Our disclosure and analysis in this Annual Report, including that pertaining to our operations, cash flows, and financial position, including in particular, the likelihood of our success in developing and expanding our business, contains statements that constitute forward-looking statements about us and our industry. These forward-looking statements are based on current expectations, estimates, assumptions and projections about our business and our future financial results, and you should not place undue reliance on them.
All statements other than statements of historical fact or present fact and circumstance contained in this Annual Report, including, without limitation, statements regarding our future results of operations or financial condition, business strategy, acquisition plans and strategy, economic conditions, both generally and in particular in the tanker industry, and objectives of management for future operations, are forward-looking statements. Many of the forward-looking statements contained in this Annual Report can be identified by the use of forward-looking terminology, such as the terms “anticipates”, “assumes”, “believes”, “can”, “contemplate”, “continue”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “likely”, “may”, “might”, “plans”, “potential”, “projects”, “seek”, “should”, “target”, “will”, “would” or, in each case, their negative, or other variations or comparable terminology.
Forward-looking statements appear in a number of places in this Annual Report and include, but are not limited to, statements regarding our intentions, beliefs or current expectations concerning, among other things, our financial strength and position, operating results, liquidity, prospects, growth, the implementation of strategic initiatives, as well as other statements relating to our future business development, financial performance and the industry in which we operate. You should not rely on forward-looking statements as predictions of future events. You should be cautioned that forward-looking statements are not guarantees of future performance and that our actual financial position, operating results and liquidity, and the development of the industry and potential market in which we operate in the future may differ materially from those made in, or suggested by, the forward-looking statements contained in this Annual Report. We cannot guarantee that the intentions, beliefs or current expectations upon which our forward-looking statements are based will occur.
By their nature, forward-looking statements involve, and are subject to, known and unknown risks, uncertainties and assumptions as they relate to events and depend on circumstances that may or may not occur in the future. Because of these known and unknown risks, uncertainties and assumptions, the outcome may differ materially from those set out in the forward-looking statements. Forward-looking statements are not historical facts or present facts or circumstances but are based on our management’s beliefs and assumptions and on information currently available to our management.
Forward-looking statements include, but are not limited to, such matters as:
| • | our future operating and financial results and our future financial condition, including our ability to obtain financing in the future to fund capital expenditures, acquisitions and other general corporate activities; |
| • | our business strategy, and expected capital spending and operating expenses, including drydocking and insurance costs; |
| • | global and regional economic and political conditions, including piracy, war, including but not limited to, the war between Russia and Ukraine, and other conflicts, including but not limited to, the conflict between Israel and Hamas; |
| • | the health and condition of world economies and currencies, including the value of the U.S. dollar relative to other currencies; |
| • | fluctuations in commodity prices, interest rates and foreign exchange rates; |
| • | our expectations of the availability of vessels to purchase, the time it may take to construct new vessels and vessels’ useful lives as well as our plans to acquire vessels and any associated contracts thereof; |
| • | expected trends in our industry, including those discussed under “Item 4. Information on the Company – B. Business Overview – Industry”; |
| • | expected trends in the supply and demand for products we transport; |
| • | expected employment of the vessels in our Combined Fleet, including our ability to enter into time charters after our current charters expire and our ability to earn income in the spot market; |
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| • | expected impact of tariffs, trade barriers, import and export restrictions and sanctions; |
| • | expected trends in the shipping market, including charter rates for chemical and product tankers and factors affecting supply and demand for chemical and product tankers; |
| • | our realisation of the expected benefits of our redomiciliation from Bermuda to Singapore (the “Redomiciliation”); |
| • | intention to reduce carbon emissions intensity; and |
| • | the future price of our ordinary shares. |
Many of these forward-looking statements are based on our assumptions about factors that are beyond our ability to control or predict and such statements are subject to risks and uncertainties. Actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified under “Item 3. Key Information – D. Risk Factors” in this Annual Report. Any of these factors or a combination of these factors could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements. These factors and the other risk factors described in this Annual Report are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. These risks and uncertainties include factors relating to:
| • | general economic, political, security, and business conditions, including the development of the ongoing war between Russia and Ukraine, the conflict between Israel and Hamas, disruptions in the Red Sea, sanctions, and other measures; |
| • | general chemical and product tanker market conditions, including fluctuations in charter rates, vessel values and factors affecting supply and demand of crude oil and petroleum products or chemicals; |
| • | the imposition by the United States, China, EU and other countries of tariffs and other policies and regulations affecting international trade, including fees and import and export restrictions; |
| • | changes in expected trends in recycling of vessels; |
| • | changes in demand in the chemical and product tanker industry, including the market for LR2, LR1, MR and Handy chemical and product tankers; |
| • | competition within our industry, including changes in the supply of chemical and product tankers; |
| • | our ability to successfully employ the vessels in our Hafnia Fleet and the vessels under our commercial management; |
| • | changes in our operating expenses, including fuel or cooling down prices and lay-up costs when vessels are not on charter, drydocking and insurance costs; |
| • | changes in international treaties, governmental regulation, tax and trade matters and actions taken by regulatory authorities; |
| • | potential disruption of shipping routes and demand due to accidents, piracy or political events; |
| • | vessel breakdowns and instances of loss of hire; |
| • | vessel underperformance and related warranty claims; |
| • | our expectations regarding the availability of vessel acquisitions and our ability to complete the acquisition of newbuild vessels; |
| • | our ability to procure or have access to financing and refinancing; |
| • | our continued borrowing availability under our credit facilities and compliance with the financial covenants therein; |
| • | fluctuations in commodity prices, foreign currency exchange and interest rates; |
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| • | potential conflicts of interest involving our significant shareholders; |
| • | our ability to pay dividends; |
| • | technological developments; |
| • | the occurrence, length and severity of epidemics and pandemics and the impact on the demand for transportation of chemical and petroleum products; |
| • | the impact of increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to environmental, social and governance initiatives, objectives and compliance; |
| • | other risk factors discussed under “Item 3. Key Information – D. Risk Factors.” |
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report.
The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. All forward-looking statements in this Annual Report are qualified in their entirety by the cautionary statements contained in this Annual Report.
The forward-looking statements made in this Annual Report relate only to events as at the date on which the statements are made. All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in or referred to in this section. We undertake no obligation, and specifically decline any obligation, except as required by law, to update or revise any forward-looking statements made in this Annual Report to reflect events or circumstances after the date of this Annual Report or to reflect new information or the occurrence of unanticipated events or otherwise, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements because they are statements about events that are not certain to occur as described or at all. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.
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PART I
