Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Amendment No. 7)*
THE SECURITIES EXCHANGE ACT OF 1934
|
Euronav NV
|
|
(Name of Issuer)
|
|
Ordinary Shares, no par value
|
|
(Title of Class of Securities)
|
|
B38564108
|
|
(CUSIP Number)
|
|
Famatown Finance Limited
c/o Seatankers Management Co. Ltd
Deana Beach Apartments, Block 1, 4th Floor,
33 Promachon Eleftherias Street
Ayios Athanasios
4103 Limassol
Cyprus
Attn: Spyros Episkopou
+ (357) 25-858-300
with a copy to:
Keith J. Billotti, Esq.
Seward & Kissel LLP One Battery Park Plaza New York, New York 10004 +1 (212) 574-1200 |
|
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
|
|
January 18, 2023
|
|
(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 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).
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
|
|
|
|
|
Famatown Finance Limited
|
|
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
(a) [_]
|
|
|
|
(b) [_]
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
WC
|
|
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
Cyprus
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
|
|
31,976,865
|
|
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
31,976,865
|
|
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
|
|
PERSON
|
|
|
|
|
|
|
|
31,976,865
|
|
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
|
|
CERTAIN SHARES
|
[_]
|
|
|
|
|
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
15.85%
|
|
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
CO
|
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
|
|
|
|
|
Frontline plc
|
|
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
(a) [_]
|
|
|
|
(b) [_]
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
Cyprus
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
|
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
|
|
13,664,613
|
|
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
13,664,613
|
|
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
|
|
PERSON
|
|
|
|
|
|
|
|
13,664,613
|
|
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
|
|
CERTAIN SHARES
|
[_]
|
|
|
|
|
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
6.77%
|
|
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
CO
|
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
|
|
|
|
|
Hemen Holding Limited*
|
|
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
(a) [_]
|
|
|
|
(b) [_]
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
Cyprus
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
|
|
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
|
|
13,664,613
|
|
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
13,664,613
|
|
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
|
|
PERSON
|
|
|
|
|
|
|
|
13,664,613
|
|
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
|
|
CERTAIN SHARES
|
[_]
|
|
|
|
|
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
6.77%
|
|
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
CO
|
|
* 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.
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
|
|
|
|
|
Greenwich Holdings Limited*
|
|
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
(a) [_]
|
|
|
|
(b) [_]
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
Cyprus
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
|
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
|
|
45,641,478
|
|
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
45,641,478
|
|
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
|
|
PERSON
|
|
|
|
|
|
|
|
45,641,478
|
|
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
|
|
CERTAIN SHARES
|
[_]
|
|
|
|
|
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
22.62%
|
|
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
CO
|
|
* Greenwich Holdings Limited is the sole shareholder of Famatown Finance Limited and Hemen Holding Limited. As such, it may
be deemed to beneficially own the Ordinary Shares beneficially owned by Famatown Finance Limited and beneficially owned by Hemen Holding Limited.
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
|
|
|
|
|
C.K. Limited*
|
|
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
(a) [_]
|
|
|
|
(b) [_]
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
Jersey
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
|
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
|
|
45,641,478
|
|
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
45,641,478
|
|
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
|
|
PERSON
|
|
|
|
|
|
|
|
45,641,478
|
|
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
|
|
CERTAIN SHARES
|
[_]
|
|
|
|
|
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
22.62%
|
|
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
CO
|
|
*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. 7 to Schedule 13D (this “Amendment No. 7”) amends and supplements the Amendment No. 6 to Schedule 13D (the “Amendment No. 6”) filed with
the U.S. Securities and Exchange Commission (the “Commission”) on January 13, 2023, the Amendment No. 5 to Schedule 13D (the “Amendment No. 5”) filed with the Commission on December 7, 2022, the Amendment No. 4 to Schedule 13D (the “Amendment No. 4”)
filed with the Commission on July 12, 2022, the Amendment No. 3 to Schedule 13D (the “Amendment No. 3”) filed with the Commission on June 21, 2022, the Amendment No. 2 to Schedule 13D (the “Amendment No. 2”) filed with the Commission on May 3, 2022,
the Amendment No. 1 to Schedule 13D (the “Amendment No. 1”) filed with the Commission on April 28, 2022 and the Schedule 13D filed with the Commission on October 13, 2021 (collectively, as amended, the “Schedule 13D”) filed by 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”), with respect to the Ordinary Shares, no par value (the “Ordinary Shares”) of Euronav NV
(the “Issuer”). Capitalized terms used in this Amendment No. 7 and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D.
|
Item 1.
|
Security and Issuer.
|
|||
|
|
|
|||
|
|
This Amendment No. 7 relates to the Ordinary Shares of the Issuer. The principal executive office of the Issuer is De Gerlachekaai 20, 2000 Antwerpen,
Belgium.
|
|||
|
|
|
|||
|
Item 2.
|
Identity and Background.
|
|||
|
|
|
|||
|
|
This Schedule 13D is being filed on behalf of the following:
|
|||
|
|
|
|||
|
|
|
(i)
|
Famatown;
|
|
|
|
|
|
|
|
|
(ii)
|
Frontline plc (formerly known as Frontline Ltd.) (“Frontline”);
|
|||
|
(iii)
|
Hemen Holding Limited (“Hemen Holding”);
|
|||
|
|
|
(iv)
|
Greenwich Holdings; and
|
|
|
|
|
|
|
|
|
|
|
(v)
|
C.K. Limited.
|
|
|
|
|
|
|
|
|
|
Famatown, Frontline, Hemen Holding, Greenwich Holdings and C.K. Limited are collectively referred to as the “Reporting Persons.” Greenwich Holdings is the
sole shareholder of Famatown and Hemen Holding. Hemen Holding owns approximately 35.6% of Frontline’s issued and outstanding ordinary shares. The shares of Famatown, Hemen Holding and Greenwich Holdings are indirectly held in the Trusts. C.K.
Limited is the trustee of the Trusts.
|
|||
|
|
|
|||
|
(a., b., c. and f.)
|
|
|||
|
|
(i) The address of Famatown’s principal place of business is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios,
4103 Limassol, Cyprus. The principal business of Famatown is acting as an investment holding company. The name, citizenship, present principal occupation of Famatown’s directors and the name, principal business and address of any corporation
or other organization in which such employment is conducted is set forth below. Famatown does not have any executive officers.
|
|
|
|
Spyros Episkopou
|
Director
|
Mr. Episkopou’s principal business address is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103 Limassol,
Cyprus. Mr. Episkopou is a resident of Cyprus.
|
|
|
|
|
Eirini Santhi Theocharous
|
Director
|
Mrs. Theocharous’ principal business address is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103
Limassol, Cyprus. Mrs. Theocharous 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.
|
|
|
|
(ii) The address of Frontline’s principal place of business is 8, John Kennedy Street, Irish House, Off. 740B, Limassol, Cyprus 3106. The name,
citizenship, present principal occupation of Frontline’s directors and the name, principal business and address of any corporation or other organization in which such employment is conducted is set forth below.
|
|
|
|
John Fredriksen
|
Director
|
Mr. Fredriksen is a citizen of Cyprus. Mr. Fredriksen is a member of the board of directors of Frontline.
|
|
|
|
|
Steen Jakobsen
|
Director
|
Mr. Jakobsen is a citizen of Denmark. Mr. Jakobsen is also the Chief Investment Officer of Saxo Bank.
|
|
|
|
|
Ola Lorentzon
|
Director
|
Mr. Lorentzon is a citizen of Sweden. Mr. Lorentzon is also the chairman of the board of directors of Golden Ocean Group Limited.
|
|
|
James O’Shaughnessy
|
Director
|
Mr. O'Shaughnessy is a citizen of the United Kingdom. Mr. O'Shaughnessy is also the executive vice president, chief accounting officer and corporate
controller of Axis Capital Holdings Limited.
|
|
||
|
Ole B. Hjertaker
|
Director
|
Mr. Hjertaker is a citizen of Norway. Mr. Hjertaker is also the chief executive officer of SFL Corp Ltd.
|
|
||
|
Marios Demetriades
|
Director
|
Mr. Demetriades is a citizen of Cyprus. Mr. Demetriades is also the managing partner at MD Mindset Partners Ltd.
|
|||
|
Lars H. Barstad
|
Principal Executive Officer
|
Mr. Barstad is a citizen of Norway. Mr. Barstad is also the chief executive officer of Frontline Management AS.
|
|
||
|
Inger M. Klemp
|
Principal Financial Officer and Principal Accounting Officer
|
Ms. Klemp is a citizen of Norway. Ms. Klemp is also the chief financial officer of Frontline Management AS and a director of Independent Tankers
Corporation Limited.
|
|
|
|
(iii) The address of Hemen Holding’s principal place of business is P.O. Box 53562, CY3399, Limassol, Cyprus. The principal business of Hemen Holding is
acting as an investment holding company. The name, citizenship, present principal occupation of Hemen Holding’s directors and the name, principal business and address of any corporation or other organization in which such employment is
conducted is set forth below. Hemen Holding’s does not have any executive officers.
|
|
|
|
Spyros Episkopou
|
Director
|
Mr. Episkopou’s principal business address is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103 Limassol,
Cyprus. Mr. Episkopou is a resident of Cyprus.
|
|
|
|
|
Eirini Santhi Theocharous
|
Director
|
Mrs. Theocharous’ principal business address is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103
Limassol, Cyprus. Mrs. Theocharous is a citizen of Cyprus.
|
|
|
|
|
Kyriacos Kazamias
|
Director
|
Mr. Kazamias’ principal business address is Georgiou Drossini 6, 4043 Limassol, Cyprus. Mr. Kazamias is a citizen of Cyprus.
|
|
|
|
(iv) The address of Greenwich Holdings’ principal place of business is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios
Athanasios, 4103 Limassol, Cyprus. The principal business of Greenwich Holdings is acting as an investment holding company. The name, citizenship, present principal occupation of Greenwich Holdings’ directors and the name, principal business
and address of any corporation or other organization in which such employment is conducted is set forth below. Greenwich Holdings does not have any executive officers.
|
|
|
|
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.
|
|
|
|
|
Spyros Episkopou
|
Director
|
Mr. Episkopou’s principal business address is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103 Limassol,
Cyprus. Mr. Episkopou is a resident of Cyprus.
|
|
|
|
|
Eirini Santhi Theocharous
|
Director
|
Mrs. Theocharous’ principal business address is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103
Limassol, Cyprus. Mrs. Theocharous is a citizen of Cyprus.
|
|
|
|
|
Kyriacos Kazamias
|
Director
|
Mr. Kazamias’ principal business address is Georgiou Drossini 6, 4043 Limassol, Cyprus. Mr. Kazamias is a citizen of Cyprus.
|
|
|
|
(v) The address of C.K. Limited’s principal place of business is JTC House, 28 Esplanade, St. Helier, Jersey, Channel Islands JE4 2QP. The principal
business of C.K. Limited is acting as trustee of the Trusts that indirectly hold all of the shares of Famatown, Hemen Holding and Greenwich Holdings. The name, citizenship, present principal occupation of C.K. Limited’s directors and the
name, principal business and address of any corporation or other organization in which such employment is conducted is set forth below. C.K Limited does not have any executive officers.
|
|
|
|
Spyros Episkopou
|
Director
|
Mr. Episkopou’s principal business address is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103 Limassol,
Cyprus. Mr. Episkopou is a resident of Cyprus.
|
|
|
|
|
Eirini Santhi Theocharous
|
Alternate Director to Spyros Episkopou
|
Mrs. Theocharous’ principal business address is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103
Limassol, Cyprus. Mrs. Theocharous is a citizen of Cyprus.
|
|
|
|
|
JTC Directors Limited
|
Corporate Director
|
JTC Directors Limited’s business address is JTC House, 28 Esplanade, St. Helier, Jersey, Channel Islands JE2 3QA. JTC Directors Limited is
organized in Jersey.
|
|
|
|
|
Castle Directors Limited
|
Corporate Director
|
Castle Directors Limited’s principal business address is JTC House, 28 Esplanade, St. Helier, Jersey, Channel Islands JE2 3QA. Castle
Directors Limited is organized in Jersey.
|
|
|
(d. and e.)
|
To the best knowledge of the Reporting Persons, none of the entities or persons identified in this Item 2, has, during the past five years, been convicted
of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor 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.
|
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
|
|
|
|
|
There are no material changes to the Schedule 13D.
|
|
Item 4.
|
Purpose of Transaction.
|
|
|
|
|
|
Item 4 of the Schedule 13D is hereby supplemented by the addition of the following:
On January 18, 2023, Frontline received an emergency arbitration request from the Issuer for urgent interim and conservatory measures following Frontline’s
decision to terminate the Combination Agreement (such capitalized terms having the meanings given to them in prior amendments to this Schedule 13D).
|
|
The Reporting Persons continue to hold Ordinary Shares for investment purposes. The Reporting Persons reserve the right to effect
transactions that would change the number of Ordinary Shares such Reporting Persons may be deemed to beneficially own. Depending on, among other things, trading prices for the Ordinary Shares, the financial condition, results of operations
and prospects of the Issuer, general economic, market and industry conditions, and the Reporting Persons’ overall investment objectives, strategic position and financial condition, the Reporting Persons may, from time to time, acquire
additional Ordinary Shares in private or public transactions, maintain its present ownership position, or sell Ordinary Shares. The Reporting Persons may continue to increase their investment in the Issuer beyond that which has been
reported in this Amendment No. 7, including through the acquisition of additional Ordinary Shares, based on market conditions. The Reporting Persons reserve the right to change their current plans and intentions,
which may include the decision not to acquire additional Ordinary Shares or to sell some or all of their Ordinary Shares in private or public transactions.
|
|
Item 5.
|
Interest in Securities of the Issuer.
|
|
|
|
|
(a, b)
|
According to the Issuer’s financial results for the third quarter ended September 30, 2022, which were filed with the Commission on Form 6-K on November 4,
2022, there were 201,783,532 Ordinary Shares issued and outstanding as of September 30, 2022. The Reporting Persons report beneficial ownership of the following Ordinary Shares:
Famatown may be deemed to be the owner of 31,976,865 Ordinary Shares, constituting 15.85% of the Ordinary Shares outstanding. Famatown has the sole power
to vote or direct the vote of 0 Ordinary Shares and the shared power to vote or to direct the vote of 31,976,865 Ordinary Shares. Famatown has the sole power to dispose or direct the disposition of 0 Ordinary Shares and the shared power to
dispose or to direct the disposition of 31,976,865 Ordinary Shares.
Frontline may be deemed to be the owner of 13,664,613 Ordinary Shares, constituting 6.77% of the Ordinary Shares outstanding. Frontline has the sole power
to vote or direct the vote of 0 Ordinary Shares and the shared power to vote or to direct the vote of 13,664,613 Ordinary Shares. Frontline has the sole power to dispose or direct the disposition of 0 Ordinary Shares and the shared power to
dispose or to direct the disposition of 13,664,613 Ordinary Shares.
Hemen Holding, through Frontline, may be deemed to be the owner of 13,664,613 Ordinary Shares, constituting 6.77% of the Ordinary Shares outstanding. Hemen
Holding has the sole power to vote or direct the vote of 0 Ordinary Shares and the shared power to vote or to direct the vote of 13,664,613 Ordinary Shares. Hemen Holding has the sole power to dispose or direct the disposition of 0 Ordinary
Shares and the shared power to dispose or to direct the disposition of 13,664,613 Ordinary Shares.
Greenwich Holdings, through Famatown and Hemen Holding, may be deemed to be the beneficial owner of 45,641,478 Ordinary Shares, constituting 22.62% of the
Ordinary Shares outstanding. Greenwich Holdings has the sole power to vote or direct the vote of 0 Ordinary Shares and the shared power to vote or to direct the vote of 45,641,478 Ordinary Shares. Greenwich Holdings has the sole power to
dispose or direct the disposition of 0 Ordinary Shares and the shared power to dispose or to direct the disposition of 45,641,478 Ordinary Shares.
C.K. Limited, through Greenwich Holdings, may be deemed to be the beneficial owner of 45,641,478 Ordinary Shares, constituting 22.62% of Ordinary Shares
outstanding. C.K. Limited has the sole power to vote or direct the vote of 0 Ordinary Shares and the shared power to vote or to direct the vote of 45,641,478 Ordinary Shares. C.K. Limited has the sole power to dispose or direct the
disposition of 0 Ordinary Shares and the shared power to dispose or to direct the disposition of 45,641,478 Ordinary Shares.
|
|
|
|
|
(c)
|
To the best of the Reporting Persons’ knowledge, all transactions in the Ordinary Shares effected in the open market by the Reporting Persons since the
most recent filing of the Schedule 13D are set forth in Schedule I to this Amendment No. 7.
|
|
|
|
|
(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
Ordinary Shares beneficially owned by the Reporting Persons.
|
|
|
|
|
(e)
|
Not applicable.
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
|
|
|
|
|
The Reporting Persons’ response to Item 4 is incorporated by reference into this Item 6.
|
|
|
|
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
|
|
|
|
Exhibit A – Joint Filing Agreement
Schedule 1 – Information with Respect to Transactions Effected
|
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.
|
Date: January 20, 2023
|
|
|
|
FAMATOWN FINANCE LIMITED
|
|
| /s/ Spyros Episkopou | |
|
Name: Spyros Episkopou
Title: Director
|
|
|
|
FRONTLINE PLC
|
|
|
|
|
|
/s/ Inger M. Klemp
|
|
|
Name: Inger M. Klemp
Title: Principal Financial Officer
|
|
|
|
|
|
HEMEN HOLDNG LIMITED
|
|
|
|
|
|
/s/ Spyros Episkopou
|
|
|
Name: Spyros Episkopou
Title: Director
|
|
|
GREENWICH HOLDINGS LIMITED
|
|
|
|
|
|
/s/ Spyros Episkopou
|
|
|
Name: Spyros Episkopou
Title: Director
|
|
|
C.K. LIMITED
|
|
|
|
|
|
/s/ Spyros Episkopou
|
|
|
Name: Spyros Episkopou
Title: Director
|
Exhibit A
JOINT FILING AGREEMENT
Each of the undersigned hereby consents and agrees to the joint filing of this Schedule 13D, including any amendment(s) thereto, relating to the Ordinary Shares
of the Issuer.
|
Date: January 20, 2023
|
|
|
|
FAMATOWN FINANCE LIMITED
|
|
| /s/ Spyros Episkopou | |
|
Name: Spyros Episkopou
Title: Director
|
|
|
|
FRONTLINE PLC
|
|
|
|
|
|
/s/ Inger M. Klemp
|
|
|
Name: Inger M. Klemp
Title: Principal Financial Officer
|
|
|
|
|
|
HEMEN HOLDING LIMITED
|
|
|
|
|
|
/s/ Spyros Episkopou
|
|
|
Name: Spyros Episkopou
Title: Director
|
|
|
GREENWICH HOLDINGS LIMITED
|
|
|
|
|
|
/s/ Spyros Episkopou
|
|
|
Name: Spyros Episkopou
Title: Director
|
|
|
C.K. LIMITED
|
|
|
|
|
|
/s/ Spyros Episkopou
|
|
|
Name: Spyros Episkopou
Title: Director
|
Schedule 1
Transactions Effected Since the Most Recent Filing of the Schedule 13D
The following transactions in the Ordinary Shares were effected in open market purchases by Famatown Finance Limited since the most recent filing of the Schedule 13D:
|
Date
|
Amount of shares of Common Stock (Sold)
|
Approx. Price per share of Common Stock
|
|
1/17/2023
|
126,000
|
EUR 14.0614
|
|
1/17/2023
|
692,000
|
USD 15.2430
|
|
1/18/2023
|
2,040,000
|
USD 15.4685
|
|
1/19/2023
|
462,000
|
EUR 14.1427
|
|
1/19/2023
|
1,000,000
|
USD 15.4233
|
| 1/20/2023 |
100,000 |
EUR 14.3310 |
| 1/20/2023 |
233,000 |
USD 15.6824 |