Filing Details
- Accession Number:
- 0000919574-25-001780
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-04 19:00:00
- Filed By:
- Famatown Finance Ltd.
- Company:
- Valaris Ltd (NYSE:VAL)
- Filing Date:
- 2025-03-05
- SEC Url:
- 13D Filing
Ownership Summary
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 |
|---|---|---|---|---|---|---|
| Famatown Finance Ltd. | 0 | 7,501,913 | 0 | 7,501,913 | 7,501,913 | 10.56% |
| GREENWICH HOLDINGS LTD. | 0 | 7,501,913 | 0 | 7,501,913 | 7,501,913 | 10.56% |
| C.K. Limited | 0 | 7,501,913 | 0 | 7,501,913 | 7,501,913 | 10.56% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
|
Valaris Limited (Name of Issuer) |
Common Shares, $0.01 par value (Title of Class of Securities) |
G9460G101 (CUSIP Number) |
Famatown Finance Limited 33 Promachon Eleftherias Street, Deana Beach Apartments, Block 1, Floor 4 Ayios Athanasios, Limassol, G4, 4103 357-25-858-300 Keith J. Billotti, Esq. Seward & Kissel LLP, One Battery Park Plaza New York, NY, 10004 212-574-1200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/28/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | G9460G101 |
| 1 |
Name of reporting person
Famatown Finance Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CYPRUS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,501,913.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.56 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | G9460G101 |
| 1 |
Name of reporting person
GREENWICH HOLDINGS LTD. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CYPRUS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,501,913.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.56 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | G9460G101 |
| 1 |
Name of reporting person
C.K. Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
JERSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,501,913.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.56 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
*C.K. Limited is the trustee of two trusts (the "Trusts") that indirectly hold all of the shares of Greenwich Holdings Limited and Famatown Finance Ltd. Accordingly, C.K. Limited, as trustee, may be deemed to beneficially own the Common Shares of the Issuer that are beneficially owned by Greenwich Holdings Limited. Mr. Fredriksen established the trusts for the benefit of his immediate family. He is neither a beneficiary nor a trustee of either Trust. Therefore, Mr. Fredriksen has no economic interest in such Common Shares and disclaims any control over such Common Shares, save for any indirect influence he may have with C.K. Limited, as the trustee of the Trusts, in his capacity as the settlor of the Trusts.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, $0.01 par value | |
| (b) | Name of Issuer:
Valaris Limited | |
| (c) | Address of Issuer's Principal Executive Offices:
2 CHURCH STREET, CLARENDON HOUSE, HAMILTON,
BERMUDA
, HM 11. | |
Item 1 Comment:
This Amendment No. 6 to Schedule 13D (this "Amendment No. 6") amends and supplements the Amendment No. 5 to Schedule 13D (the "Amendment No. 5") filed with the U.S. Securities and Exchange Commission (the "Commission") on November 29, 2024, the Amendment No. 4 to Schedule 13D ("Amendment No. 4") filed with the Commission on September 26, 2024, the Amendment No. 3 to Schedule 13D ("Amendment No. 3") filed with the Commission on June 8, 2023, the Amendment No. 2 to Schedule 13D ("Amendment No. 2") filed with the Commission on January 27, 2023, the Amendment No. 1 to Schedule 13D ("Amendment No. 1") filed with the Commission on June 6, 2022, and the Schedule 13D filed with the Commission on December 23, 2021 (collectively, as amended, the "Schedule 13D") filed by Famatown Finance Limited, a Cyprus company ("Famatown"); Greenwich Holdings Limited, a Cyprus company ("Greenwich Holdings"); and C.K. Limited, a Jersey company ("C.K. Limited"), with respect to the common shares, $0.01 per value per share (the "Common Shares") of Valaris Limited (the "Issuer"). Capitalized terms used in this Amendment No. 6 and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed on behalf of the following:
(i) Famatown;
(ii) Greenwich Holdings; and
(iii) C.K. Limited.
Famatown, Greenwich Holdings and C.K. Limited are collectively referred to as the "Reporting Persons." Greenwich Holdings is the sole shareholder of Famatown. The shares of Famatown and Greenwich Holdings are indirectly held in the Trusts. C.K. Limited is the trustee of the Trusts. | |
| (b) | The address of Famatown's principal place of business is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103 Limassol, Cyprus.
The address of Greenwich Holdings' principal place of business is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103 Limassol, Cyprus.
The address of C.K. Limited's principal place of business is JTC House, 28 Esplanade, St. Helier, Jersey, Channel Islands JE4 2QP. | |
| (c) | The principal business of Famatown is acting as an investment holding company. The name and present principal occupation of Famatown's directors and the name, principal business and address of any corporation or other organization in which such employment is conducted is set forth below. Famatown does not have any executive officers.
Christakis Theodoulou, Director. Mr. Theodoulou's principal business address is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103 Limassol, Cyprus.
Costas Saveriades, Director. Mr. Saveriades' principal business address is Iris House, 7th Floor, 740B, 8 John Kneedy Street, 3106 Limassol, Cyprus.
Christophis Koufaris, Director. Mr. Koufaris' principal business address is Iris House, 8th Floor, 840A, 8 John Kennedy Street, 3106 Limassol, Cyprus.
The principal business of Greenwich Holdings is acting as an investment holding company. The name and present principal occupation of Greenwich Holdings' directors and the name, principal business and address of any corporation or other organization in which such employment is conducted is set forth below. Greenwich Holdings does not have any executive officers.
Christakis Theodoulou, Director. Mr. Theodoulou's principal business address is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103 Limassol, Cyprus.
Kyriacos Kazamias, Director. Mr. Kazamias principal business address is Georgiou Drosini 6, Potamos Germasogeias, 4043 Limassol, Cyprus.
Christophis Koufaris, Director. Mr. Koufaris' principal business address is Iris House, 8th Floor, 840A, 8 John Kennedy Street, 3106 Limassol, Cyprus.
The principal business of C.K. Limited is acting as trustee of the Trusts that indirectly hold all of the shares of Famatown and Greenwich Holdings. The name and present principal occupation of C.K. Limited's directors and the name, principal business and address of any corporation or other organization in which such employment is conducted is set forth below. C.K Limited does not have any executive officers.
Christakis Theodoulou, Director. Mr. Theodoulou's principal business address is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103 Limassol, Cyprus.
Elena Georgiou Varnava, Alternate Director to Christakis Theodoulou. Ms. Georgiou Varnava's principal business address is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103 Limassol, Cyprus.
JTC Directors Limited, Corporate Director. JTC Directors Limited's business address is JTC House, 28 Esplanade, St. Helier, Jersey, Channel Islands JE2 3QA.
Castle Directors Limited, Corporate Director. Castle Directors Limited's principal business address is JTC House, 28 Esplanade, St. Helier, Jersey, Channel Islands JE2 3QA. | |
| (d) | To the best knowledge of the Reporting Persons, none of the entities or persons identified in this Item 2, has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | To the best knowledge of the Reporting Persons, none of the entities or persons identified in this Item 2, has, during the past five years, 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. | |
| (f) | Famatown
Mr. Theodoulou is a citizen of Cyprus.
Mr. Saveriades is a citizen of Cyprus.
Mr. Koufaris is a citizen of Cyprus.
Greenwich Holdings
Mr. Theodoulou is a citizen of Cyprus.
Mr Kazamias is a citizen of Cyprus
Mr. Koufaris is a citizen of Cyprus.
C.K. Limited
Mr. Theodoulou is a citizen of Cyprus.
Ms. Georgiou Varnava is a citizen of Cyprus.
JTC Directors Limited is organized in Jersey.
Castle Directors Limited is organized in Jersey. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
There are no material changes to the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
There are no material changes to the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | According to the Issuer's annual report on Form 10-K, which was filed with the Commission on February 20, 2025, there were 71,032,299 Common Shares issued and outstanding as of February 14, 2025. | |
| (b) | Famatown may be deemed to be the owner of 7,501,913 Common Shares, constituting 10.56% of the Common Shares outstanding. Famatown has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or to direct the vote of 7,501,913 Common Shares. Famatown has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or to direct the disposition of 7,501,913 Common Shares.
Greenwich Holdings, through Famatown, may be deemed to be the beneficial owner of 7,501,913 Common Shares, constituting 10.56% of the Common Shares outstanding. Greenwich Holdings has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or to direct the vote of 7,501,913 Common Shares. Greenwich Holdings has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or to direct the disposition of 7,501,913 Common Shares.
C.K. Limited, through Greenwich Holdings, may be deemed to be the beneficial owner of 7,501,913 Common Shares, constituting 10.56% of Common Shares outstanding. C.K. Limited has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or to direct the vote of 7,501,913 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 to direct the disposition of 7,501,913 Common Shares. | |
| (c) | To the best of the Reporting Persons' knowledge, all transactions in the Common Shares effected in the open market by the Reporting Persons since the most recent filing of the Schedule 13D are set forth in Schedule I to this Amendment No. 6. | |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Shares beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The Reporting Person's response to Item 4 is incorporated by reference into this Item 6. To the knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 with respect to any securities of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A - Joint Filing Agreement
Exhibit B - Support Agreement, dated as of December 9, 2021, among the Issuer, Famatown and the other parties thereto (incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed on December 9, 2021)
Exhibit C - Amendment to Support Agreement, dated as of January 25, 2023, among the Issuer, Famatown and the other parties thereto (incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed on January 27, 2023)
Exhibit D - Famatown Press Release, dated December 9, 2021 (incorporated by reference to Exhibit C of the original Schedule 13D filed by the Reporting Persons with the Commission on December 23, 2021) | ||
| 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.
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