Sec Form 13D Filing - Famatown Finance Ltd filing for VALARIS LTD COM (VAL) - 2023-06-08

Insider filing report for Changes in Beneficial Ownership

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  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Amendment No. 3)*
THE SECURITIES EXCHANGE ACT OF 1934

Valaris Limited
(Name of Issuer)

Common Shares, $0.01 par value
(Title of Class of Securities)

G9460G101
(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)

June 7, 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) [X]
 
 
(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
 
 
 
 
 
5,390,153
 
 
 
 
9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 
 
 
 
10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
5,390,153
 
 
 
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
 
 
PERSON
 
 
 
 
 
5,390,153
 
 
 
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
CERTAIN SHARES
[_]
 
 
 
 
 
 
13.
PERCENT OF CLASS REPRESENTE D BY AMOUNT IN ROW (11)
 
 
 
 
 
7.17 %
 
 
 
 
14.
TYPE OF REPORTING PERSON
 
 
 
 
 
CO
 





1.
NAME OF REPORTING PERSONS
 
     
 
Greenwich Holdings Limited
 
 
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a) [X]
 
  
(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
 
 
 
< /td>
 
 
0
 
 
 
 
8.
SHARED VOTING POWER
 
 
 
 
 
5,390,153
 
 
 
 
9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 
 
 
 
10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
5,390,153
 
 
 
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
 
 
PERSON
 
 
 
 
 
5,390,153
 
 
 
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
CERTAIN SHARES
[_]
 
 
 
 
 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
7.17%
 
 
 
 
14.
TYPE OF REPORTING PERSON
 
 
 
 
 
CO
 



1.
NAME OF REPORTING PERSONS
 
     
 
C.K. Limited*
 
 
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a) [X]
 
 
(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
 
 
 
 
 
5,390,153
 
 
 
 
9.
SOLE DISPOSITIVE POWER
 
 
 
< div style="line-height: 11.4pt;color: #000000;font-family: "> 
0
 
 
 
 
10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
5,390,153
 
 
 
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
 
 
PERSON
 
 
 
 
 
5,390,153
 
 
 
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
CERTAIN SHARES
[_]
 
 
 
 
 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
7.17%
 
 
 
 
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 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. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the Amendment No. 2 to Schedule 13D (the “Amendment No. 2”) filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 27, 2023, the Amendment No. 1 to Schedule 13D (“Amendment No. 1”) filed with 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. 3 and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D.

Item 1.
Security and Issuer.
 
 
 
This Amendment No. 3 is related to the Common Shares of the Issuer. The principal executive office of the Issuer is Clarendon House, 2 Church Street, Hamilton, Bermuda.
 
 
Item 2.
Identity and Background.
 
 
 
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. 
 
(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 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.

 
(iii) The address of C.K. Li mited’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. 

 
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 December 9, 2021, Famatown, the Issuer and the other parties thereto entered into a support agreement (as amended, the “Support Agreement”), which is more fully described in the Schedule 13D.
 
Pursuant to the Support Agreement, the Issuer’s Board of Directors (the “Board”) nominated Kristian Johansen to stand for election as a director of the Issuer at the Issuer’s 2023 annual general meeting of shareholders (the “2023 Annual Meeting”). On June 7, 2023, the Issuer held its 2023 Annual Meeting and reported that Mr. Johansen was elected by vote of the Issuer’s shareholders to serve on the Board.
 
Mr. Johansen will tender his resignation as a director if, among other things, Famatown's aggregate beneficial ownership falls below the threshold set forth in the Support Agreement. Mr. Johansen replaces Gunnar Eliassen as Famatown's designee under the Support Agreement.
 
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.
 


 
 
Item 5.
Interest in Securities of the Issuer.
 
 
(a, b)
According to the Issuer’s quarterly report on Form 10-Q, which was filed with the Commission on May 2, 2023, there were 75,181,200 Common Shares issued and outstanding as of April 27, 2023.  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 Commo n 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.
 
 
(c)
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.
 
 
(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 Common 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 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.
 
 
Item 7.
Material to be Filed as Exhibits.
 
 
 
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 (incorporated by reference to Exhibit C of the original Schedule 13D filed by the Reporting Persons with the Commission on December 23, 2021)
 




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: June 8, 2023 
 
 
  
 
FAMATOWN FINANCE LIMITED
  
 
 
 
  
 
By:
/s/ Spyros Episkopou
  
 
Name:
Spyros Episkopou
  
 
Title:
Director
  
 
 
 
  

 
GREENWICH HOLDINGS LIMITED
  
 
 
  
 
By:
/s/ Spyros Episkopou
  
 
Name:
Spyros Episkopou
  
 
Title:
Director
  
 
 
 

  
 
C.K. LIMITED
  
 
 
  
 
By:
/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 Common Shares of the Issuer.
Date: June 8, 2023 
 
 
  
 
FAMATOWN FINANCE LIMITED
  
 
 
 
  
 
By:
/s/ Spyros Episkopou
  
 
Name:
Spyros Episkopou
  
 
Title:
Director
  
 
 
 
  

 
GREENWICH HOLDINGS LIMITED
  
 
 
  
 
By:
/s/ Spyros Episkopou
  
 
Name:
Spyros Episkopou
  
 
Title:
Director
  
 
 
 
  
 
 
 
  
 
C.K. LIMITED
  
 
 
  
 
By:
/s/ Spyros Episkopou
  
 
Name:
Spyros Episkopou
  
 
Title:
Director