UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2020
Commission File Number: 001-36810
EURONAV NV
De Gerlachekaai 20
2000 Antwerpen
Belgium
011-32-3-247-4411
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ].
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ].
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached hereto as Exhibit 99.1 is a copy of the press release of Euronav NV (the "Company"), dated March 5, 2020, announcing that the Company will hold a Special General Meeting of shareholders on Thursday, April 9, 2020 at 11:00 a.m. (Belgian time) in 2000 Antwerp, Schaliënstraat 5.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| EURONAV NV | |||
(Registrant) | |||
Dated: March 5, 2020 | |||
By: | /s/ Lieve Logghe | ||
Lieve Logghe | |||
Chief Financial Officer | |||
EXHIBIT 99.1
 | PRESS RELEASE Thursday 5 March 2020 – 8.00 a.m. CET _____________________________________ |
EURONAV - INVITATION TO THE SPECIAL GENERAL MEETING OF 9 APRIL 2020
ANTWERP, Belgium, 5 March 2020 – Euronav NV (NYSE: EURN & Euronext: EURN) (“Euronav” or the “Company”) invites its shareholders to attend the Special General Meeting to be held on Thursday 9 April 2020 at 11.00 a.m. (Belgian time) in 2000 Antwerp, Schaliënstraat 5.
This Special General Meeting will be asked to grant authorisation to the supervisory board to acquire the company’s shares or profit shares. As this authorisation was rejected at the extraordinary general meeting of 20 February 2020, the supervisory board wishes to clarify its motives for resubmitting this request to its shareholders:
| • | this authorisation will not be used by the supervisory board as an anti-takeover defence; |
| • | the supervisory board wishes to continue to use this authorisation for other purposes, such as, amongst others, returning surplus capital to our shareholders, increasing earnings per share or providing shares for equity compensations plans; |
| • | the supervisory board believes that share buybacks creates long term value for all stakeholders. If this authorisation is not renewed, the supervisory board will no longer be able to engage in share buybacks as a form of affirmative action; and |
| • | in order to address any concerns regarding the amount of shares that can be acquired pursuant to this authorisation, the threshold has been lowered from 20% to 10% of existing shares or profit shares. |
Should the required attendance quorum of at least one half of the registered capital not be reached at this meeting, a second special general meeting will be convened on Wednesday 20 May 2020 at 11.00 a.m.(Belgian time). This second meeting will validly deliberate and decide on the agenda items irrespective of the portion of the capital represented by the shareholders present or represented.
In view of the record date of Thursday 26 March 2020, shareholders may not reposition shares between the Belgian Register and the U.S. Register during the period from Wednesday 25 March 2020 at 9.00 a.m. (Belgian time) until Friday 27 March 2020 at 9.00 a.m. (Belgian time) (“Freeze Period”).
| PRESS RELEASE Thursday 5 March 2020 – 8.00 a.m. CET _____________________________________ |
All documents related to the Meeting are available on the website of the Company:
(https://www.euronav.com/en/investors/corporate-governance/general-assemblies/2020/)
| - | Convening Notice and Agenda |
| - | Proxy |
| - | Attendance Form |
| - | Information Document |
| - | Notification of the freeze period |
The admission and practical formalities for this extraordinary general meeting are described in the agenda.
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Contact:
Brian Gallagher – Head of IR, Research and Communications & Executive Committee member
Tel: +44 20 78 70 04 36
Email: IR@euronav.com
Announcement of final full year results 2019: Tuesday 31 March 2020
About Euronav
Euronav is an independent tanker company engaged in the ocean transportation and storage of crude oil. The Company is headquartered in Antwerp, Belgium, and has offices throughout Europe and Asia. Euronav is listed on Euronext Brussels and on the NYSE under the symbol EURN. Euronav employs its fleet both on the spot and period market. VLCCs on the spot market are traded in the Tankers International pool of which Euronav is one of the major partners. Euronav’s owned and operated fleet consists of 2 V-Plus vessels, 42 VLCCs (with three resales due for delivery 2020/21), 26 Suezmaxes (two of which are in a joint venture) and 2 FSO vessels (both owned in 50%-50% joint venture).
| PRESS RELEASE Thursday 5 March 2020 – 8.00 a.m. CET _____________________________________ |
Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words "believe", "anticipate", "intends", "estimate", "forecast", "project", "plan", "potential", "may", "should", "expect", "pending" and similar expressions identify forward-looking statements.
The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.
In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the failure of counterparties to fully perform their contracts with us, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for tanker vessel capacity, changes in our operating expenses, including bunker prices, dry-docking and insurance costs, the market for our vessels, availability of financing and refinancing, charter counterparty performance, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off-hires and other factors. Please see our filings with the United States Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties.