UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 3)*
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)
March 30, 2022
(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 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, 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
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Compagnie Maritime Belge NV | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
WC, BK | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
23,985,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
23,985,000 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,985,000 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.89%* | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
| * | The denominator is based on 201,677,981 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuer’s Current Report on Form 6-K furnished to the U.S. Securities and Exchange Commission on February 4, 2022. |
CUSIP No. B38564108
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Saverco NV | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
WC* | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
24,009,400 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
24,009,400 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,009,400 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.90%** | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
| * | As to 24,400 Ordinary Shares owned directly by Saverco NV. |
| ** | The denominator is based on 201,677,981 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuer’s Current Report on Form 6-K furnished to the U.S. Securities and Exchange Commission on February 4, 2022. |
CUSIP No. B38564108
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alexander Saverys | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
24,009,400 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
24,009,400 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,009,400 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.90%* | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| * | The denominator is based on 201,677,981 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuer’s Current Report on Form 6-K furnished to the U.S. Securities and Exchange Commission on February 4, 2022. |
CUSIP No. B38564108
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ludovic Saverys | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
24,009,400 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
24,009,400 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,009,400 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.90%* | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| * | The denominator is based on 201,677,981 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuer’s Current Report on Form 6-K furnished to the U.S. Securities and Exchange Commission on February 4, 2022. |
CUSIP No. B38564108
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael Saverys | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
24,009,400 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
24,009,400 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,009,400 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.90%* | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| * | The denominator is based on 201,677,981 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuer’s Current Report on Form 6-K furnished to the U.S. Securities and Exchange Commission on February 4, 2022. |
CUSIP No. B38564108
Explanatory Note
This Amendment No. 3 (“Amendment No. 3”) 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 and Amendment No. 2 thereto filed with the Commission on March 9, 2022 (the “Original Schedule 13D”, and as amended and supplemented by this Amendment No. 3, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Original Schedule 13D.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Original Schedule 13D is hereby amended to read as follows:
Since September 14, 2021 until the date of this Schedule 13D, CMB has acquired a total of 23,985,000 Ordinary Shares in a series of transactions at prices ranging from $8.29 to $11.80. As of the date of this Schedule 13D, the source of funds used in these transactions is approximately $138,000,000 from the working capital of CMB, and borrowings of approximately $105,000,000 under the Loan Agreement dated November 10, 2021, as amended (the “Loan Agreement”), by and among CMB, as borrower, Belfius Bank SA/NV (“Belfius”) and KBC Bank NV (“KBC”) as lenders, (the “Lenders”), Belfius and KBC as mandated lead arrangers, and KBC as coordinator, agent and security trustee. Of those transactions, from February 4, 2022 to March 31, 2022, CMB acquired 13,985,000 Ordinary Shares at prices ranging from $8.88 to $11.80 per share for an aggregate purchase price of $146,931,391 (including commissions). Transactions were conducted in both US Dollars and Euros. Transactions conducted in Euros were converted to US Dollars at a conversion rate in effect on the relevant trade date.
The information set forth in Item 6 of this Schedule 13D related to the Loan Agreement is hereby incorporated by reference into this Item 3.
| Item 5. | Interest in Securities of the Issuer |
Item 5(a)-(c) of the Original Schedule 13d is hereby amended to read as follows:
| (a)-(b) | As of the date of this Schedule 13D, CMB directly owns 23,985,000 Ordinary Shares, which represents 11.89% of the outstanding Ordinary Shares based upon 201,677,981 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuer’s Current Report on Form 6-K furnished to the U.S. Securities and Exchange Commission on February 4, 2022. CMB has the shared power to vote or direct the vote of 23,985,000 Ordinary Shares. CMB has the shared power to dispose or direct the disposition of 23,985,000 Ordinary Shares. |
As of the date of this Schedule 13D, Saverco directly owns 24,400 Ordinary Shares. Saverco may be deemed to beneficially own 24,009,400 Ordinary Shares, which represents 11.90% of the outstanding Ordinary Shares based upon 201,677,981 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuer’s Current Report on Form 6-K furnished to the U.S. Securities and Exchange Commission on February 4, 2022. Saverco has the shared power to vote or direct the vote of 24,009,400 Ordinary Shares. Saverco has the shared power to dispose or direct the disposition of 24,009,400 Ordinary Shares.
As of the date of this Schedule 13D, Alexander Saverys owns no Ordinary Shares directly. Alexander Saverys may be deemed to be the beneficial owner of 24,009,400 Ordinary Shares, which represents 11.90% of the outstanding Ordinary Shares based upon 201,677,981 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuer’s Current Report on Form 6-K furnished to the U.S. Securities and Exchange Commission on February 4, 2022. Alexander Saverys has the shared power to vote or direct the vote of 24,009,400 Ordinary Shares and the shared power to dispose or direct the disposition of 24,009,400 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 be the beneficial owner of 24,009,400 Ordinary Shares, which represents 11.90% of the outstanding Ordinary Shares based upon 201,677,981 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuer’s Current Report on Form 6-K furnished to the U.S. Securities and Exchange Commission on February 4, 2022. Ludovic Saverys has the shared power to vote or direct the vote of 24,009,400 Ordinary Shares and the shared power to dispose or direct the disposition of 24,009,400 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 be the beneficial owner of 24,009,400 Ordinary Shares, which represents 11.90% of the outstanding Ordinary Shares based upon 201,677,981 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuer’s Current Report on Form 6-K furnished to the U.S. Securities and Exchange Commission on February 4, 2022. Michael Saverys has the shared power to vote or direct the vote of 24,009,400 Ordinary Shares and the shared power to dispose or direct the disposition of 24,009,400 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.
| (c) | During the past sixty (60) days, CMB purchased Ordinary Shares in a series of open-market transactions. The transaction dates, number of shares purchased, and average prices per share are set forth on Exhibit B hereto. |
| (d) | To the best knowledge of the Reporting Persons, no other person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5. |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
The second paragraph of Item 6 of the Original Schedule 13D is hereby amended to read as follows:
During November 2021, CMB borrowed an aggregate of $40,000,000 under the Loan Agreement, all of which was repaid in January 2022 out of the working capital of CMB. In March 2022, CMB borrowed $122,500,000 under the Loan Agreement and used approximately $105,000,000 of the proceeds of the loan to fund, in part, the acquisition of the Ordinary Shares that are the subject of this Schedule 13D. As of the date of this Schedule 13D, the outstanding principal balance under the Loan Documentation is $122,500,000.
| Item 7. | Material to Be Filed as Exhibits |
| Exhibit A | Joint Filing Agreement | |
| Exhibit B | Information concerning transactions during the past 60 days |
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.
| April 1, 2022 |
| Dated |
| COMPAGNIE MARITIME BELGE NV | ||
| By: | /s/ Ludovic Saverys | |
| Name: | Ludovic Saverys | |
| Title: |
Chief Financial Officer | |
| SAVERCO NV | ||
| By: | /s/ Ludovic Saverys | |
| Name: | Ludovic Saverys | |
| Title: | Director | |
| ALEXANDER SAVERYS | ||
| /s/ Alexander Saverys | ||
| LUDOVIC SAVERYS | ||
| /s/ Ludovic Saverys | ||
| MICHAEL SAVERYS | ||
| /s/ Michael Saverys | ||
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 1st day of April, 2022.
| COMPAGNIE MARITIME BELGE NV | ||
| By: | /s/ Ludovic Saverys | |
| Name: | Ludovic Saverys | |
| Title: | Chief Financial Officer | |
| SAVERCO NV | ||
| By: | /s/ Ludovic Saverys | |
| Name: | Ludovic Saverys | |
| Title: | Director | |
| ALEXANDER SAVERYS | ||
| /s/ Alexander Saverys | ||
| LUDOVIC SAVERYS | ||
| /s/ Ludovic Saverys | ||
| MICHAEL SAVERYS | ||
| /s/ Michael Saverys | ||
Exhibit B
TRANSACTIONS IN THE ORDINARY SHARES IN THE LAST 60 DAYS
US Dollar Denominated Purchases by CMB
| DATE |
NUMBER OF SHARES PURCHASED |
AVERAGE PRICE PER SHARE |
||||||
| 2/4/2022 |
320,000 | $ | 8.889 | |||||
| 2/7/2022 |
255,000 | $ | 9.4534 | |||||
| 2/8/2022 |
440,000 | $ | 9.4222 | |||||
| 2/9/2022 |
255,000 | $ | 9.4456 | |||||
| 2/10/2022 |
445,000 | $ | 9.8249 | |||||
| 2/11/2022 |
400,000 | $ | 10.1666 | |||||
| 2/14/2022 |
240,000 | $ | 9.9207 | |||||
| 2/15/2022 |
220,000 | $ | 10.1052 | |||||
| 2/22/2022 |
436,444 | $ | 10.6624 | |||||
| 2/23/2022 |
8,556 | $ | 10.4598 | |||||
| 2/24/2022 |
15,000 | $ | 10.2481 | |||||
| 3/7/2022 |
240,000 | $ | 11.6376 | |||||
| 3/8/2022 |
825,000 | $ | 11.8046 | |||||
| 3/9/2022 |
500,000 | $ | 11.3298 | |||||
| 3/30/2022 |
405,000 | $ | 10.5754 | |||||
| 3/31/2022 |
200,000 | $ | 10.6853 | |||||
Euro Denominated Purchases by CMB
(in US Dollars)*
| DATE |
NUMBER OF SHARES PURCHASED |
AVERAGE PRICE PER SHARE |
||||||
| 2/4/2022 |
155,000 | $ | 8.883 | |||||
| 2/7/2022 |
200,000 | $ | 9.2818 | |||||
| 2/8/2022 |
90,000 | $ | 9.3552 | |||||
| 2/9/2022 |
180,000 | $ | 9.402 | |||||
| 2/10/2022 |
260,000 | $ | 9.7645 | |||||
| 2/11/2022 |
880,000 | $ | 9.8705 | |||||
| 2/14/2022 |
65,000 | $ | 9.9202 | |||||
| 2/15/2022 |
230,000 | $ | 10.0145 | |||||
| 2/16/2022 |
380,000 | $ | 10.2160 | |||||
| 2/17/2022 |
25,000 | $ | 10.3798 | |||||
| 2/18/2022 |
85,000 | $ | 10.3410 | |||||
| 2/21/2022 |
725,000 | $ | 10.1813 | |||||
| 2/22/2022 |
680,000 | $ | 10.4581 | |||||
| 2/23/2022 |
330,000 | $ | 10.4203 | |||||
| 2/24/2022 |
310,000 | $ | 10.1606 | |||||
| 3/7/2022 |
910,000 | $ | 11.1582 | |||||
| 3/8/2022 |
695,000 | $ | 11.6624 | |||||
| 3/9/2022 |
385,000 | $ | 11.4580 | |||||
| 3/10/2022 |
815,000 | $ | 11.3721 | |||||
| 3/30/2022 |
659,000 | $ | 10.5524 | |||||
| 3/31/2022 |
721,000 | $ | 10.5825 | |||||
| * | These transactions were conducted in Euros and converted to US Dollars at a conversion rate in effect on the relevant trade date. |