Euronav SC 13D/A / Compagnie Maritime Belge ownership change

Euronav (CMBT) SC 13D/AEuronav / Compagnie Maritime Belge ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(AMENDMENT NO. 24)*

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 Antwerp

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 18, 2024

(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

*	Based on 202,233,997 Ordinary Shares outstanding as of December 31, 2023 (not including treasury shares), as reported in the Issuer’s Current Report on Form 6-K furnished to the Securities and Exchange Commission on February 1, 2024.

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

*	As to 24,400 Ordinary Shares owned directly by Saverco NV.

**	Based on 202,233,997 Ordinary Shares outstanding as of December 31, 2023 (not including treasury shares), as reported in the Issuer’s Current Report on Form 6-K furnished to the Securities and Exchange Commission on February 1, 2024.

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

*	Based on 202,233,997 Ordinary Shares outstanding as of December 31, 2023 (not including treasury shares), as reported in the Issuer’s Current Report on Form 6-K furnished to the Securities and Exchange Commission on February 1, 2024.

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

*	Based on 202,233,997 Ordinary Shares outstanding as of December 31, 2023 (not including treasury shares), as reported in the Issuer’s Current Report on Form 6-K furnished to the Securities and Exchange Commission on February 1, 2024.

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

*	Based on 202,233,997 Ordinary Shares outstanding as of December 31, 2023 (not including treasury shares), as reported in the Issuer’s Current Report on Form 6-K furnished to the Securities and Exchange Commission on February 1, 2024.

Explanatory Note

This Amendment No. 24 (this “Amendment”) to Schedule 13D relates to ordinary shares, no 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 filed 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, Amendment No. 16 thereto filed with the Commission on January 18, 2023, Amendment No. 17 thereto filed with the Commission on February 10, 2023, Amendment No. 18 thereto filed with the Commission on February 16, 2023, Amendment No. 19 thereto filed with the Commission on March 24, 2023, Amendment No. 20 thereto filed with the Commission on October 10, 2023, Amendment No. 21 thereto filed with the Commission on November 24, 2023, Amendment No. 22 thereto filed with the Commission on December 22, 2023, and Amendment No. 23 thereto filed with the Commission on February 16, 2024. (as amended and supplemented, the “Original Schedule 13D,” and as further amended and supplemented by this Amendment No. 23, the “Schedule 13D”).

Capitalized terms used but not defined in this Amendment No. 24 have the same meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 24 does not modify any of the information previously reported in the Original Schedule 13D.

The tender offer by Compagnie Maritime Belge NV, a public limited liability company (“naamloze vennootschap”) under Belgian law (“CMB” or the “Offeror”), one of the Reporting Persons referred to in this Schedule 13D, commenced on February 14, 2024 and expired on March 15, 2024. This Schedule 13D is for informational purposes only, and is neither an offer to purchase nor a solicitation of an offer to sell any Ordinary Shares of the Issuer or any other securities. The Offeror filed a Tender Offer Statement on Schedule TO (the “Tender Offer Statement”) with the Commission, and the Issuer filed a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) with the Commission relating to the U.S. Offer, which was only being made pursuant to the Offer to Purchase dated February 14, 2024, as amended and supplemented from time to time (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal”). The Offer to Purchase, the related Letter of Transmittal and the Issuer’s Schedule 14D-9 and other filings related to the U.S. Offer are available for free at the Commission’s website at www.sec.gov.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the information set forth in Item 4 of this Amendment No. 24, which is incorporated herein by reference.

Item 4. Purpose of the Transaction

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:

Expiration of the Offers

On March 18, 2024, CMB issued a press release (which is filed as Exhibit Q hereto and is incorporated by reference herein) announcing that the Initial Acceptance Period of the Offers expired on March 15, 2024, and a total of 69,241,955 Ordinary Shares were validly tendered and not withdrawn in the Offers. CMB has accepted all such Ordinary Shares for payment and will not conduct a voluntary subsequent offering period. Payment of the Offer Price for tendered shares will take place on April 3, 2024. Based upon the number of Ordinary Shares that CMB has accepted for payment, CMB may be deemed to beneficially own an aggregate of 177,147,299, or 87.60% of the outstanding Ordinary Shares, as of the date of this Schedule 13D. CMB will fund payments to tendering shareholders of approximately $1.24 billion with borrowings under the Bid Acquisition Facility. After giving effect to the settlement of the Offers, CMB expects the aggregate outstanding principal amount under the Facilities Agreement to be approximately $1.54 billion.

Item 5. Interest in Securities of the Issuer

Item 5 of the Original Schedule 13D is hereby amended and amended and supplemented by adding the following information:

(a) and (b)

The percentage of outstanding Ordinary Shares that may be deemed to be beneficially owned by each Reporting Person is set forth on line 13 of such Reporting Person’s cover sheet and is incorporated herein. Such percentage was calculated for each Reporting Person based on 202,233,997 Ordinary Shares outstanding as of December 31, 2023 (not including treasury shares), as reported in the Issuer’s Current Report on Form 6-K furnished to the Securities and Exchange Commission on February 1, 2024.

(c)

On March 18, 2024, CMB accepted for payment 69,241,955 Ordinary Shares that were validly tendered and not withdrawn in the Offers. None of the Reporting Persons nor (to the Reporting Persons’ knowledge) any person set forth in Item 2 of the Original 13D, has engaged in any transactions in the Ordinary Shares during the past 60 days.

(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.

Item 7. Material to Be Filed as Exhibits


Exhibit A		Joint Filing Agreement

Exhibit B		N/A

Exhibit C		Press Release dated April 8, 2022¹

Exhibit D		Letter to Euronav NV dated April 26, 2022²

Exhibit E		Press release dated July 12, 2022³

Exhibit F		Letter to Supervisory Board of Euronav NV dated December 14, 2022⁴

Exhibit G		Letter to Euronav NV dated January 16, 2023⁵

Exhibit H		Press Release dated February 9, 2023⁶

Exhibit I		Transcript of CMB Conference Call held on February 15, 2023⁷

Exhibit J		Press Release dated October 9, 2023⁸

Exhibit K		Press Release of CMB under Article 8 of the Takeover RD dated October 9, 2023⁹

Exhibit L		Share Purchase Agreement among CMB, Frontline plc and Famatown Finance Limited dated October 9, 2023¹⁰

Exhibit M		Bridge facilities agreement among CMB and Crédit Agricole Corporate and Investment Bank, KBC Bank NV, and Société Générale and the other lenders thereunder dated November 20, 2023¹¹

Exhibit N		Press Release dated December 22, 2023¹²

Exhibit O		Share Purchase Agreement between CMB and Euronav dated December 22, 2023, incorporated by reference to Exhibit 99.1 to Euronav NV’s Form 6-K (File No. 001-36810) filed with the Commission on December 22, 2023¹²

Exhibit P		Press Release dated February 14, 2024¹³

Exhibit Q		Press Release dated March 18, 2024

1	Previously filed with Amendment No. 5 on April 12, 2022

2	Previously filed with Amendment No. 6 on April 26, 2022

3	Previously filed with Amendment No. 10 on July 13, 2022

4	Previously filed with Amendment No. 15 on December 14, 2022

5	Previously filed with Amendment No. 16 on January 18, 2023

6	Previously filed with Amendment No. 17 on February 10, 2023

7	Previously filed with Amendment No. 18 on February 16, 2023

8	Previously filed with Amendment No. 20 on October 10, 2023

9	Previously filed with Amendment No. 20 on October 10, 2023

10	Previously filed with Amendment No. 20 on October 10, 2023

11	Previously filed with Amendment No. 21 on November 24, 2023

12	Previously filed with Amendment No. 22 on December 22, 2024

13	Previously filed with Amendment No. 23 on February 16, 2024

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.

March 19, 2024

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

NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

177,147,299

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

177,147,299