Exhibit (a)(1)(D)
OFFER TO PURCHASE
ALL OUTSTANDING ORDINARY SHARES HELD BY U.S. HOLDERS
OF
EURONAV NV
FOR
$17.86 PER SHARE IN CASH
($18.43 per Share less the $0.57 dividend per Share paid on December 20, 2023)
BY
COMPAGNIE MARITIME BELGE NV
THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 10:00 A.M., NEW YORK
CITY TIME, ON MARCH 15, 2024, UNLESS THE U.S. OFFER IS EXTENDED.
February 14, 2024
To Our Clients:
Enclosed for your consideration are an offer to purchase, dated February 14, 2024 (together with any amendments and supplements thereto, the “Offer to Purchase”), and the related letter of transmittal (together with any amendments and supplements thereto, the “Letter of Transmittal”) corresponding to the offer by Compagnie Maritime Belge NV, a public limited liability company (“naamloze vennootschap”) under Belgian law (“CMB” or the “Offeror”) to purchase all outstanding ordinary shares, no par value (“Ordinary Shares” or the “Shares”), of Euronav NV, a public limited liability company (“naamloze vennootschap”) under Belgian law (“Euronav” or the “Company”), beneficially owned by U.S. Holders (as that term is defined under instruction 2 to paragraphs (c) and (d) of Rule 14d-1 under the U.S. Securities Exchange Act of 1934, as amended) (such holders collectively, “U.S. Holders” and each a “U.S. Holder”) for $17.86 per Share in cash, without interest and less any applicable withholding taxes, reduced on a dollar-for-dollar basis by the gross amount of any distributions by Euronav to its shareholders (including in the form of a dividend, distribution of share premium, decrease of share capital or in any other form) with a payment date falling after the date of the Offer to Purchase and before the Settlement Date (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal (which, together constitute the “U.S. Offer”). The Offeror initially announced that the per Share offer price would be $18.43, however, as a result of the dividend of $0.57 per Share paid by Euronav on December 20, 2023, to holders of record of Ordinary Shares on December 13, 2023, the Offer Price has been reduced to $17.86 per Share in cash. All capitalized terms not otherwise defined herein have the meaning ascribed to them in the Offer to Purchase.
Concurrently with the U.S. Offer, the Offeror is making an offer in Belgium to purchase all outstanding Ordinary Shares of Euronav from all holders, wherever located, for the same price and on substantially the same terms as the U.S. Offer (the “Belgian Offer” and together with the U.S. Offer, the “Offers”). U.S. Holders who are the beneficial owners of Ordinary Shares who tender their Ordinary Shares in the Belgian Offer will receive the equivalent price per Ordinary Share in Euros as holders who tender their Ordinary Shares in the U.S. Offer. The Offeror will pay the Offer Price in the U.S. Offer in U.S. Dollars.
Euornav’s Supervisory Board has unanimously recommended that holders of Ordinary Shares who are aligned with Euronav’s new strategy should not tender their Ordinary Shares in the Offers, and that holders of Ordinary Shares who do not embrace Euronav’s new strategy should tender their Ordinary Shares in the Offers. The Supervisory Board advises shareholders to consult their own financial, tax and legal
advisors and make such other investigations concerning the Offers as they deem necessary in order to make an informed decision with respect to the Offers.
WE ARE THE HOLDER OF RECORD (DIRECTLY OR INDIRECTLY) OF ORDINARY SHARES FOR YOUR ACCOUNT. A TENDER OF YOUR ORDINARY SHARES CAN BE MADE ONLY BY US OR OUR NOMINEES AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL ACCOMPANYING THIS LETTER IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER ORDINARY SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to have us tender on your behalf any or all of the Ordinary Shares held by us for your account, pursuant to the terms and subject to the conditions set forth in the Offer to Purchase and Letter of Transmittal.
Your attention is directed to the following:
| 1. | The U.S. Offer commenced on February 14, 2024, and will expire at 10:00 A.M., New York City time, on March 15, 2024, unless the Offeror extends the U.S. Offer (such date and time, as it may be extended, the “Initial Expiration Date”). |
| 2. | The U.S. Offer is only being made to U.S. Holders who are the beneficial owners of Ordinary Shares. The U.S. Offer is not being made to non-U.S. Holders who beneficially own Ordinary Shares. If you are a non-U.S. Holder who beneficially owns Ordinary Shares and you wish to participate in the Offers, you must participate in the Belgian Offer and may only rely on the disclosure in the Belgian Prospectus. |
| 3. | The Offer is unconditional. |
| 4. | To accept the U.S. Offer, U.S. Holders whose Ordinary Shares are reflected on the Belgian Share Register and traded on Euronext Brussels and held in custody through Euroclear Belgium must first reposition their Ordinary Shares to the U.S. Share Register for trading on the NYSE and to be held in custody by DTC through the repositioning process described in The U.S. Offer — Section 8. “Certain Information About Euronav” of the Offer to Purchase. The procedure for repositioning from Euronext Brussels to the NYSE should normally be completed within three trading days, but neither Euronav nor the Offeror can guarantee the timing. The Offeror strongly recommends that a repositioning instruction be submitted no later than five business days prior to the Initial Expiration Date, or such earlier deadline as may be set by your broker, dealer, commercial bank, trust company or other nominee to ensure that your Ordinary Shares are repositioned onto the U.S. Share Register prior to the Initial Expiration Date. If you intend to accept the U.S. Offer and your Ordinary Shares are not reflected on the U.S. Share Register, you should begin the repositioning process as soon as possible. You may reposition your Ordinary Shares from one share register to the other by contacting your broker, dealer, commercial bank, trust company or other nominee, who should in turn contact Euroclear Belgium (Euronav’s Belgian transfer agent) or Computershare Trust Company N.A., in its capacity as Euronav’s U.S. transfer agent and registrar (the “Transfer Agent”). For further information on the repositioning process, please consult the instructions for repositioning on Euronav’s website (www.euronav.com) under the tab “Investors” or contact Georgeson LLC, as information agent for the U.S. Offer (the “U.S. Information Agent”), at 1-888-815-4902 or at the address on set forth below. |
| 5. | The Offeror will not pay any fees or commissions to any broker or dealer or to any other person (other than to the Georgeson LLC, the U.S. Information Agent and to Computershare Trust Company N.A. in its capacity as the depositary and paying agent for the U.S. Offer (the “U.S. Tender Agent”), in connection with the U.S. Offer. Brokers, dealers, commercial banks and trust companies will, upon request, be reimbursed by the Offeror for customary mailing and handling expenses incurred by them in forwarding offering materials to their customers. See The U.S. Offer — Section 16. “Fees and Expenses” of the U.S. Offer to Purchase for more information. |
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| 6. | Payments made to U.S. Holders pursuant to the U.S. Offer generally will be subject to information reporting and may be subject to backup withholding. To avoid backup withholding, U.S. Holders that do not otherwise establish an exemption should complete and return an IRS Form W-9 (or applicable substitute form) certifying that such holder is a U.S. person as defined under the Code, the taxpayer identification number provided is correct and such holder is not subject to backup withholding. See The U.S. Offer — Section 5. “Certain Income Tax Consequences of the U.S. Offer —Information Reporting and Backup Withholding” of the Offer to Purchase. |
| 7. | Under no circumstances will interest be paid on the Offer Price, regardless of any extension of the U.S. Offer or any delay in making payment for the Ordinary Shares held by U.S. Holders. |
| 8. | Your Ordinary Shares can be tendered by us as your broker, dealer, commercial bank, trust company or other nominee through DTC via an Agent’s Message upon your instructions. The Agent’s Message will be your confirmation that you accept the terms and conditions of the Letter of Transmittal. |
| 9. | If you hold Ordinary Shares in an account at the Transfer Agent in its direct registration system, you should complete and sign the Letter of Transmittal according to its instructions and physically deliver the original signed copy, together with any required signature guarantees and any other documents required by the Letter of Transmittal, to the U.S. Tender Agent at the address appearing on the back cover page of the Offer to Purchase. See The U.S. Offer — Section 3. “Procedures for Tendering Ordinary Shares” of the Offer to Purchase. |
| 10. | If you wish to have us tender any or all of your Ordinary Shares, please so instruct us by completing, executing, and returning to us the attached Instruction Form. An envelope to return your completed Instruction Form to us is enclosed. If you authorize us to tender of your Ordinary Shares, all such Ordinary Shares will be tendered unless otherwise specified on the Instruction Form. |
Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit the tender on your behalf before 10:00 A.M., New York City time, on the Initial Expiration Date.
THE MATERIALS RELATING TO THE U.S. OFFER ARE BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF THE ORDINARY SHARES HELD BY US (OR OUR NOMINEE(S)) FOR YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME.
The U.S. Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Ordinary Shares in any jurisdiction in which the making of the U.S. Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction.
Payment for Ordinary Shares accepted for payment pursuant to the U.S. Offer will be made only after timely receipt of the required documents by the U.S. Tender Agent in accordance with the procedures set forth in The U.S. Offer — Section 3. “Procedures for Accepting the U.S. Offer and Tendering Ordinary Shares” of the U.S. Offer to Purchase.
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Questions or requests for assistance may be directed to the U.S. Information Agent at the address and telephone number listed below. Additional copies of the Offer to Purchase, the Letter of Transmittal and other materials related to the U.S. Offer may be obtained at no cost to holders of Ordinary Shares from the U.S. Information Agent. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the U.S. Offer. Copies of the Offer to Purchase, the Letter of Transmittal and other materials related to the Offer are also available free of charge at www.sec.gov.
The U.S. Information Agent for the U.S. Offer is:
1290 Avenue of the Americas, 9th Floor, New York, NY 10104
Shareholders, Banks and Brokers
Call Toll Free:
1 888-815-4902
Outside U.S. and Canada:
+1 781-819-4572
Email: euronavoffer@georgeson.com
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INSTRUCTION FORM WITH RESPECT TO
OFFER TO PURCHASE
ALL OUTSTANDING ORDINARY SHARES HELD BY U.S. HOLDERS
OF
EURONAV NV
FOR
$17.86 PER SHARE IN CASH
($18.43 per Share less the $0.57 dividend per Share paid on December 20, 2023)
BY
COMPAGNIE MARITIME BELGE NV
The undersigned hereby instruct(s) you to tender the number of Ordinary Shares indicated below (and if no number is indicated, all Ordinary Shares) held by you for the account of the undersigned in accordance with the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal.
The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein related to the U.S. Offer. The undersigned understand(s) and acknowledge(s) that all questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Ordinary Shares, including questions as to the proper completion or execution of any Letter of Transmittal, will be determined by the Offeror, in its sole discretion and that the Offeror reserves the absolute right to waive any defect or irregularity in any tender of Ordinary Shares by any holder, whether or not similar defects or irregularities are waived in the case of other holders of Ordinary Shares.
Number of Ordinary Shares to be Tendered:
| SIGN HERE | ||
Ordinary Shares* | ||
| Signature(s) | ||
Account Number: | ||
| Name(s) | ||
Dated , 2024 | ||
| Address(es) | ||
| Area Code and Telephone Number | ||
* Unless otherwise indicated, it will be assumed that all | ||
Ordinary Shares held for the undersigned’s account are to be tendered. | ||
| Taxpayer Identification or Social Security Number | ||
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