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. 2)*
THE SECURITIES EXCHANGE ACT OF 1934
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Valaris Limited
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(Name of Issuer)
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Common Shares, $0.01 par value
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(Title of Class of Securities)
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G9460G101
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(CUSIP Number)
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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 |
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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January 25, 2023
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(Date of Event Which Requires Filing of this Statement)
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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).
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1.
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NAME OF REPORTING PERSONS
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Famatown Finance Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
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(b) [_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cyprus
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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5,390,153
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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5,390,153
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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5,390,153
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.17%
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14.
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TYPE OF REPORTING PERSON
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CO
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1.
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NAME OF REPORTING PERSONS
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Greenwich Holdings Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
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(b) [_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cyprus
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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5,390,153
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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5,390,153
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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5,390,153
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.17%
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14.
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TYPE OF REPORTING PERSON
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CO
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1.
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NAME OF REPORTING PERSONS
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C.K. Limited*
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
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(b) [_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Jersey
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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5,390,153
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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5,390,153
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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5,390,153
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.17%
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14.
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TYPE OF REPORTING PERSON
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CO
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*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 and Famatown Finance Limited.
Accordingly, C.K. Limited, as trustee, may be deemed to beneficially own the Common Shares of the Issuer that are beneficially owned by Greenwich Holdings Limited and owned by Famatown Finance Limited. 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 Common Shares and Mr. Fredriksen disclaims any control over such Common 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. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the Amendment No. 1 to Schedule 13D (the "Amendment No. 1") filed with the
U.S. Securities and Exchange Commission (the “Commission”) on June 6, 2022 and the Schedule 13D filed with the Commission on December 23, 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 common shares, $0.01 per value per share (the “Common Shares”) of Valaris Limited (the
“Issuer”). Capitalized terms used in this Amendment No. 2 and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D.
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Item 1.
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Security and Issuer.
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This Amendment No. 2 is related to the Common Shares of the Issuer. The principal executive office of the Issuer is Clarendon House, 2 Church Street,
Hamilton, Bermuda.
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Item 2.
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Identity and Background.
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This Schedule 13D is being filed on behalf of the following:
(i) Famatown;
(ii) Greenwich Holdings; and
(iii) C.K. Limited.
Famatown, Greenwich Holdings and C.K. Limited are collectively referred to as the “Reporting Persons.” Greenwich Holdings is the sole
shareholder of Famatown. The shares of Famatown and Greenwich Holdings are indirectly held in the Trusts. C.K. Limited is the trustee of the Trusts.
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(a., b., c.
and f.) |
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(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.
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Spyros Episkopou
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Director
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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.
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Eirini Santhi Theocharous
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Director
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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.
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Christophis Koufaris
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Director
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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.
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(ii) 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.
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Christophis Koufaris
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Director
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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.
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Spyros Episkopou
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Director
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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.
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Eirini Santhi Theocharous
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Director
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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.
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Kyriacos Kazamias
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Director
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Mr. Kazamias’ principal business address is Georgiou Drossini 6, 4043 Limassol, Cyprus. Mr. Kazamias is a citizen of Cyprus.
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(iii) 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 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.
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Spyros Episkopou
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Director
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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.
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Eirini Santhi Theocharous
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Alternate Director to Spyros Episkopou
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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.
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JTC Directors Limited
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Corporate Director
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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.
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Castle Directors Limited
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Corporate Director
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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.
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(d. and e.)
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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.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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There are no material changes to the Schedule 13D.
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Item 4.
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Purpose of Transaction.
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Item 4 of the Schedule 13D is hereby supplemented by the addition of the following:
On December 9, 2021, Famatown, the Issuer and the other parties thereto (collectively, the “Parties”) entered into a support agreement (the “Support
Agreement”), which is more fully described in the Schedule 13D, and on January 25, 2023, the Parties entered into an amendment to the Support Agreement (the “Amendment”) to, among other things:
(a) provide that Famatown will notify the Issuer by March 6, 2023 (the “Nomination Deadline”) whether Gunnar W. Eliassen (the current
Famatown nominee that serves on the board of directors of the Issuer (the “Board”)) will be the Famatown nominee at the 2023 annual general meeting of the Issuer’s shareholders (the “2023 AGM”) or whether Famatown wishes to designate another
nominee that otherwise meets the qualifications set forth in the Support Agreement, with a commitment by the Issuer to nominate such nominee at the 2023 AGM subject to such nominee’s satisfying the requirements set forth in the Support
Agreement for director appointments;
(b) extend the Standstill Period (as defined in the Support Agreement) to the completion of the 2023 AGM and, if Famatown provides
the Issuer notice of its director nominee prior to the Nomination Deadline and such nominee is elected at the 2023 AGM, then the Standstill Period shall be further extended to 30 business days prior to the shareholder nomination deadline for
the 2024 annual general meeting of the Issuer’s shareholders, with continued extensions thereafter consistent with the Support Agreement;
(c) provide that, if Famatown does not notify the Issuer of its director nominee prior to the Nomination Deadline, no Famatown
nominee will be proposed at the 2023 AGM; and
(d) provide that, if Mr. Eliassen resigns from the Board prior to the 2023 AGM, Famatown’s replacement right under the Support
Agreement would not require the Issuer to appoint a replacement director until the conclusion of the 2023 AGM.
The foregoing description of the Amendment is not complete and is qualified in its entirety by the full text of the Amendment, which is attached hereto as Exhibit C
and is incorporated herein by reference.
In accordance with the terms of the Support Agreement, representatives of the Reporting Persons plan to engage in discussions from time to time with the Board and management
of the Issuer, other shareholders of the Issuer, consultants, financial advisors and other relevant parties that may include matters relating to the financial condition, strategy, business, assets, operations, control, extraordinary
transactions, capital structure and strategic plans of the Issuer. The Reporting Persons may effect transactions that would change the number of shares it may be deemed to beneficially own. The Reporting Persons have acquired Common Shares
for investment purposes. The Reporting Persons evaluate their investment in the Common Shares on continual basis. The Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth above,
relate to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D.
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Item 5.
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Interest in Securities of the Issuer.
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(a, b)
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According to the Issuer’s quarterly report on Form 10-Q which was filed with the Commission on November 1, 2022, there were 75,178,676 Common Shares issued
and outstanding as of October 27, 2022. The Reporting Persons report beneficial ownership of the following Common Shares:
Famatown may be deemed to be the owner of 5,390,153 Common Shares, constituting 7.17% of the Common Shares outstanding. Famatown has the sole power to vote
or direct the vote of 0 Common Shares and the shared power to vote or to direct the vote of 5,390,153 Common Shares. Famatown has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or to
direct the disposition of 5,390,153 Common Shares.
Greenwich Holdings, through Famatown, may be deemed to be the beneficial owner of 5,390,153 Common Shares, constituting 7.17% of the Common Shares
outstanding. Greenwich Holdings has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or to direct the vote of 5,390,153 Common Shares. Greenwich Holdings has the sole power to dispose or direct the
disposition of 0 Common Shares and the shared power to dispose or to direct the disposition of 5,390,153 Common Shares.
C.K. Limited, through Greenwich Holdings, may be deemed to be the beneficial owner of 5,390,153 Common Shares, constituting 7.17% of Common Shares
outstanding. C.K. Limited has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or to direct the vote of 5,390,153 Common Shares. C.K. Limited has the sole power to dispose or direct the disposition of 0
Common Shares and the shared power to dispose or to direct the disposition of 5,390,153 Common Shares.
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(c)
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To the best of the Reporting Persons’ knowledge, no transactions in the Common Shares were effected in open market purchases by the Reporting Persons during
the past 60 days.
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(d)
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No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds fr
om the sale of, any of the
Common Shares beneficially owned by the Reporting Persons.
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(e)
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Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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The Reporting Person’s response to Item 4 is incorporated by reference into this Item 6. To the knowledge of the Reporting Persons, there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in Item 2 with respect to any securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit A – Joint Filing Agreement
Exhibit B – Support Agreement, dated as of December 9, 2021, among the Issuer, Famatown and the other parties thereto (incorporated by reference to
Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed on December 9, 2021)
Exhibit C – Amendment to Support Agreement, dated as of January 25, 2023, among the Issuer, Famatown and the other parties thereto (incorporated by
reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed on January 27, 2023)
Exhibit D – Famatown Press Release, dated December 9, 2021
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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.
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Date: January 27, 2023
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FAMATOWN FINANCE LIMITED
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By:
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/s/ Spyros Episkopou
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Name:
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Spyros Episkopou
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Title:
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Director
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GREENWICH HOLDINGS LIMITED
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By:
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/s/ Spyros Episkopou
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Name:
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Spyros Episkopou
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Title:
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Director
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C.K. LIMITED
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By:
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/s/ Spyros Episkopou
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Name:
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Spyros Episkopou
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Title:
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Director
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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 Common Shares of
the Issuer.
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Date: January 27, 2023
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FAMATOWN FINANCE LIMITED
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By:
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/s/ Spyros Episkopou
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Name:
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Spyros Episkopou
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Title:
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Director
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GREENWICH HOLDINGS LIMITED
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By:
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/s/ Spyros Episkopou
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Name:
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Spyros Episkopou
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Title:
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Director
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C.K. LIMITED
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By:
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/s/ Spyros Episkopou
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Name:
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Spyros Episkopou
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Title:
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Director
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Exhibit D
PRESS RELEASE
DATED DECEMBER 9, 2021
Famatown Comments on Valaris Investment
Cyprus, December 9, 2021 - Famatown Finance Limited (“Famatown”), a company indirectly controlled by trusts settled by Mr. John Fredriksen1 and a member of the Seatankers Group, today announced that it has accumulated through open market transactions approximately 5.0% of the common shares of Valaris Limited (NYSE: VAL) (“Valaris”) and has
executed a support agreement with Valaris reflecting the Seatankers Group’s support of and commitment to the Company.
The Seatankers Group holds significant interests within industries such as shipping and energy, oil services and diversified industrials.
These investments include, among others, a strategic ownership position in 14 publicly listed companies, of which five are U.S. listed with a combined enterprise value of approximately $45 billion. Supported by the Seatankers Group’s active
involvement as a major shareholder, these companies have over the last ten years executed private and public transactions with a combined value of approximately $75 billion and created significant shareholder value.
The Seatankers Group’s investment philosophy is comprised of core tenets that include: (i) targeting industry leaders in their respective
spaces, (ii) identifying advantageous timing for potential investments, (iii) executing such investments with a focus on shareholder returns, and (iv) providing long-term shareholder support, as applicable.
Following several years of headwinds, the Seatankers Group believes the offshore drilling industry is in the early stages of an exciting
recovery, driven by industry consolidation and a growing recognition of a need for sustained drilling activity to facilitate an orderly energy transition over time. This inflexion point, which is seeing utilization and dayrates rapidly recovering,
coincides with low asset values across the offshore drilling sector.
The Seatankers Group also believes continued industry consolidation is critical and that Valaris will be an industry leader in the years to
come, and that it represents by far the most compelling value proposition for investors in what is an increasingly attractive industry.
Investment Rationale
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•
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Valaris is well placed to be an industry consolidator given its best-in-class balance sheet and its market-leading fleet of
high-quality assets;
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•
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Valaris has traded at a discount on implied rig values relative to its major peers since emergence, as highlighted in its own October
2021 investor presentation. The Seatankers Group is supportive of the progress that has been made in closing this gap and believes that significant upside still remains in this regard;
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•
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Additionally, the current enterprise value of Valaris is a fraction of the enterprise value pre-pandemic levels and could represent
further material upside should an accelerated market recovery occur;
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&
#xA0;
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Valaris has been highly successful lately in securing additional backlog, which is accretive compared to its current valuation.
Further, Valaris’ remaining idle drilling units are well positioned to win accretive contracts in the near term;
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________________________
1 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 the Shares and Mr. Fredriksen disclaims any control over these Shares, save for any indirect influence he may have with the trustee of the Trusts, in
his capacity as the settlor of the Trusts.
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•
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The Seatankers Group believes the market substantially underestimates the strategic and financial value of Valaris’ ARO joint venture
with Saudi Aramco; and
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Finally, in its assessment of Valaris, the Seatankers Group has recognized the significant earnings potential of the Valaris fleet.
With continued best in class execution and a general market recovery, the Seatankers Group believes Valaris could be in a position to generate annual EBITDA in excess of $1.0 billion in the future.
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With decades of experience and a network in the offshore drilling industry, the Seatankers Group is confident it can be helpful in
accelerating Valaris along the attractive trajectory it is already on. The Seatankers Group has confidence in the Valaris management team and board of Directors and is very excited about the prospects of increased involvement through potential Board
representation should Famatown acquire additional shares in an amount the Valaris Board deems sufficient.
The Seatankers Group’s ambition is to create shareholder value and it is determined to be a long-term shareholder of Valaris. Famatown may
increase its position further from today’s levels.
Cautionary Statements
Statements contained in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,”
“could,” “may,” “might,” “should,” “will” and similar words and specifically include statements relating to future financial performance and shareholder value. Forward-looking statements are aspirational and are not guarantees or promises that such
expectations, plans, or goals will be met. They are also subject to numerous risks, uncertainties and assumptions that may cause actual results to vary materially from those indicated. Each forward-looking statement speaks only as of the date of the
particular statement and we undertake no obligation to update or revise any forward-looking or other statements, except as required by law and notwithstanding any historical practice of doing so.
Investor & Media Contact:
Elena Varnava
This email address is being protected from spambots. You need JavaScript enabled to view it.
+ 357 25 858300
Elena Varnava
+ 357 25 858300