 (497,989,642 shares) as reported by the Issuer in its Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2025. In addition to certain market purchases by BWG, the increase in percentage as against the original Schedule 13G filed by BWG is due to the Issuer purchasing its own shares pursuant to a share buyback program conducted from December 2, 2024 to January 24, 2025. The increase in percentage resulting only from acquisitions by BWG was 1.27%.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Hafnia Limited | |
| (b) | Address of issuer's principal executive offices:
c/o Hafnia SG Pte Ltd, 10 Pasir Panjang Road, #18-01 Mapletree Business City, Singapore 117438 | |
| Item 2. | ||
| (a) | Name of person filing:
BW Group Limited ("BWG") | |
| (b) | Address or principal business office or, if none, residence:
Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM1189, Hamilton, Pembroke, HM EX, Bermuda | |
| (c) | Citiz
enship:
Bermuda | |
| (d) | Title of class of securities:
Ordinary shares, no par value per share | |
| (e) | CUSIP No.:
Y2990R101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See row 9 of the cover page. | |
| (b) | Percent of class:
See row 11 of the cover page. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See row 5 of the cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See row 6 of the cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See row 7 of the cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See row 8 of the cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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