Filing Details
- Accession Number:
- 0001104659-20-080133
- Form Type:
- 13D Filing
- Publication Date:
- 2020-07-02 06:45:56
- Filed By:
- Olympic Lng Investments Ltd.
- Company:
- Gaslog Ltd. (NYSE:GLOG)
- Filing Date:
- 2020-07-02
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| OLYMPIC LNG INVESTMENTS LTD | 11,164,904 | 9 | 11,164,904 | 11 | 11,164,904 | 11.7% |
| A.S.O. HOLDINGS S.A | 11,164,904 | 9 | 11,164,904 | 11 | 11,164,904 | 11.7% |
| ALEXANDER S. ONASSIS FOUNDATION | 11,164,904 | 9 | 11,164,904 | 11 | 11,164,904 | 11.7% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
| GasLog Ltd. |
| (Name of Issuer) |
| Common Shares, par value $0.01 per share |
| (Title of Class of Securities) |
| G37585109 |
| (CUSIP Number) |
| Olympic LNG Investments Ltd. c/o ASOFIN Management A.G. Städtle 27, FL-9490 Vaduz Liechtenstein +423-237 48 03
Copies to: D. Scott Bennett, Esq. Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, New York 10019 +1 (212) 474-1132 (telephone number) +1 (212) 474-3700 (facsimile number) |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| June 22, 2020 |
| (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-l(f) or 240.13d-l(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.
CUSIP No. G37585109
| 1 | NAMES OF REPORTING PERSONS OLYMPIC LNG INVESTMENTS LTD. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC, AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION BERMUDA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 11,164,904 | |
| 8 | SHARED VOTING POWER | ||
| 9 | SOLE DISPOSITIVE POWER 11,164,904 | ||
| 10 | SHARED DISPOSITIVE POWER | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,164,904 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7%1 | ||
| 14 | TYPE OF REPORTING PERSON CO | ||
1 The percentage ownership is calculated based on aggregate number of 95,114,166 Common Shares issued and outstanding as of June 29, 2020.
CUSIP No. G37585109
| 1 | NAMES OF REPORTING PERSONS A.S.O. HOLDINGS S.A. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC, AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION PANAMA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 11,164,904 | |
| 8 | SHARED VOTING POWER | ||
| 9 | SOLE DISPOSITIVE POWER 11,164,904 | ||
| 10 | SHARED DISPOSITIVE POWER | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,164,904 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7%2 | ||
| 14 | TYPE OF REPORTING PERSON CO | ||
2 The percentage ownership is calculated based on aggregate number of 95,114,166 Common Shares issued and outstanding as of June 29, 2020.
CUSIP No. G37585109
| 1 | NAMES OF REPORTING PERSONS ALEXANDER S. ONASSIS FOUNDATION | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION LIECHTENSTEIN | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 11,164,904 | |
| 8 | SHARED VOTING POWER | ||
| 9 | SOLE DISPOSITIVE POWER 11,164,904 | ||
| 10 | SHARED DISPOSITIVE POWER | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,164,904 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7%3 | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
3 The percentage ownership is calculated based on aggregate number of 95,114,166 Common Shares issued and outstanding as of June 29, 2020.
Explanatory Note
The purpose of this Amendment No. 1 (this Amendment No. 1) to the Schedule 13D filed with the Securities and Exchange Commission (the Commission) on February 3, 2014 (the Original Schedule 13D) is to reflect the entry by Olympic LNG Investments Ltd. (Olympic) into a share purchase agreement to acquire 4,000,000 shares of common stock, par value US$0.01 per share (Shares) of GasLog Ltd. (the Issuer) from the Issuer.
Except as set forth below, all Items in the Original Schedule 13D remain unchanged. Capitalized terms used in this Amendment No. 1 and not otherwise defined shall have the respective meanings assigned to such terms in the Original Schedule 13D.
Item 1. Security and Issuer
The principal executive offices of the Issuer are located at c/o 69 Akti Miaouli, 18537 Piraeus, Greece.
Item 2. Identity and Background
| Reporting Person/ Director/Officer/Control of a Reporting Person | Address of Principal | Jurisdiction of Citizenship | Name/Address of Employer and | Principal |
| Olympic LNG Investments Ltd. | c/o Conyers Corporate Services (Bermuda) Limited Clarendon House 2 Church Street Hamilton, HM 11, Bermuda | Bermuda | N/A | Investment company |
| Directors | ||||
| Prof. Constantinos Grammenos | c/o Center for Shipping, Trade and Finance CASS BUSINESS SCHOOL CITY UNIVERSITY LONDON 106 Bunhill Row London EC1Y 8TZ, U.K. | Greece | Center for Shipping, Trade and Finance CASS BUSINESS SCHOOL CITY UNIVERSITY LONDON 106 Bunhill Row London EC1Y 8TZ, U.K.
Professor | University |
| Stefanos Tamvakis | 27, Artemisiou Str, | Greece | N/A | N/A |
| Edward Rance | Clarendon House 2 Church Street Hamilton, HM 11, Bermuda | UK | Conyers Corporate Services (Bermuda) Limited Clarendon House 2 Church Street Hamilton, HM 11, Bermuda | Lawyer |
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| Reporting Person/ Director/Officer/Control of a Reporting Person | Address of Principal | Jurisdiction of Citizenship | Name/Address of Employer and | Principal | |
| Michail Gialouris | 8 Zephyrou Str. Paleo Faliro 17564 Athens Greece | Greece | ASOFIN Management S.A. 8 Zephyrou Str. Paleo Faliro 17564 Athens Greece Managing Director | Consulting company | |
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| Officers | |||||
| President | Antonios S. Papadimitriou | 367 Syngrou Av. Paleo Faliro 17564 Athens Greece | Greece | ASOFIN Management S.A. | Consulting company |
| Vice President | Marianna Moschou | 8 Zephyrou Str. Paleo Faliro 17564 Athens Greece | Greece | A.S.O. HOLDINGS S.A. Calle Aquillino de la Guardia 8 Panama 1, Republic of Panama
Secretary and Director | Holding company |
| Treasurer | Michail Gialouris | See above | See above | See above | See above |
| Secretary | Conyers Corporate Services (Bermuda) Limited | Clarendon House 2 Church Street Hamilton, HM 11, Bermuda | Bermuda | N/A | Local agent |
| A.S.O. HOLDINGS S.A. | Calle Aquillino de la Guardia 8 Panama 1, Republic of Panama | Panama | N/A | Holding company | |
| Directors | |||||
| Antonios S. Papadimitriou | See above | See above | See above | See above | |
| Florian Marxer | Heiligkreuz 6 P.O. Box 484 FL 9490 Vaduz, Liechtenstein | Liechtenstein | Marxer & Partner Attorneys-at-Law Heiligkreuz 6 P.O. Box 484 FL 9490 Vaduz, Liechtenstein
Partner | Law firm | |
| Marianna Moschou | See above | See above | See above | See above | |
| Prof. Constantinos Grammenos | See above | See above | See above | See above | |
| Dennis Houston | USA | N/A | N/A | ||
| Reporting Person/ Director/Officer/Control of a Reporting Person | Address of Principal | Jurisdiction of Citizenship | Name/Address of Employer and | Principal | |
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| 15 North Fazio Way The Woodlands, TX 77389 USA |
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| Michael Sotirhos | 545 Smith Ridge Road New Canaan, Connecticut 06840 USA | U.S.A. | The Blackstone Group 345 Park Avenue NY, NY 10154 USA
Senior Managing Director | Investment and advisory firm | |
| Nikolaos Karamouzis | SME RemediumCap, 10 rue Antoine Jans, | Greece | N/A | N/A | |
| Officers | |||||
| President | Antonios S. Papadimitriou | See above | See above | See above | See above |
| Vice President | Florian Marxer | See above | See above | See above | See above |
| Secretary | Marianna Moschou | See above | See above | See above | See above |
| 2nd Vice President | Dennis Houston | See above | See above | See above | See above |
| ALEXANDER S. ONASSIS FOUNDATION | Heiligkreuz 6 Vaduz, Lichtenstein | Lichtenstein | N/A | Foundation | |
| Directors | |||||
| Antonios S. Papadimitriou | See above | See above | See above | See above | |
| Florian W. Marxer | See above | See above | See above | See above | |
| Marianna Moschou | See above | See above | See above | See above | |
| Paul Ioannidis | Alexander S. Onassis Foundation Staedtle 27 FL-9490 Vaduz Liechtenstein | Greece | N/A | N/A | |
| Prof. Constantinos Grammenos | See above | See above | See above | See above | |
| Stefanos Tamvakis | See above | See above | See above | See above | |
| Prof. Dimitrios Nanopoulos | Greece | ||||
| Reporting Person/ Director/Officer/Control of a Reporting Person | Address of Principal | Jurisdiction of Citizenship | Name/Address of Employer and | Principal | |
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| 12-14 Pindou Str, |
| N/A | N/A | |
| Michael Sotirhos | See above | See above | See above | See above | |
| Florian Marxer | See above | See above | See above | See above | |
| Dennis Houston | See above | See above | See above | See above | |
| Nikolaos Karamouzis | See above | See above | See above | See above | |
| Simon Critchley | Alexander S. Onassis Foundation | UK | Alexander S. Onassis Foundation | ||
| James George Stavridis | Carlyle Group, | USA | N/A | N/A | |
| Karen Fran Brooks Hopkins | 216 Garfield Pl., | USA | N/A | N/A | |
| Paul Bernhard Holdengraber | C/o Alexander S. Onassis | USA | Alexander S. Onassis Public Benefit Foundation USA Los Angeles, USA. | ||
| Officers | |||||
| President / Treasurer | Antonios S. Papadimitriou | See above | See above | See above | See above |
| Vice President | Florian Marxer | See above | See above | See above | See above |
| Secretary | Marianna Moschou | See above | See above | See above | See above |
| 2nd Vice President | Dennis Houston | See above | See above | See above | See above |
Item 3. Source and Amount of Funds or Other Consideration
Olympic LNG Investments Ltd. has agreed to purchase 4,000,000 shares of the Issuers common stock from the Issuer. On June 22, 2020, Olympic LNG Investments Ltd. entered into a stock purchase agreement, dated June 22, 2020 (the Stock Purchase Agreement), with the Issuer, which included customary representations and warranties. The transaction closed on June 29, 2020. The purpose of the transaction was to increase the Issuers liquidity and strengthen the capital structure of the Issuer. The source of funds for such purchase was available corporate funds of Olympic and capital contributions by the shareholders of Olympic.
Item 4. Purpose of the Transaction
Item 4 of the Original Schedule 13D is hereby amended by adding the following paragraphs:
Item 3 of this Amendment No. 1 summarizes certain provisions of the Stock Purchase Agreement and is incorporated herein by reference.
On June 22, 2020, Olympic LNG Investments Ltd. entered into a registration rights agreement, dated June 22, 2020 (the Registration Rights Agreement), with the Issuer, which provides resale registration rights for the Holders Registrable Securities (as defined in the Registration Rights Agreement).
The foregoing description of the Stock Purchase Agreement and Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement and Registration Rights Agreement, which are filed as Exhibit 1 and Exhibit 2, respectively, to this Amendment No. 1.
Item 5. Interest in Securities of the Issuer
(a) See item 9 on Cover Pages to this Amendment No. 1. Percentages are based on 95,114,166 Shares issued and outstanding as of June 29, 2020.
(1) Olympic LNG Investments Ltd. (Olympic) is the direct beneficial owner of 11,164,904 common shares.
(2) A.S.O. Holdings S.A. (Holdings) owns 100% of Olympic LNG Investments Ltd. Holdings does not own any Shares. By reason of Holdings control of Olympic, Holdings may deemed to be the beneficial owner of, and to have the power to vote and dispose of, the common shares beneficially owned by Olympic.
(3) The Alexander S. Onassis Foundation (the Foundation) owns 100% of Holdings. The Foundation does not own any Shares. By reason of the Foundations control of Holdings, the Foundation may deemed to be the beneficial owner of, and to have the power to vote and dispose of, the common shares beneficially owned by Olympic.
(b) Number of Shares as to which each Reporting Person has:
(i) Sole power to vote or to direct the vote: See item 7 on Cover Pages to this Amendment No. 1.
(ii) Shared power to vote or to direct the vote: See item 8 on Cover Pages to this Amendment No. 1.
(iii) Sole power to dispose or to direct the disposition: See item 9 on Cover Pages to this Amendment No. 1.
(c) On June 22, 2020, Olympic LNG Investments Ltd. purchased 4,000,000 common shares in a private placement at a price of $2.50 per share, for an aggregate purchase price of $10,000,000. The transaction closed on June 29, 2020.
Except as described in this Item 5(c), there have been no transactions in the Shares effected during the past 60 days by any of the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Original Schedule 13D is hereby amended by adding the following:
Item 3 of this Amendment No. 8 summarizes certain provisions of the Stock Purchase Agreement and is incorporated herein by reference.
Item 4 of this Amendment No. 8 summarizes certain provisions of the Registration Rights Agreement and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Stock Purchase Agreement, dated June 22, 2020, between Olympic LNG Investments Ltd. and GasLog Ltd.
Exhibit 2 Registration Rights Agreement, dated June 22, 2020, between GasLog Ltd. and each of the several holders listed on the signature pages thereto.
SIGNATURE
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.
Date: July 2, 2020
| OLYMPIC LNG INVESTMENTS LTD. | |
| By: | /s/ Marianna Moschou |
| Name: | Marianna Moschou |
| Title: | Vice President |
| By: | /s/ Michail Gialouris |
| Name: | Michail Gialouris |
| Title: | Director |
| A.S.O. HOLDINGS S.A. | |
| By: | /s/ Anthony S. Papadimitriou |
| Name: | Anthony S. Papadimitriou |
| Title: | Director |
| By: | /s/ Marianna Moschou |
| Name: | Marianna Moschou |
| Title: | Director |
| ALEXANDER S. ONASSIS FOUNDATION | |
| By: | /s/ Anthony S. Papadimitriou |
| Name: | Anthony S. Papadimitriou |
| Title: | Director |
| By: | /s/ Marianna Moschou |
| Name: | Marianna Moschou |
| Title: | Director |