CMB NV Achieves 100% Voting Power in CMB.TECH NV

TL;DR

CMB NV now owns 100% of CMB.TECH NV voting power. Full control achieved.

AI Summary

On October 9, 2024, Compagnie Maritime Belge NV (CMB) filed an amendment to its Schedule 13D, reporting a change in its beneficial ownership of CMB.TECH NV. CMB now holds 100% of the voting power of the ordinary shares of CMB.TECH NV, indicating full control. This filing follows a series of previous amendments and reflects a significant shift in ownership structure.

Why It Matters

This filing signifies that Compagnie Maritime Belge NV has consolidated its control over CMB.TECH NV, potentially impacting future strategic decisions and operations of the company.

Risk Assessment

Risk Level: medium — The concentration of ownership to 100% could lead to less independent decision-making and potentially fewer checks and balances.

Key Numbers

• 100% — Voting Power (Compagnie Maritime Belge NV now holds 100% of the voting power of CMB.TECH NV.)

Key Players & Entities

• Compagnie Maritime Belge NV (company) — Filing entity and acquirer of voting power
• CMB.TECH NV (company) — Subject company
• Euronav NV (company) — Former name of CMB.TECH NV
• ALEXANDER SAVERYS (person) — Group member
• LUDOVIC SAVERYS (person) — Group member
• MICHAEL SAVERYS (person) — Group member
• SAVERCO NV (company) — Group member

FAQ

Key Financial Figures

• $500 million — pleted Mandatory Bid), is approximately $500 million. Item4. Purpose of the Transaction
• $0.52 — t Court calculated these benefits to be $0.52 per share. The Market Court did not ord
• $12.66 — ian Offer at an adjusted offer price of $12.66 per share (the Adjusted Offer Price). T
• $18 — nitial reference price of the Offers of $18.43, increased by $0.52, in accordance w
• $0 — e of the Offers of $18.43, increased by $0.52, in accordance with the order by the
• $6.29 — the order by the FSMA, and decreased by $6.29 (the aggregate amount of distributions
• $36.0 million — sequent Payment (totaling approximately $36.0 million) as ordered by the FSMA on October 31,

Filing Documents

• d866091dsc13da.htm (SC 13D/A) — 115KB
• d866091dex99a.htm (EX-99.A) — 5KB
• d866091dex99r.htm (EX-99.R) — 18KB
• g866091snap_cmblogo.jpg (GRAPHIC) — 5KB
• 0001193125-24-235227.txt ( ) — 148KB

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

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following information: FSMA Order On September 8, 2024, the Issuer issued a press release announcing that the Market Court in Belgium (the Market Court) had issued its ruling on September 6, 2024 which largely rejected the claims brought by certain funds managed by FourWorld Capital Management, LLC (FourWorld) in connection with the Completed Mandatory Bid. FourWorlds application sought, among other things, to challenge the price paid in the Completed Mandatory Bid, alleging that it did not reflect certain purported special benefits that were allegedly granted to Frontline in connection with the sale of certain vessels by the Issuer to Frontline in addition to the price paid by the Offeror for the shares of the Issuer owned by Frontline. FourWorld also requested that the Market Court order the Offeror to adjust the bid price in the Completed Mandatory Bid to account for these alleged special benefits. In its ruling dated September 6, 2024, the Market Court dismissed the majority of FourWorlds claims as inadmissible and/or unfounded. However, the Market Court found that the pricing of certain vessels sold by the Issuer to Frontline implied certain special benefits to Frontline. The Market Court calculated these benefits to be $0.52 per share. The Market Court did not order CMB or the Financial Services and Markets Authority of Belgium (the FSMA) to increase the bid price, but rather the judgment indicated that the FSMA retained discretionary authority to decide whether such a bid price increase is warranted. On October 7, 2024, the FSMA ordered CMB to (i) pay $0.52 per share to all shareholders whose shares were validly tendered in the Offers that closed on March 15, 2024 and (ii) reopen the Belgian Offer at an adjusted offer price of $12.66 per share (the Adjusted Offer Price). The Adjusted Offer Price takes into account the initial reference price of the Offers of $18.43, i

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

Item 5 of the Original Schedule 13D is hereby 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 Persons cover sheet and is incorporated herein. Such percentage was calculated for each Reporting Person based on 194,216,835 Ordinary Shares outstanding as of June 30, 2024 (not including treasury shares), as reported in the Issuers Current Report on Form 6-K/A furnished to the Securities and Exchange Commission on August 13, 2024. (c) None of the Reporting Persons nor (to the Reporting Persons knowledge) any person set forth in Item 2, 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. Item6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

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

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following information: As of the date of this Amendment No. 28, the aggregate outstanding principal amount under the Facilities Agreement is approximately $500 million. Item7. Material to Be Filed as Exhibits Exhibit A Joint Filing Agreement Exhibit B N/A Exhibit C Press Release dated April 8, 2022 1 Exhibit D Letter to Euronav NV dated April 26, 2022 2 Exhibit E Press release dated July 12, 2022 3 Exhibit F Letter to Supervisory Board of Euronav NV dated December 14, 2022 4 Exhibit G Letter to Euronav NV dated January 16, 2023 5 Exhibit H Press Release dated February 9, 2023 6 Exhibit I Transcript of CMB Conference Call held on February 15, 2023 7 Exhibit J Press Release dated October 9, 2023 8 Exhibit K Press Release of CMB under Article 8 of the Takeover RD dated October 9, 2023 9 Exhibit L Share Purchase Agreement among CMB, Frontline plc and Famatown Finance Limited dated October 9, 2023 10 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, 2023 11 Exhibit N Press Release dated December 22, 2023 12 Exhibit O Share Purchase Agreement between CMB and Euronav dated December 22, 2023, incorporated by reference to Exhibit 99.1 to Euronav NVs Form 6-K (File No. 001-36810) filed with the Commission on December 22, 2023 12 Exhibit P Press Release dated February 14, 2024 13 Exhibit Q Press Release dated March 18, 2024 14 Exhibit R Press Release of CMB under Article 8 of the Takeover RD dated October 9, 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,

Signatures

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. October 9, 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

View Full Filing

View this SC 13D/A filing on SEC EDGAR