SC 13D/A 1 d7565298_13d-a.htm Licensed to: Seward & Kissel LLP Document created using EDGARfilings PROfile 4.3.0.0 Copyright 1995 - 2017 Summit Financial Printing, LLC. All rights reserved.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
Under The Securities Exchange Act of 1934
(Amendment No. 4)
| DHT Holdings, Inc. |
| (Name of Issuer) |
| Common Shares, par value $0.01 per share |
| (Title of Class of Securities) |
| Y2065G121 |
| (CUSIP Number) |
| Frontline Ltd. Par-la-Ville Place, 4th Floor 14 Par-la-Ville Road, Hamilton HM 08 Bermuda Attn: Georgina E. Sousa +1 (441) 295 6935 with a copy to: Gary J. Wolfe, Esq. Seward & Kissel LLP One Battery Park Plaza New York, New York 10004 (212) 574-1200 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| July 14, 2017 |
| (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [_]. |
| 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 ("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). |
____ *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.
CUSIP No. Y2065G121
| 1. |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Frontline Ltd. |
-
SEC USE ONLY
-
SOURCE OF FUNDS
-
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
CUSIP No. Y2065G121
| 1. |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| GHL World Ltd |
-
SEC USE ONLY
-
SOURCE OF FUNDS
-
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
CUSIP No. Y2065G121
| 1. |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Hemen Holding Limited |
-
SEC USE ONLY
-
SOURCE OF FUNDS
-
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- Hemen Holding Limited beneficially owns approximately 48.4% of the issued and outstanding shares of Frontline Ltd. and may be deemed to beneficially own the Common Shares that Frontline Ltd. beneficially owns.
CUSIP No. Y2065G121
| 1. |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Greenwich Holdings Limited |
-
SEC USE ONLY
-
SOURCE OF FUNDS
-
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- Greenwich Holdings Limited is the sole shareholder of Hemen Holding Limited and GHL World Ltd. As such, it may be deemed to beneficially own any Common Shares beneficially owned by Hemen Holding Limited and GHL World Ltd.
CUSIP No. Y2065G121
| 1. |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| C.K. Limited |
-
SEC USE ONLY
-
SOURCE OF FUNDS
-
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- C.K. Limited is the trustee of various trusts established by John Fredriksen for the benefit of his immediate family members (the "Trusts"). The Trusts are the sole shareholders of Greenwich Holdings Limited and the indirect owners of Hemen Holding Limited and GHL World Ltd. As such, C.K. Limited may be deemed to beneficially own any Common Shares beneficially owned by Greenwich Holdings Limited, Hemen Holding Limited and GHL World Ltd.
CUSIP No. Y2065G121
| 1. |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| John Fredriksen* |
-
SEC USE ONLY
-
SOURCE OF FUNDS
-
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- Mr. Fredriksen may be deemed to beneficially own 8,139,838 Common Shares through his indirect influence over Hemen Holding Limited, GHL World Ltd , and Greenwich Holdings Limited. The Trusts are the sole shareholders of Greenwich Holdings Limited and the indirect owners of Hemen Holding Limited and GHL World Ltd. The beneficiaries of the Trusts are certain members of Mr. Fredriksen's family. Mr. Fredriksen disclaims beneficial ownership of any Common Shares beneficially owned by Hemen Holding Limited, GHL World Ltd and Greenwich Holdings Limited except to the extent of his voting and dispositive interests in such Common Shares. Mr. Fredriksen has no pecuniary interest in the Common Shares beneficially owned by Hemen Holding Limited, GHL World Ltd and Greenwich Holdings Limited.
CUSIP No. Y2065G121
This Amendment No. 4 ("Amendment No. 4") amends the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") by the Reporting Persons (defined below) on January 30, 2017 (the "Original Schedule 13D"), as amended by that certain Amendment No. 1 on Schedule 13D/A filed with the SEC on March 27, 2017, Amendment No. 2 on Schedule 13D/A on May 18, 2017, and Amendment No. 3 on Schedule 13D/A on June 27, 2017.
Item 1. Security and Issuer
This Amendment No. 4 relates to the common shares, par value $0.01 per share (the "Common Shares") of DHT Holdings, Inc., a company incorporated in the Republic of the Marshall Islands (the "Issuer"). The address of the principal executive office of the Issuer is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.
Item 2. Identity and Background
| (a),(f) |
The persons filing this statement are Frontline Ltd., a company incorporated in Bermuda ("Frontline"), GHL World Ltd, a company incorporated in Cyprus ("GHL"), Hemen Holding Limited, a company incorporated in Cyprus ("Hemen"), Greenwich Holdings Limited, a company incorporated in Cyprus ("Greenwich"), C.K. Limited, a company incorporated in Jersey ("C.K. Limited"), and John Fredriksen, a citizen of Cyprus ("Fredriksen," and, together with Frontline, GHL, Hemen, Greenwich, and C.K. Limited, the "Reporting Persons"). |
| (b) |
The address of the principal place of business of Frontline is Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda. |
|
The address of the principal place of business of GHL, Hemen and Greenwich is P.O. Box 53562, CY3399, Limassol, Cyprus. |
|
The address of the principal place of business of C.K. Limited is 13 Castle Street, St. Helier, Jersey JE4 5UT. |
|
The address of Mr. Fredriksen is c/o Seatankers Consultancy Services (UK) Limited, 15 Sloane Square, London SW1W 8ER, United Kingdom. |
| (c) |
The principal business of Frontline is acting as an international shipping company. The principal business of GHL, Hemen and Greenwich is acting as investment holding companies. Hemen is the largest shareholder in Frontline, beneficially owning approximately 48.4% of Frontline's issued and outstanding shares. Greenwich is the sole shareholder of Hemen and GHL. The principal business of C.K. Limited is acting as trustees of various trusts established by John Fredriksen for the benefit of his immediate family members (the "Trusts"). The Trusts are the sole shareholders of Greenwich and indirect owners of Hemen and GHL. As a result of the foregoing, the total Common Shares reported as beneficially owned by each of Frontline, GHL, Hemen, Greenwich and C.K. Limited is reported as beneficially owned by Mr. Fredriksen. |
The name, citizenship, present principal occupation or employment and business address of each executive officer and director of Frontline is set forth below. If no business address is given, the director's or executive officer's address is Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda.
| Name |
Position of Officer or Director |
Principal Occupation or Employment, Principal Business Address and Citizenship |
| John Fredriksen |
Chairman, President & Director |
Mr. Fredriksen is a citizen of Cyprus and his principal business address is c/o Seatankers Consultancy Services (UK) Limited, 15 Sloane Square, London SW1W 8ER, UK. Mr. Fredriksen is also the president, director and chairman of the board of directors of Seadrill Limited and is a member of the board of directors of Golden Ocean Group Limited. |
| Kate Blankenship |
Director |
Ms. Blankenship is a citizen of the United Kingdom. Ms. Blankenship also serves as a director of Seadrill Limited, Seadrill Partners LLC, Golden Ocean Group Limited, Archer Limited, Ship Finance International Limited, Independent Tankers Corporation Limited and North Atlantic Drilling Ltd. |
| Georgina E. Sousa |
Director & Secretary |
Ms. Sousa is a citizen of the United Kingdom. Ms. Sousa is also a director and secretary of Seadrill Limited and Independent Tankers Corporation Limited, and is the secretary of Golden Ocean Group Limited, Seadrill Partners LLC, North Atlantic Drilling Ltd. and Archer Limited. |
| Ola Lorentzon |
Director |
Mr. Lorentzon is a citizen of Sweden. Mr. Lorentzon is also the chairman of the board of directors of Golden Ocean Group Limited. |
| Robert Hvide Macleod |
Director and Principal Executive Officer |
Mr. Macleod is a citizen of Norway. Mr. Macleod is also the chief executive officer of Frontline Management AS. |
| Inger M. Klemp |
Principal Financial Officer and Principal Accounting Officer |
Ms. Klemp is a citizen of Norway. Ms. Klemp is also the chief financial officer of Frontline Management AS and a director of Independent Tankers Corporation Limited. |
| Claire M.E. Burnard |
Assistant Secretary |
Ms. Burnard is a citizen of the British Overseas Territories. Ms. Burnard's principal occupation is serving as Assistant Secretary of Frontline. |
| Colleen E. Simmons |
Assistant Secretary |
Ms. Simmons is a citizen of the British Overseas Territories. Ms. Simmons' principal occupation is serving as Assistant Secretary of Frontline. |
The name, citizenship, present principal occupation or employment and the business address of GHL directors is set forth below. GHL does not have any executive officers.
| Name |
Position of Officer or Director |
Principal Occupation or Employment, Principal Business Address and Citizenship |
| Spyros Episkopou |
Director |
Mr. Episkopou's principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY – 4103 Limassol, Cyprus. Mr. Episkopou is a citizen of Cyprus. |
| Eirini Santhi Theocharous |
Director |
Ms. Theocharous' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY – 4103 Limassol, Cyprus. Ms. Theocharous is a citizen of Cyprus. |
| Kyriacos Kazamias |
Director |
Mr. Kazamias' principal business address is Georgiou Drosini 6, Potamos Germasogeias, CY4043 Limassol, Cyprus. Mr. Kazamias is a citizen of Cyprus. |
The name, citizenship, present principal occupation or employment and the business address of Hemen's directors is set forth below. Hemen does not have any executive officers.
| Name |
Position of Officer or Director |
Principal Occupation or Employment, Principal Business Address and Citizenship |
| Spyros Episkopou |
Director |
Mr. Episkopou's principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY – 4103 Limassol, Cyprus. Mr. Episkopou is a citizen of Cyprus. |
| Kyriacos Kazamias |
Director |
Mr. Kazamias' principal business address is Georgiou Drosini 6, Potamos Germasogeias, CY4043 Limassol, Cyprus. Mr. Kazamias is a citizen of Cyprus. |
| Eirini Santhi Theocharous |
Director |
Ms. Theocharous' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY – 4103 Limassol, Cyprus. Ms. Theocharous is a citizen of Cyprus. |
The name, citizenship, present principal occupation or employment and the business address of Greenwich's directors is set forth below. Greenwich does not have any executive officers.
| Name |
Position of Officer or Director |
Principal Occupation or Employment, Principal Business Address and Citizenship |
| Christophis Koufaris |
Director |
Mr. Koufaris' principal business address is Iris House 840A, 8 John Kennedy Street, P.O. Box 53510, 3303 Limassol, Cyprus. Mr. Koufaris is a citizen of Cyprus. |
| Spyros Episkopou |
Director |
Mr. Episkopou's principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY – 4103 Limassol, Cyprus. Mr. Episkopou is a citizen of Cyprus. |
| Eirini Santhi Theocharous |
Director |
Ms. Theocharous' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY – 4103 Limassol, Cyprus. Ms. Theocharous is a citizen of Cyprus. |
The name, citizenship, present principal occupation or employment and principal business address of C.K. Limited's directors is set forth below. C.K. Limited does not have any executive officers.
| Name |
Position of Officer or Director |
Principal Occupation or Employment, Principal Business Address and Citizenship |
| Spyros Episkopou |
Director |
Mr. Episkopou's principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY – 4103 Limassol, Cyprus. Mr. Episkopou is a citizen of Cyprus. |
| Philip James Jackman Le Vesconte |
Director |
Mr. Le Vesconte's principal business address is 13 Castle Street, St. Helier, Jersey JE4 5UT. Mr. Le Vesconte is a citizen of Jersey. |
| Charles Guy Malet de Carteret |
Director |
Mr. Carteret's principal business address is 13 Castle Street, St. Helier, Jersey JE4 5UT. Mr. Carteret is a citizen of Jersey. |
| Simon Paul Alan Brewer |
Director |
Mr. Brewer's principal business address is 13 Castle Street, St. Helier, Jersey JE4 5UT. Mr. Brewer is a citizen of Jersey. |
(d), (e) None of the Reporting Persons nor any executive officer or director of the Reporting Persons listed above, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
There are no material changes to Item 3 from the Original Schedule 13D.
Item 4. Purpose of Transaction
There are no material changes to Item 4 from the Schedule 13D/A filed with the SEC on June 27, 2017.
Item 5. Interest in Securities of the Issuer
| (a)-(c) |
| As of the date hereof, GHL may be deemed to be the beneficial owner of 2,366,785 Common Shares, constituting 1.7% of the Common Shares based upon 142,347,298 Common Shares outstanding as of June 30, 2017 as indicated in the Issuer's Form F-3 Registration Statement filed with the SEC on June 30, 2017. GHL has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 2,366,785 Common Shares. GHL has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 2,366,785 Common Shares. |
| As of the date hereof, Hemen may be deemed to be the beneficial owner of 5,773,053 Common Shares, constituting 4.1% of the Common Shares based upon 142,347,298 Common Shares outstanding as of June 30, 2017 as indicated in the Issuer's Form F-3 Registration Statement filed with the SEC on June 30, 2017. Hemen has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 5,773,053 Common Shares. Hemen has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 5,773,053 Common Shares. |
| As of the date hereof, Greenwich, through Hemen and GHL (as described in Item 2(c) above), may be deemed to be the beneficial owner of 8,139,838 Common Shares, constituting 5.7% of the Common Shares based upon 142,347,298 Common Shares outstanding as of June 30, 2017 as indicated in the Issuer's Form F-3 Registration Statement filed with the SEC on June 30, 2017. Greenwich has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 8,139,838 Common Shares. Greenwich has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 8,139,838 Common Shares. |
| As of the date hereof, C.K. Limited, through Greenwich (as described in Item 2(c) above), may be deemed to be the beneficial owner of 8,139,838 Common Shares, constituting 5.7% of the Common Shares based upon 142,347,298 Common Shares outstanding as of June 30, 2017 as indicated in the Issuer's Form F-3 Registration Statement filed with the SEC on June 30, 2017. C.K. Limited has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 8,139,838 Common Shares. C.K. Limited has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 8,139,838 Common Shares. |
|
As of the date hereof, Mr. Fredriksen may be deemed to beneficially own 8,139,838 Common Shares through his indirect influence over Hemen, GHL, and Greenwich, the shares of which are held in the Trusts, constituting 5.7% of the Common Shares based upon 142,347,298 Common Shares outstanding as of June 30, 2017 as indicated in the Issuer's Form F-3 Registration Statement filed with the SEC on June 30, 2017. The beneficiaries of the Trusts are certain members of Mr. Fredriksen's family. Mr. Fredriksen disclaims beneficial ownership of the 8,139,838 Common Shares except to the extent of his voting and dispositive interests in such Common Shares. Mr. Fredriksen has no pecuniary interest in the 8,139,838 Common Shares. E xcept as described above , no Common Shares are beneficially owned by the persons named in Item 2. |
|
From July 11, 2017 to July 14, 2017, Frontline and GHL sold an aggregate of 390,000 Common Shares in open-market transactions or block trades reported on the New York Stock Exchange. The transaction dates, number of shares sold and average prices per share during that period are set forth on Exhibit B hereto. Except as described herein and in the Schedule 13D/As filed with the SEC on May 18, 2017 and June 27, 2017, there have been no other transactions by the Reporting Persons in the Common Shares during the past 60 days. |
| (d) |
To the best knowledge of the Reporting Persons, no 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. |
| (e) |
N/A |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except as described herein, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any other person with respect to the securities of the Issuer.
Item 7. Materials to be Filed as Exhibits
Exhibit A: Joint Filing Agreement
Exhibit B: Information concerning transactions from July 11, 2017 to July 14, 2017
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| July 17, 2017 |
| (Date) |
| Frontline Ltd. |
| By: /s/ Inger M. Klemp |
| Name: Inger M. Klemp Title: Principal Financial Officer |
| GHL World Ltd |
| By: /s/ Eirini Santhi Theocharous |
| Name: Eirini Santhi Theocharous Title: Director |
| Hemen Holding Limited |
| By: /s/ Spyros Episkopou |
| Name: Spyros Episkopou Title: Director |
| Greenwich Holdings Limited |
| By: /s/ Spyros Episkopou |
| Name: Spyros Episkopou Title: Director |
| C.K. Limited |
| By: /s/ Spyros Episkopou |
| Name: Spyros Episkopou Title: Director |
| /s/ John Fredriksen* |
| (Signature) |
| John Fredriksen* (Name) |
- Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
JOINT FILING AGREEMENT
The undersigned agree that this Schedule 13D/A, dated July 17, 2017, relating to the Common Shares, par value $0.01 per share of DHT Holdings, Inc. shall be filed on behalf of the undersigned.
| July 17, 2017 |
| (Date) |
| Frontline Ltd. |
| By: /s/ Inger M. Klemp |
| Name: Inger M. Klemp Title: Principal Financial Officer |
| GHL World Ltd |
| By: /s/ Eirini Santhi Theocharous |
| Name: Eirini Santhi Theocharous Title: Director |
| Hemen Holding Limited |
| By: /s/ Spyros Episkopou |
| Name: Spyros Episkopou Title: Director |
| Greenwich Holdings Limited |
| By: /s/ Spyros Episkopou |
| Name: Spyros Episkopou Title: Director |
| C.K. Limited |
| By: /s/ Spyros Episkopou |
| Name: Spyros Episkopou Title: Director |
| /s/ John Fredriksen |
| (Signature) |
| John Fredriksen (Name) |
Exhibit B
Frontline
| Date |
(Shares Sold) |
Average Price per Share |
| 07/11/2017 |
(205,678) |
$4.2284 |
| 07/14/2017 |
(70,923) |
$4.3648 |
GHL
| Date |
(Shares Sold) |
Average Price per Share |
| 07/11/2017 |
(84,322) |
$4.2284 |
| 07/14/2017 |
(29,077) |
$4.3648 |