Sec Form 13D Filing - Compagnie Maritime Belge NV filing for CMB.TECH NV (CMBT) - 2023-02-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(AMENDMENT NO. 17)*

Euronav NV

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

B38564108

(CUSIP Number)

Compagnie Maritime Belge NV

De Gerlachekaai 20

2000 Antwerpen

Belgium

Attention: Ludovic Saverys

Chief Financial Officer

Tel: +32 3 247 59 11

With a Copy to:

Robert E. Lustrin, Esq.

Reed Smith LLP

599 Lexington Avenue

New York, NY 10022-7650

Tel: (212) 521-5400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 9, 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 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box   ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. B38564108

CUSIP No. B38564108

CUSIP No. B38564108

CUSIP No. B38564108

CUSIP No. B38564108

CUSIP No. B38564108

Explanatory Note

This Amendment No. 17 (“Amendment No. 17”) to Schedule 13D relates to ordinary shares without par value (the “Ordinary Shares”) of Euronav NV (the “Issuer”) and amends and supplements the initial statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on February 14, 2022, as amended by Amendment No. 1 thereto filed with the Commission on February 23, 2022, Amendment No. 2 thereto filed with the Commission on March 9, 2022, Amendment No. 3 thereto filed with the Commission on April 1, 2022, Amendment No. 4 thereto f iled with the Commission on April 4, 2022, Amendment No. 5 thereto filed with the Commission on April 12, 2022, Amendment No. 6 thereto filed with the Commission on April 26, 2022, Amendment No. 7 thereto filed with the Commission on May 4, 2022, Amendment No. 8 thereto filed with the Commission on May 17, 2022, Amendment No. 9 thereto filed with the Commission on May 24, 2022, Amendment No. 10 thereto filed with the Commission on July 13, 2022, Amendment No. 11 thereto filed with the Commission on October 11, 2022, Amendment No. 12 thereto filed with the Commission on December 2, 2022, Amendment No. 13 thereto filed with the Commission on December 5, 2022, Amendment No. 14 thereto filed with the Commission on December 12, 2022, Amendment No. 15 thereto filed with the Commission on December 14, 2022 and Amendment No.16 thereto filed with the Commission on January 18, 2023 (the “Original Schedule 13D”, and as amended and supplemented by this Amendment No. 17, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 17 shall have the same meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 17 does not modify any of the information previously reported in the Original Schedule 13D.

Item 4 of the Original Schedule 13D is hereby amended and supplemented to replace the last three paragraphs with the following:

On February 4, 2023, by letter to CMB, the Issuer requested that CMB consider a change to the Supervisory Board of the Issuer to include four (4) of the current five (5) independent members, two (2) newly appointed “non-independent” members nominated by CMB (being Messrs. Marc Saverys and Patrick De Brabandere) and two (2) newly appointed non-independent members to be nominated by Famatown Finance Limited. On February 6, 2023, CMB responded to the Issuer via email reiterating its call for the dismissal of all current members of the Supervisory Board of the Issuer.

On February 6, 2023, the Issuer posted to its internet website the Convening Notice for the Issuer’s Special Meeting of shareholders to be held on March 23, 2023 in Antwerp, Belgium. The convening notice includes the agenda items requested by CMB to remove the five directors comprising the Issuer’s Supervisory Board and to appoint five new directors: Mr. Marc Saverys (one of the Original Saverco Parties, who served as Chairman of the Issuer’s Supervisory Board from 2003 to July 2014 and Vice-Chairman of the Issuer’s Supervisory Board from July 2014 to December 2015); Mr. Patrick De Brabandere (a Director of CMB, one of the Reporting Persons); Mrs. Julie De Nul; Mrs. Catherina Scheers; and Mr. Patrick Molis.

On February 9, 2023, at the request of the Financial Services and Markets Authority of Belgium, CMB issued a press release (a copy of which is attached as Exhibit H to this Schedule 13D and incorporated herein by reference) summarizing CMB’s reasons for proposing to replace the Supervisory Board of the Issuer with five nominees for director at the Special Meeting and its view on Euronav’s strategy.

CMB purchased the Ordinary Shares reported on this Schedule 13D based on the Reporting Persons’ belief that the Ordinary Shares represent an attractive investment opportunity. CMB acquired additional Ordinary Shares with the purpose and intent of seeking the election of one or more directors to the Supervisory Board of the Issuer and to influence the outcome of matters submitted to the vote of the shareholders of the Issuer. The Reporting Persons currently seek to replace the Issuer’s Supervisory Board with its nominees and intend to engage in discussions with members of the Supervisory Board and management of the Issuer, other current or prospective shareholders, and other parties, concerning the Issuer’s strategic alternatives and direction. The Reporting persons continue to desire to more actively participate in decisions concerning the strategic direction of the Issuer and seek to maximize shareholder value to the benefit of the Issuer and its shareholders, including CMB. The Reporting Persons may, from time to time, change or modify their intentions as stated in this Item 4. The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons may undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: the outcome of any Special Meeting and any discussions referred to in this Item 4; an ongoing evaluation of the Issuer’s business, financial condition, operations, strategy and prospects; the trading price of the Ordinary Shares; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

The Reporting Persons may acquire additional beneficial ownership of securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately-negotiated transactions. In addition, the Reporting Persons may (i) take other actions to influence control of the Issuer, and/or (ii) engage in other discussions with management, the Issuer’s Supervisory Board or a committee thereof, security holders of the Issuer, and other relevant parties, or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; or other material changes in the Issuer’s business or corporate structure, including changes in management or the composition of the Issuer’s Supervisory Board.

Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the items listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

Item 5(a)-(c) of the Original Schedule 13D is hereby amended to read as follows:

As of the date of this Schedule 13D, Saverco directly owns 24,400 Ordinary Shares. Saverco may be deemed to beneficially own 50,450,000 Ordinary Shares, which represents 25.00% of the outstanding Ordinary Shares based upon 201,783,532 Ordinary Shares outstanding as of December 31, 2022, as reported in the Issuer’s Current Report on Form 6-K furnished to the Commission on February 3, 2023. Saverco has the shared power to vote or direct the vote of 50,450,000 Ordinary Shares. Saverco has the shared power to dispose or direct the disposition of 50,450,000 Ordinary Shares.

As of the date of this Schedule 13D, Alexander Saverys owns no Ordinary Shares directly. Alexander Saverys may be deemed to beneficially own 50,450,000 Ordinary Shares, which represents 25.00% of the outstanding Ordinary Shares based upon 201,783,532 Ordinary Shares outstanding as of December 31, 2022, as reported in the Issuer’s Current Report on Form 6-K furnished to the Commission on February 3, 2023. Alexander Saverys has the shared power to vote or direct the vote of 50,450,000 Ordinary Shares and the shared power to dispose or direct the disposition of 50,450,000 Ordinary Shares. Alexander Saverys disclaims beneficial ownership of such Ordinary Shares, except to the extent of his pecuniary interest therein.

As of the date of this Schedule 13D, Ludovic Saverys owns no Ordinary Shares directly. Ludovic Saverys may be deemed to beneficially own 50,450,000 Ordinary Shares, which represents 25.00% of the outstanding Ordinary Shares based upon 201,783,532 Ordinary Shares outstanding as of December 31, 2022, as reported in the Issuer’s Current Report on Form 6-K furnished to the Commission on February 3, 2023. Ludovic Saverys has the shared power to vote or direct the vote of 50,450,000 Ordinary Shares and the shared power to dispose or direct the disposition of 50,450,000 Ordinary Shares. Ludovic Saverys disclaims beneficial ownership of such Ordinary Shares, except to the extent of his pecuniary interest therein.

As of the date of this Schedule 13D, Michael Saverys owns no Ordinary Shares directly. Michael Saverys may be deemed to beneficially own 50,450,000 Ordinary Shares, which represents 25.00% of the outstanding Ordinary Shares based upon 201,783,532 Ordinary Shares outstanding as of December 31, 2022, as reported in the Issuer’s Current Report on Form 6-K furnished to the Commission on February 3, 2023. Michael Saverys has the shared power to vote or direct the vote of 50,450,000 Ordinary Shares and the shared power to dispose or direct the disposition of 50,450,000 Ordinary Shares. Michael Saverys disclaims beneficial ownership of such Ordinary Shares, except to the extent of his pecuniary interest therein.

Except as described above, no Ordinary Shares are beneficially owned by the persons named in Item 2.

Signatures

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.