SEC Form SC 13D/A filed by Euronav NV (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Amendment No. 12)*

THE SECURITIES EXCHANGE ACT OF 1934

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box [ ].

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* Hemen Holding Limited owns approximately 35.6% of the issued and outstanding ordinary shares of Frontline plc and may be deemed to beneficially own the Ordinary Shares (defined below) that Frontline plc owns. 

*C.K. Limited  is the trustee of two trusts (the “Trusts”) settled by Mr. John Fredriksen. The Trusts indirectly hold all of the shares of Greenwich Holdings Limited, Famatown Finance Limited and Hemen Holding Limited. Accordingly, C.K. Limited, as trustee, may be deemed to beneficially own the Ordinary Shares that are beneficially owned by Greenwich Holdings Limited and Hemen Holding Limited and owned by Famatown Finance Limited and Frontline plc. The beneficiaries of the Trusts are members of Mr. Fredriksen’s family. Mr. Fredriksen is neither a beneficiary nor a trustee of either Trust. Therefore, Mr. Fredriksen has no economic interest in such Ordinary Shares and Mr. Fredriksen disclaims any control over such Ordinary Shares, save for any indirect influence he may have with C.K. Limited, as the trustee of the Trusts, in his capacity as the settlor of the Trusts.

This Amendment No. 12 to Schedule 13D (this “Amendment No. 12”) relates to the Ordinary Shares, no par value (the “Ordinary Shares”), of Euronav NV (the “Issuer”).  Amendment No. 12 amends and supplements the initial Schedule 13D that Famatown Finance Limited, a Cyprus company (“Famatown”), Greenwich Holdings Limited, a Cyprus company (“Greenwich Holdings”), and C.K. Limited, a Jersey company (“C.K. Limited”) filed with the Commission on October 13, 2021, as amended by Amendment No. 1 thereto filed with the Commission on April 28, 2022; Amendment No. 2 thereto filed with the Commission on May 3, 2022; Amendment No. 3 thereto filed with the Commission on June 21, 2022; Amendment No. 4 thereto filed with the Commission on July 12, 2022, Amendment No. 5 thereto filed with the Commission on December 7, 2022, Amendment No. 6 thereto filed with the Commission on January 13, 2023, Amendment No. 7 thereto filed with the Commission on January 20, 2023, Amendment No. 8 thereto filed with the Commission on January 26, 2023, Amendment No. 9 thereto filed with the Commission on April 3, 2023, Amendment No. 10 thereto filed with the Commission on June 2, 2023, and Amendment No. 11 thereto filed with the Commission on October 11, 2023  (collectively, the “Original Schedule 13D” and, together with this Amendment No. 12, this “Schedule 13D”). Capitalized terms used in this Amendment No. 12 and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 12 does not modify any of the information previously reported in the Original Schedule 13D.

On November 21, 2023, as a result of the closing of the Share Sale (defined and described in Item 4 hereto), the Reporting Persons do not beneficially own any Ordinary Shares, and this Amendment No. 12 constitutes an exit filing for the Reporting Persons.

		Spyros Episkopou	Director	Dr. Episkopou’s principal business address is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103 Limassol, Cyprus. Dr. Episkopou is a citizen of Cyprus.
		Christakis Theodoulou	Director	Mr. Theodoulou’s principal business address is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103 Limassol, Cyprus. Mr. Theodoulou is a citizen of Cyprus.
		Christophis Koufaris	Director	Mr. Koufaris’ principal business address is Iris House 840A, 8 John Kennedy Street, P.O. Box 53510, 3303 Limassol, Cyprus. Mr. Koufaris is a citizen of Cyprus.

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.

Exhibit D

FRO – Closing under the Share Purchase Agreement with CMB NV

22.11.2023

Frontline plc (“Frontline”) (NYSE and OSE: FRO), today announced that the sale by Frontline of 13.7 million shares in Euronav NV (“Euronav”) to CMB NV (“CMB”) has been completed. On 9 October 2023 Frontline announced that it had agreed on an integrated solution to the strategic and structural deadlock in Euronav, where Frontline had entered into agreements with Euronav to acquire a high-quality ECO fleet of 24 VLCCs with an average age of 5.3 years, for an aggregate purchase price of USD 2,350 million (the “Acquisition”). In connection with the Acquisition, Frontline and Famatown Finance Limited (“Famatown”) had agreed to sell all their shares in Euronav (representing in aggregate 26.12% of Euronav’s issued shares) to CMB at a price of USD 18.43 per share (the “Share Sale”).

All conditions precedent to the Share Sale, including approval of the inter-conditionality of the Share Sale and the Acquisition by the Euronav shareholders meeting and anti-trust approvals, have been fulfilled. The Share Sale successfully closed today and Frontline and Famatown are no longer shareholders in Euronav.

All of the vessels transfer agreements comprising the Acquisition have come into effect, and closing under all of the vessels transfer agreements is expected to take place mainly in the fourth quarter of  2023 and partly in the first quarter of 2024.

As part of the overall agreement, the arbitration action filed by Euronav in January 2023 following Frontline’s withdrawal from their combination agreement has also been effectively terminated, against nil consideration.

Advisors:
DNB Markets, a part of DNB Bank ASA is serving as financial advisor to Frontline. Advokatfirmaet Schjødt AS, Advokatfirmaet Wiersholm AS and Allen & Overy (Belgium) LLP are serving as legal counsel to Frontline in connection with the Acquisition.

November 22, 2023

The Board of Directors
Frontline plc
Limassol, Cyprus

Questions should be directed to:

Lars H. Barstad: Chief Executive Officer, Frontline Management AS
+47 23 11 40 00
Inger M. Klemp: Chief Financial Officer, Frontline Management AS
+47 23 11 40 00

Forward-Looking Statements

Matters discussed in this announcement may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements, which include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

Frontline and its subsidiaries, desire to take advantage of the safe harbour provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbour legislation. This announcement and any other written or oral statements made by Frontline or its behalf may include forward-looking statements, which reflect its current views with respect to future events and financial performance and are not intended to give any assurance as to future results. When used in this document, the words “believe,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “plan,” “potential,” “will,” “may,” “should,” “expect” and similar expressions, terms or phrases may identify forward-looking statements.

The forward-looking statements in this announcement are based upon various assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records and data available from third parties. Although Frontline believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond Frontline’s control, it cannot assure you that Frontline will achieve or accomplish these expectations, beliefs or projections. Frontline undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. In addition to these important factors and matters discussed elsewhere herein, important factors that, in Frontline’s view, could cause actual results to differ materially from those discussed in the forward-looking statements include the parties’ ability to obtain the necessary regulatory approvals and to meet other closing conditions to complete the transactions referenced herein, as well as important factors described from time to time in the reports and other documents, including filings with the U.S. Securities and Exchange Commission.

This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act