WASHINGTON, D.C. 20549
| Name | Principal Occupation and Employment (1) | Citizenship |
| Emanuele Lauro | Director and Chief Executive Officer of Scorpio Holdings, SSH, the Issuer, Scorpio Bulkers Inc., Hermitage Offshore Services Ltd., and other entities within the Scorpio group of companies. | Italy |
| Robert Bugbee | Director and President of Scorpio Holdings, SSH, the Issuer, Scorpio Bulkers Inc., Hermitage Offshore Services Ltd., and other entities within the Scorpio group of companies. | Britain |
| Cameron Mackey | Director and Chief Operating Officer of Scorpio Holdings, SSH, the Issuer, Hermitage Offshore Services Ltd., and other entities within the Scorpio group of companies, and Chief Operating Officer of Scorpio Bulkers Inc. | USA |
| Filippo Lauro | Director and Vice President of Scorpio Holdings, SSH, and other entities within the Scorpio group of companies, and Vice President of the Issuer, Scorpio Bulkers Inc., and Hermitage Offshore Services Ltd. | Italy |
Brian Lee | Chief Financial Officer of Scorpio Holdings, SSH, the Issuer, and other entities within the Scorpio group of companies. | USA |
| Rosada Guglielmi | Director of Scorpio Assets Holding and Scorpio Assets STNG, and other entities within the Scorpio group of companies. | Italy |
(a,b) | As of May 12, 2020, the Issuer reported 58,672,080 Common Shares outstanding. Based on the foregoing, as of the date of this filing: Ms. Lolli-Ghetti may be deemed the beneficial owner of 2,955,849 Common Shares, representing approximately 5.0% of the Issuer’s outstanding Common Shares and Scorpio Holdings may be deemed the beneficial owner of 2,657,839 Common Shares, representing approximately 4.5% of the Issuer’s outstanding Common Shares. Scorpio Holdings and Ms. Lolli-Ghetti have the shared power to vote and dispose of 2,657,839 of these Common Shares. Ms. Lolli-Ghetti has the sole power to vote and dispose of 298,010 Common Shares. SSH may be deemed the beneficial owner of 2,105,640 Common Shares, representing approximately 3.6% of the Issuer’s outstanding Common Shares. SSH, Scorpio Holdings and Ms. Lolli-Ghetti have the shared power to vote and dispose of these Common Shares. Scorpio Assets Holding and Scorpio Assets STNG may be deemed the beneficial owners of 552,199 Common Shares, representing approximately 0.9% of the Issuer’s outstanding Common Shares. Scorpio Assets Holding, Scorpio Assets STNG, Scorpio Holdings and Ms. Lolli-Ghetti have the shared power to vote and dispose of these Common Shares. As of the date of this filing, the Principals may be deemed to be the beneficial owners of an aggregate of 3,663,323 Common Shares, with the sole power to vote and dispose of the Common Shares that each Principal respectively owns. | |
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(c) | To the best of the Reporting Persons’ knowledge, transactions in the Common Shares effected by the Reporting Persons during the past 60 days are set forth on Exhibit A to this Schedule 13D. | |
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(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 or the Principals. | |
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(e) | Not applicable. | |
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.
* The Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
CONTRIBUTION AGREEMENT
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of 21 February 2019, by Scorpio Services Holding Limited (the “Shareholder”) and Scorpio Assets STNG Limited (“SASL”)
WHEREAS, the Shareholder is a holder of certain shares (“Shareholding”) in Scorpio Tankers Inc.;
WHEREAS, the ultimate beneficial owners of the Shareholder and SASL are the same and the Shareholder desires as part of a tax free “F” reorganization to contribute 679,903 issued and outstanding shares of the Shareholding as a contribution to the capital of SASL (the “Contributed Assets”); and
WHEREAS, SASL desires to accept such contribution.
NOW, THEREFORE, in consideration of the aforesaid transfer and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Shareholder and SASL do hereby covenant and agree each with the other as follows:
1. Contribution. Subject to the terms and conditions of this Agreement, the Shareholder hereby assigns, transfers, conveys and contributes to SASL, and SASL hereby accepts, as a contribution to its capital, effective immediately, all of the Shareholder’s rights, obligations, title and interest in, to and under the Contributed Assets, free and clear of any liens, charges or encumbrances.
2. Amendment and Waiver. This Agreement may be amended or any provision of this Agreement may be waived; provided that any amendment of this Agreement shall require the prior written consent of the Shareholder and SASL and any waiver shall be binding only if such waiver is set forth in writing executed by the party against whom enforcement is sought.
3. Successors and Assigns. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of Shareholder and SASL and their respective successors and assigns.
4. Governing Law and Forum. This Agreement and the rights hereunder of the Shareholder and SASL will be governed by, interpreted, and enforced in accordance with the laws of the State of New York without giving regard to principles of conflicts of law. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
5. Further Assurances. The Shareholder and SASL shall cooperate with the other, and execute and deliver, or use its best efforts to cause to be executed and delivered, all such other instruments, including instruments of conveyance, assignment and transfer, and take all such other actions as such party hereto may reasonably be requested to take by the other party hereto from time to time, consistent with the terms of this Agreement, in order to effectuate the provisions and purposes of this Agreement and the transactions contemplated hereby.
6. Entire Agreement. This Agreement embodies the entire agreement and understanding of the Shareholder and SASL in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings (oral or written) between the Shareholder and SASL with respect to such subject matter.
7. Tax Treatment. The Shareholder and SASL intend that the contribution of the Contributed Assets to SASL shall be exempt from U.S federal income tax.
8. Counterparts. This Agreement may be executed in multiple counterparts (including by means of telecopied or electronically transmitted signature pages), all of which together shall constitute one and the same Agreement.
- Signature Page Follows -
IN WITNESS WHEREOF, the Shareholder and SASL have executed this Agreement as of the date first written above.
| | SHAREHOLDER: |
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| | SCORPIO SERVICES HOLDINGS LIMITED |
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| | By: | /s/ Eleni Elpis Nassopoulou |
| | | Name: Eleni Elpis Nassopoulou |
| | | Title: General Counsel |
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| | SASL: |
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| | SCORPIO ASSETS STNG LIMITED |
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| | By: | /s/ Rosada Guglielmi |
| | | Name: Rosada Guglielmni |
| | | Title Secretary |
Each of the undersigned hereby consents and agrees to the joint filing of this Schedule 13D, including any amendments thereto, relating to the common shares, par value $0.01 per share, of Scorpio Tankers Inc.
