|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
DHT Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
Y2065G121 (CUSIP Number) |
Mr. Emanuele Lauro CLARENDON HOUSE, 2 CHURCH STREET HAMILTON, D0, HM 11 212-574-1200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/22/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | Y2065G121 |
| 1 |
Name of reporting person
Scorpio Tankers Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(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
MARSHALL ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,910,730.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.45 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | Y2065G121 |
| 1 |
Name of reporting person
Scorpio Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(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
MARSHALL ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,910,730.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.45 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | Y2065G121 |
| 1 |
Name of reporting person
Annalisa Lolli-Ghetti | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(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
ITALY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,910,730.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.45 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | Y2065G121 |
| 1 |
Name of reporting person
Scorpio Services Holding Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(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
MARSHALL ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,910,730.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.45 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
DHT Holdings, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
CLARENDON HOUSE, 2 CHURCH STREET, HAMILTON,
BERMUDA
, HM 11. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed on behalf of the following persons with respect to the common stock, par value $0.01 per share (the "Shares") of DHT Holdings, Inc. (the "Issuer"): Scorpio Tankers Inc. ("Scorpio"), Scorpio Holdings Limited ("Scorpio Holdings"), Scorpio Services Holding Limited, a wholly-owned subsidiary of Scorpio Holdings ("SSH"), and Annalisa Lolli-Ghetti, the majority shareholder of Scorpio Holdings ("Ms. Lolli-Ghetti", and together with Scorpio, Scorpio Holdings and SSH, the "Reporting Persons").
The identity, present principal occupation/employment, business address and citizenship of the executive officers, directors, and controlling persons of the Reporting Persons (the "Principals") is set forth in Exhibit A hereto. |
| (b) | The principal business address and principal office address of the Reporting Persons is 99, Boulevard du Jardin Exotique, MC 98000, Monaco. |
| (c) | The principal business of Scorpio is providing marine transportation of petroleum products worldwide.
The principal business of Scorpio Holdings is acting as a holding company for SSH and certain other companies.
The principal business of SSH is the provision of administrative services relating to the ownership and operation of vessels, including to Scorpio and unaffiliated third-parties. |
| (d) | The Reporting Persons, and, to the best of their knowledge, the Principals have not, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | The Reporting Persons, and, to the best of their knowledge, the Principals have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Scorpio, Scorpio Holdings and SSH are each incorporated under the law of the Republic of the Marshall Islands. Ms. Lolli-Ghetti is a citizen of Italy. |
| Item 3. | Source and Amount of Funds or Other Consideration |
During the period of July 5, 2024 through January 29, 2025, Scorpio acquired the Shares reported in this Schedule 13D in open market transactions using its working capital for an aggregate consideration of approximately $131.5 million (exclusive of fees and expenses). | |
| Item 4. | Purpose of Transaction |
Scorpio acquired the securities reported herein for investment purposes in the ordinary course of business because of its belief that the Issuer presents an attractive investment based on the Issuer's business prospects and strategy. Representatives of Scorpio may communicate with the board of directors of the Issuer (the "Board"), members of management and/or other shareholders or other relevant parties from time to time with respect to operational, strategic, financial or governance matters or otherwise work with management and the Board with a view to maximizing shareholder value.
The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed of, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors.
Other than as set forth above, the Reporting Persons do not have any plans or proposals as of the date of this filing which relate to or would result in any of the actions enumerated in Item 4 of the instructions to Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | According to information provided by the Issuer in Current Report on Form 6-K filed by the Issuer on November 12, 2024 and the Issuer's press release issued on January 6, 2025, the Issuer had 159,983,104 Shares outstanding as of January 6, 2025. Based on the foregoing, as of the date of this filing the Reporting Persons may be deemed the beneficial owners of 11,910,730 Shares, representing approximately 7.45% of the Issuer's outstanding Shares. |
| (b) | As of the date of this filing the Reporting Persons may be deemed to have the shared power to vote and dispose of 11,910,730 Shares. |
| (c) | To the best of the Reporting Persons' knowledge, the transactions in the Shares effected by the Reporting Persons during the past 60 days and not previously reported are set forth on Exhibit B to this Schedule 13D. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Shares beneficially owned by the Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and any other person with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finders' fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit A: Directors and Officers Exhibit B: Information with Respect to Transactions Effected in the Last 60 Days Exhibit C: Joint Filing Agreement |
| 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.
|
|
|
|
|
|
|
|
|
Comments accompanying signature:
* The Reporting Persons specifically disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein |