Date:
1 September 2026
Information:
Doc no.:
Exhibit 8.4
Navigator Gas Holdings Ltd.
c/o NGT Services (UK) Ltd.
10 Bressenden Place
London, SW1E 5DH, United Kingdom
Regarding Danish tax opinion
We have acted as Danish counsel for Navigator Gas Holdings Ltd. (the “Company”), a Marshall Islands corporation, in connection with the proposed agreement and plan of merger (the “Merger Agreement”) among the Company, a newly incorporated Marshall Island entity (the “Merger Sub”) owned by a newly incorporated UK resident Plc entity which is incorporated under the laws of England and Wales and is a wholly owned subsidiary of the Company (“Navigator-UK”), pursuant to which the Company will be merged with and into Merger Sub with Merger Sub as the surviving company and pursuant to which the Navigator-UK (instead of Merger Sub) will issue shares to the shareholders of the Company as consideration to the shareholders of the Company for the merger (the “Merger”).
In connection with the effectiveness of the Registration Statement on Form F-4 (as amended or supplemented through the date hereof, the “Registration Statement”) of the Company, you have requested our opinion as to certain Danish income tax matters related to the Danish shareholders of the Company which we have provided in the Registration Statement in the section under the caption “Denmark Tax Considerations”.
In providing our opinion, we have examined and relied upon the accuracy and completeness of the facts and information stated in pwc’s “Project Simple” presentation of 30 April 2026 and in pwc’s subsequent letter of 3 July 2026 to the Company regarding tax matters for shareholders of the Company, delivered by Baker Botts L.L.P. to us. References to each of the documents above include references to any exhibits, attachments, appendices, and schedules thereto.
We have assumed that the facts and information set forth in each of the documents referred to above are true, correct, and complete without regard to any qualification as to knowledge, belief, or otherwise. Our opinion is conditioned upon, among other things, the initial and continuing accuracy and completeness of all of the facts and information upon which our opinion is based.
We also have assumed that the Merger will be consummated in the manner described in the above presentation and letter from pwc. Any inaccuracy in any of the aforementioned facts and information, including due to events occurring subsequent to the letter and presentation from pwc, could adversely affect our opinion.
Axel Towers, Axeltorv 2, 1609 Copenhagen V, Denmark
+45 33 41 41 41, gorrissenfederspiel.com | Advokatpartnerselskab, VAT 38 05 24 97
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Based upon and subject to the foregoing and furthermore subject to the exceptions, limitations and qualifications described in the Registration Statement under the caption “Denmark Tax Considerations” it is our opinion that the description in the mentioned section “Denmark Tax Consideration” of certain Danish income tax consequences 1) of the Merger to holders of common shares of the Company, and 2) to holders of ordinary shares of Navigator-UK, is correct.
We express no opinion on any issue or matter relating to the tax consequences of the transactions contemplated by the Merger Agreement or the Registration Statement other than the opinion set forth above.
Our opinion is based solely upon the tax laws of Denmark in effect on the date of this opinion. Danish tax laws may be subject to change, possibly with retroactive effect.
Any change in applicable laws or the facts and circumstances surrounding the Merger, or any inaccuracy in the statements, facts, or assumptions upon which we have relied, may affect the continuing validity of our opinion as set forth herein. We assume no responsibility to inform the Company of any such change or inaccuracy that may occur or come to our attention.
We are furnishing this opinion solely to the Company and in connection with its filing of the Registration Statement. We hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement, and to the references therein to us. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the US Securities Act of 1933, as amended.
Furthermore, this opinion is subject to the attached Business Terms and Conditions for Gorrissen Federspiel of February 2026.
Kind regards
Gorrissen Federspiel
| /s/ Gorrissen Federspiel |
| Jan Steen Hansen |
| Attorney-at-law |
| (admitted to the Danish Supreme Court) |
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