Page 3 of 8 – SEC Filing
| CUSIP No. Y2065G121 | SCHEDULE 13D | Page 3 of 8 |
| Item 1. | SECURITY AND ISSUER |
| This statement relates to the Common Stock, par value $0.01 per share (“Common Stock”), of DHT Holdings, Inc., a company incorporated in the Republic of the Marshall Islands (the “Issuer”), whose principal executive offices are located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. |
| Item 2. | IDENTITY AND BACKGROUND |
| This statement is being filed by BW Group Limited (“BWG”), an exempted company limited by shares incorporated under the laws of Bermuda. The principal business of BWG is that of an investment holding company. The registered address of BWG is at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda and the correspondence address of BWG is at Mapletree Business City, #18-01, 10 Pasir Panjang Road, Singapore 117438. | |
| Set forth in Schedule A to this Statement are the name, business address and present principal occupation or employment and citizenship of each director and executive officer of each of BWG, which is incorporated herein by reference. | |
| During the last five years prior to the date hereof, none of BWG nor, to the knowledge of BWG, any of the other persons with respect to whom information is given in response to this Item 2, has been convicted in a criminal proceeding or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction ending in 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 |
| The response to Item 4 of this Schedule 13D is incorporated by reference herein. | |
| Item 4. | PURPOSE OF TRANSACTION |
| On March 23, 2017, BWG and the Issuer entered into a Vessel Acquisition Agreement (the “Vessel Acquisition Agreement”), pursuant to which the Issuer agreed to purchase and accept delivery of nine existing very large crude carriers (“VLCCs”) and two newbuild contracts for two VLCCs from BWG, in exchange for (1) aggregate cash consideration in an amount equal to $177,360,000 and (2) aggregate equity consideration consisting of 32,024,395 shares of Common Stock and 15,700 shares of Series D Junior Participating Preferred Stock (“Preferred Stock”). | |
| Each share of Preferred Stock has the same voting rights as, and is the economic equivalent to, 1,000 shares of Common Stock. From and after January 1, 2018, each share of Preferred Stock will be entitled to receive an additional dividend of 4% per annum (in addition to Common Stock equivalent dividends). In addition, each share of Preferred Stock will automatically convert into 1,000 shares (subject to certain adjustments as set forth in the Vessel Acquisition Agreement) of Common Stock on the date that is 15 days following the receipt of the Requisite Shareholder Approval (as defined in the Vessel Acquisition Agreement) and the Issuer’s filing of the Authorized Shares Amendment with the Registrar of Companies of the Republic of the Marshall Islands (the “Mandatory |
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