UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 27)*
Euronav NV
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
B38564108
(CUSIP Number)
Compagnie Maritime Belge NV
De Gerlachekaai 20
2000 Antwerp
Belgium
Attention: Ludovic Saverys
Chief Financial Officer
Tel: +32 3 247 59 11
With a Copy to:
Robert E. Lustrin, Esq.
Reed Smith LLP
599 Lexington Avenue
New York, NY 10022-7650
Tel: (212) 521-5400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 3, 2024
(Date of Event which Requires Filing of this Statement)
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 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.
| * | 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, as amended (“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).
CUSIP No. B38564108
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Compagnie Maritime Belge NV | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
WC, BK | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
177,147,299 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
177,147,299 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
177,147,299 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.96%* | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
| * | Based on 202,233,997 Ordinary Shares outstanding as of December 31, 2023 (not including treasury shares), as reported in the Issuer’s Current Report on Form 6-K furnished to the Securities and Exchange Commission on February 1, 2024 less a total of 7,487,838 Ordinary Shares repurchased by the Issuer from March 21, 2024 through April 2, 2024 in accordance with the Issuer’s previously announced share buyback plan. |
CUSIP No. B38564108
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Saverco NV | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
WC* | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
24,400 | ||||
| 8 | SHARED VOTING POWER
177,171,699 | |||||
| 9 | SOLE DISPOSITIVE POWER
24,400 | |||||
| 10 | SHARED DISPOSITIVE POWER
177,171,699 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
177,171,699 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.98%** | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
| * | As to 24,400 Ordinary Shares owned directly by Saverco NV. |
| ** | Based on 202,233,997 Ordinary Shares outstanding as of December 31, 2023 (not including treasury shares), as reported in the Issuer’s Current Report on Form 6-K furnished to the Securities and Exchange Commission on February 1, 2024 less a total of 7,487,838 Ordinary Shares repurchased by the Issuer from March 21, 2024 through April 2, 2024 in accordance with the Issuer’s previously announced share buyback plan. |
CUSIP No. B38564108
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alexander Saverys | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
177,171,699 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
177,171,699 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
177,171,699 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.98%* | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| * | Based on 202,233,997 Ordinary Shares outstanding as of December 31, 2023 (not including treasury shares), as reported in the Issuer’s Current Report on Form 6-K furnished to the Securities and Exchange Commission on February 1, 2024 less a total of 7,487,838 Ordinary Shares repurchased by the Issuer from March 21, 2024 through April 2, 2024 in accordance with the Issuer’s previously announced share buyback plan. |
CUSIP No. B38564108
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ludovic Saverys | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
177,171,699 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
177,171,699 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
177,171,699 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.98%* | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| * | Based on 202,233,997 Ordinary Shares outstanding as of December 31, 2023 (not including treasury shares), as reported in the Issuer’s Current Report on Form 6-K furnished to the Securities and Exchange Commission on February 1, 2024 less a total of 7,487,838 Ordinary Shares repurchased by the Issuer from March 21, 2024 through April 2, 2024 in accordance with the Issuer’s previously announced share buyback plan. |
CUSIP No. B38564108
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael Saverys | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
| |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
| |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.98%* | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| * | Based on 202,233,997 Ordinary Shares outstanding as of December 31, 2023 (not including treasury shares), as reported in the Issuer’s Current Report on Form 6-K furnished to the Securities and Exchange Commission on February 1, 2024 less a total of 7,487,838 Ordinary Shares repurchased by the Issuer from March 21, 2024 through April 2, 2024 in accordance with the Issuer’s previously announced share buyback plan. |
Explanatory Note
This Amendment No. 27 (this “Amendment”) to Schedule 13D relates to ordinary shares, no par value (the “Ordinary Shares”), of Euronav NV (the “Issuer”) and amends and supplements the initial statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on February 14, 2022, as amended by Amendment No. 1 thereto filed with the Commission on February 23, 2022, Amendment No. 2 thereto filed with the Commission on March 9, 2022, Amendment No. 3 thereto filed with the Commission on April 1, 2022, Amendment No. 4 thereto filed with the Commission on April 4, 2022, Amendment No. 5 thereto filed with the Commission on April 12, 2022, Amendment No. 6 thereto filed with the Commission on April 26, 2022, Amendment No. 7 thereto filed with the Commission on May 4, 2022, Amendment No. 8 thereto filed with the Commission on May 17, 2022, Amendment No. 9 thereto filed with the Commission on May 24, 2022, Amendment No. 10 thereto filed with the Commission on July 13, 2022, Amendment No. 11 thereto filed with the Commission on October 11, 2022, Amendment No. 12 thereto filed with the Commission on December 2, 2022, Amendment No. 13 thereto filed with the Commission on December 5, 2022, Amendment No. 14 thereto filed with the Commission on December 12, 2022, Amendment No. 15 thereto filed with the Commission on December 14, 2022, Amendment No. 16 thereto filed with the Commission on January 18, 2023, Amendment No. 17 thereto filed with the Commission on February 10, 2023, Amendment No. 18 thereto filed with the Commission on February 16, 2023, Amendment No. 19 thereto filed with the Commission on March 24, 2023, Amendment No. 20 thereto filed with the Commission on October 10, 2023, Amendment No. 21 thereto filed with the Commission on November 24, 2023, Amendment No. 22 thereto filed with the Commission on December 22, 2023, Amendment No. 23 thereto filed with the Commission on February 16, 2024, Amendment No. 24 thereto filed with the Commission on March 19, 2024, Amendment No. 25 thereto filed with the Commission on March 25, 2024 and Amendment No. 26 thereto filed with the Commission on March 29, 2024 (as amended and supplemented, the “Original Schedule 13D,” and as further amended and supplemented by this Amendment No. 27, the “Schedule 13D”).
Capitalized terms used but not defined in this Amendment No. 27 have the same meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 27 does not modify any of the information previously reported in the Original Schedule 13D.
This Amendment No. 27 is being filed to reflect (i) the settlement of the tender offer described below and (ii) a change in the outstanding Ordinary Shares of the Issuer, which resulted in an increase in the percentage of such outstanding Ordinary Shares that may be deemed to be beneficially owned by the reporting persons.
The tender offer by Compagnie Maritime Belge NV, a public limited liability company (“naamloze vennootschap”) under Belgian law (“CMB” or the “Offeror”), one of the Reporting Persons referred to in this Schedule 13D, commenced on February 14, 2024, expired on March 15, 2024 and was consummated on April 3, 2024.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the information set forth in Item 4 of this Amendment No. 27, which is incorporated herein by reference.
Item 4. Purpose of the Transaction
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
Settlement of the Offers
On April 3, 2024, the Offers were consummated. As of the date of this Schedule 13D, CMB owns 177,147,299, or 90.96% of the outstanding Ordinary Shares. CMB borrowed approximately $1.24 billion under the Bid Acquisition Facility in connection with the settlement of the Offers. As of the date of this Schedule 13D, the aggregate outstanding principal amount under the Facilities Agreement is approximately $1.54 billion.
Item 5. Interest in Securities of the Issuer
Item 5 of the Original Schedule 13D is hereby amended and amended and supplemented by adding the following information:
| (a) and (b) | The percentage of outstanding Ordinary Shares that may be deemed to be beneficially owned by each Reporting Person is set forth on line 13 of such Reporting Person’s cover sheet and is incorporated herein. Such percentage was calculated for each Reporting Person based on 202,233,997 Ordinary Shares outstanding as of December 31, 2023 (not including treasury shares), as reported in the Issuer’s Current Report on Form 6-K furnished to the Securities and Exchange Commission on February 1, 2024 less a total of 7,487,838 Ordinary Shares repurchased by the Issuer from March 21, 2024 through April 2, 2024 in accordance with the Issuer’s previously announced share buyback plan. |
| (c) | On April 3, 2024, CMB consummated the Offers, purchasing 23,569,617 Ordinary Shares in the U.S. Offer for $17.86 per share and 45,672,338 shares in the Belgian Offer for 16.41 Euros per share. None of the Reporting Persons nor (to the Reporting Persons’ knowledge) any person set forth in Item 2 of the Original 13D, has engaged in any other transactions in the Ordinary Shares during the past 60 days. |
| (d) | To the best knowledge of the Reporting Persons, no other person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5. |
Item 7. Material to Be Filed as Exhibits
| Exhibit A | Joint Filing Agreement | |
| Exhibit B | N/A | |
| Exhibit C | Press Release dated April 8, 20221 | |
| Exhibit D | Letter to Euronav NV dated April 26, 20222 | |
| Exhibit E | Press release dated July 12, 20223 | |
| Exhibit F | Letter to Supervisory Board of Euronav NV dated December 14, 20224 | |
| Exhibit G | Letter to Euronav NV dated January 16, 20235 | |
| Exhibit H | Press Release dated February 9, 20236 | |
| Exhibit I | Transcript of CMB Conference Call held on February 15, 20237 | |
| Exhibit J | Press Release dated October 9, 20238 | |
| Exhibit K | Press Release of CMB under Article 8 of the Takeover RD dated October 9, 20239 | |
| Exhibit L | Share Purchase Agreement among CMB, Frontline plc and Famatown Finance Limited dated October 9, 202310 | |
| Exhibit M | Bridge facilities agreement among CMB and Crédit Agricole Corporate and Investment Bank, KBC Bank NV, and Société Générale and the other lenders thereunder dated November 20, 202311 | |
| Exhibit N | Press Release dated December 22, 202312 | |
| Exhibit O | Share Purchase Agreement between CMB and Euronav dated December 22, 2023, incorporated by reference to Exhibit 99.1 to Euronav NV’s Form 6-K (File No. 001-36810) filed with the Commission on December 22, 202312 | |
| Exhibit P | Press Release dated February 14, 202413 | |
| Exhibit Q | Press Release dated March 18, 202414 | |
| 1 | Previously filed with Amendment No. 5 on April 12, 2022 |
| 2 | Previously filed with Amendment No. 6 on April 26, 2022 |
| 3 | Previously filed with Amendment No. 10 on July 13, 2022 |
| 4 | Previously filed with Amendment No. 15 on December 14, 2022 |
| 5 | Previously filed with Amendment No. 16 on January 18, 2023 |
| 6 | Previously filed with Amendment No. 17 on February 10, 2023 |
| 7 | Previously filed with Amendment No. 18 on February 16, 2023 |
| 8 | Previously filed with Amendment No. 20 on October 10, 2023 |
| 9 | Previously filed with Amendment No. 20 on October 10, 2023 |
| 10 | Previously filed with Amendment No. 20 on October 10, 2023 |
| 11 | Previously filed with Amendment No. 21 on November 24, 2023 |
| 12 | Previously filed with Amendment No. 22 on December 22, 2024 |
| 13 | Previously filed with Amendment No. 23 on February 16, 2024 |
| 14 | Previously filed with Amendment No. 24 on March 19, 2024 |
Signatures
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| April 3, 2024 |
Dated
| COMPAGNIE MARITIME BELGE NV | ||
| By: | /s/ Ludovic Saverys | |
| Name: | Ludovic Saverys | |
| Title: | Chief Financial Officer | |
| SAVERCO NV | ||
| By: | /s/ Ludovic Saverys | |
| Name: | Ludovic Saverys | |
| Title: | Director | |
| ALEXANDER SAVERYS |
| /s/ Alexander Saverys |
| LUDOVIC SAVERYS |
| /s/ Ludovic Saverys |
| MICHAEL SAVERYS |
| /s/ Michael Saverys |