Sec Form 13D Filing - Famatown Finance Ltd filing for Euronav NVEuronav NV - 2023-01-13

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 12, 2023

(Date of Event Which Requires Filing of this Statement)

 

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

27,323,865

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

27,323,865

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

PERSON

27,323,865

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

[_]

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.54%

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 SHARE S

[_]

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

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

40,988,478

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

40,988,478

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

PERSON

40,988,478

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

[_]

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

20.31%

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) [_]

(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

40,988,478

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

40,988,478

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

PERSON

40,988,478

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

[_]

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

20.31%

14.

TYPE OF REPORTING PERSON

CO

Item 1.

Security and Issuer.

This Amendment No. 6 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 Leoforos Nikis 1, 4108 Ayios Athansios, 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 Leoforos Nikis 1, 4108 Ayios Athansios, 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.

The Reporting Persons have acquired Ordinary Shares for investment purposes. The Reporting Persons evaluate their investment in the Ordinary 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 below, relate to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D.

 

Representatives of the Reporting Persons reserve the right to engage in discussions from time to time with the Board of Directors 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. In addition to the foregoing, the Reporting Persons and their representatives reserve the right to join together with others to engage the Issuer, other shareholders of the Issuer, consultants, financial advisors and other relevant parties in discussions and negotiations relating to, and may enter into certain agreements and take certain actions in connection with, one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

 

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

 

On January 9, 2023, Frontline announced that it terminated the Combination Agreement and no longer pursues a Cominbation and the Tender Offer with the Issuer (such capitalized terms having the meanings given to them in prior amendments to this Schedule 13D).

 

Accordingly, 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 increase their investment in the Issuer beyond that which has been reported in this Amendment No. 6, 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 27,323,865 Ordinary Shares, constituting 13.54% 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 27,323,865 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 27,323,865 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 40,988,478 Ordinary Shares, constituting 20.31% of the Ordinary Shares outstanding. Gr eenwich 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 40,988,478 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 40,988,478 Ordinary Shares.

 

C.K. Limited, through Greenwich Holdings, may be deemed to be the beneficial owner of 40,988,478 Ordinary Shares, constituting 20.31% 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 40,988,478 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 40,988,478 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 during the past 60 days are set forth in Schedule I to this Amendment No. 6.

(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

 

Date: January 13, 2023

FAMATOWN FINANCE LIMITED

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

 

Date: January 13, 2023

FAMATOWN FINANCE LIMITED

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

 

 

Date

Amount of shares of Common Stock (Sold)

Approx. Price per share of Common Stock

1/10/2023

250,000

1/10/2023

530,000

USD 13.5141

1/10/2023

800,000

USD 13.6361

1/11/2023

320,000

1/12/2023

1,205,000

USD 14.0335

1/12/2023

455,000

EUR 12.6786