Sec Form 13D Filing - Compagnie Maritime Belge NV filing for Cmb.Tech NV (CMBT) - 2022-04-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(AMENDMENT NO. 6)*

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 Antwerpen

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)

April 22, 2022

(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 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

CUSIP No. B38564108

CUSIP No. B38564108

CUSIP No. B38564108

CUSIP No. B38564108

CUSIP No. B38564108

Explanatory Note

This Amendment No. 6 (“Amendment No. 6”) to Schedule 13D relates to ordinary shares without 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 and Amendment No. 5 thereto filed with the Commission on April 12, 2022 (the “Original Schedule 13D”, and as amended and supplemented by this Amendment No. 6, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 6 shall have the same meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported in the Original Schedule 13D.

Item 3 of the Original Schedule 13D is hereby amended to read as follows:

Since September 14, 2021 until the date of this Schedule 13D, CMB has acquired a total of 33,225,000 Ordinary Shares in a series of transactions at prices ranging from $8.29 to $12.98. As of the date of this Schedule 13D, the source of funds used in these transactions is approximately $180,000,000 from the working capital of CMB, and borrowings of approximately $173,000,000 under the Loan Agreement dated November 10, 2021, as amended (the “Loan Agreement”), by and among CMB, as borrower, Belfius Bank SA/NV (“Belfius”) and KBC Bank NV (“KBC”) as lenders, (the “Lenders”), Belfius and KBC as mandated lead arrangers, and KBC as coordinator, agent and security trustee. Of those transactions, from February 4, 2022 to April 25, 2022, CMB acquired 23,225,000 Ordinary Shares at prices ranging from $8.88 to $12.98 per share for an aggregate purchase price of $257,146,065 (including commissions). Transactions were conducted in both US Dollars and Euros. Transactions conducted in Euros were converted to US Dollars at a conversion rate in effect on the relevant trade date.

The information set forth in Item 6 of this Schedule 13D related to the Loan Agreement is hereby incorporated by reference into this Item 3.

Item 4 of the Original Schedule 13D is hereby amended and supplemented to add the following:

On April 19, 2022, the Issuer posted to its internet website the Convening Notice for the Issuer’s ordinary general meeting to be held on Thursday May 19, 2022 in Antwerp, Belgium (the “2022 AGM”). The agenda for the 2022 AGM contained in such notice includes, inter alia, an agenda item for the reappointment and appointment of certain persons to the Issuer’s Supervisory Board.

On April 26, 2022, CMB delivered a letter to the Issuer, which is attached hereto as Exhibit D, in accordance with article 7:130 of the Belgian Code of Companies and Associations and Article 31 of the Issuer’s Coordinated Articles of Association, requesting that resolutions be added to the agenda of the 2022 AGM calling for the appointment of Mr. Bjarte Boe, Mr. Ludovic Saverys (one of the Reporting Persons, who formerly served on the Issuer’s Supervisory Board) and Mr. Patrick De Brabandere (a Director of CMB, one of the Reporting Persons) to the Issuer’s Supervisory Board. The Reporting Persons expect the Issuer to re-publish its agenda for the 2022 AGM to add these resolutions in accordance with such request and applicable law.

Item 5(a)-(c) of the Original Schedule 13D is hereby amended to read as follows:

As of the date of this Schedule 13D, Saverco directly owns 24,400 Ordinary Shares. Saverco may be deemed to beneficially own 33,249,400 Ordinary Shares, which represents 16.49% of the outstanding Ordinary Shares based upon 201,677,981 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuer’s Current Report on Form 6-K furnished to the U.S. Securities and Exchange Commission on April 5, 2022. Saverco has the shared power to vote or direct the vote of 33,249,400 Ordinary Shares. Saverco has the shared power to dispose or direct the disposition of 33,249,400 Ordinary Shares.

As of the date of this Schedule 13D, Alexander Saverys owns no Ordinary Shares directly. Alexander Saverys may be deemed to be the beneficial owner of 33,249,400 Ordinary Shares, which represents 16.49% of the outstanding Ordinary Shares based upon 201,677,981 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuer’s Current Report on Form 6-K furnished to the U.S. Securities and Exchange Commission on April 5, 2022. Alexander Saverys has the shared power to vote or direct the vote of 33,249,400 Ordinary Shares and the shared power to dispose or direct the disposition of 33,249,400 Ordinary Shares. Alexander Saverys disclaims beneficial ownership of such Ordinary Shares, except to the extent of his pecuniary interest therein.

As of the date of this Schedule 13D, Ludovic Saverys owns no Ordinary Shares directly. Ludovic Saverys may be deemed to be the beneficial owner of 33,249,400 Ordinary Shares, which represents 16.49% of the outstanding Ordinary Shares based upon 201,677,981 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuer’s Current Report on Form 6-K furnished to the U.S. Securities and Exchange Commission on April 5, 2022. Ludovic Saverys has the shared power to vote or direct the vote of 33,249,400 Ordinary Shares and the shared power to dispose or direct the disposition of 33,249,400 Ordinary Shares. Ludovic Saverys disclaims beneficial ownership of such Ordinary Shares, except to the extent of his pecuniary interest therein.

As of the date of this Schedule 13D, Michael Saverys owns no Ordinary Shares directly. Michael Saverys may be deemed to be the beneficial owner of 33,249,400 Ordinary Shares, which represents 16.49% of the outstanding Ordinary Shares based upon 201,677,981 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuer’s Current Report on Form 6-K furnished to the U.S. Securities and Exchange Commission on April 5, 2022. Michael Saverys has the shared power to vote or direct the vote of 33,249,400 Ordinary Shares and the shared power to dispose or direct the disposition of 33,249,400 Ordinary Shares. Michael Saverys disclaims beneficial ownership of such Ordinary Shares, except to the extent of his pecuniary interest therein.

Except as described above, no Ordinary Shares are beneficially owned by the persons named in Item 2.

The second paragraph of Item 6 of the Original Schedule 13D is hereby amended to read as follows:

During November 2021, CMB borrowed an aggregate of $40,000,000 under the Loan Agreement, all of which was repaid in January 2022 out of the working capital of CMB. In March and April 2022, CMB borrowed $216,000,000 under the Loan Agreement and used the proceeds of the loan to fund, in part, the acquisition of the Ordinary Shares that are the subject of this Schedule 13D. As of the date of this Schedule 13D, the outstanding principal balance under the Loan Documentation is $216,000,000.

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.