UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM CB/A
(Amendment No. 1)
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
Please place an X in the box(es) to designate the appropriate rule provisions(s) relied upon to file this Form:
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Securities Act Rule 801 (Rights Offering)
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o
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Securities Act Rule 802 (Exchange Offer)
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x
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Securities Act Rule 13e-4(h) (8) (Issuer Tender Offer)
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o
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Exchange Act Rule 14d-1(c) (Third Party Tender Offer)
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x
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Exchange Act Rule 14e-2(d) (Subject Company Response)
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o
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Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8)
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o
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SAGA TANKERS ASA
(Name of Subject Company)
Not applicable
(Translation of Subject Company's Name into English (if applicable)
Norway
(Jurisdiction of Subject Company's Incorporation or Organization)
DHT HOLDINGS, INC.
(Name of Person(s) Furnishing Form)
Shares
(Title of Class of Subject Securities)
ISIN: NO0010572589
(CUSIP Number of Class of Securities (if applicable))
Fredrik Platou, CFO
Saga Tankers ASA
P.O. Box 468 Vika, 0161
Oslo, Norway
Tel: +47 2311 8270
(Name, Address (including zip code) and Telephone Number
(including area code) of Person(s) Authorized to Receive Notices
and Communications on Behalf of Subject Company)
Copies to:
| Eirik Ubøe
DHT Holdings, Inc.
26 New Street
St. Helier, Jersey, JE2 3RA
Channel Islands
Tel: +44 1534 639759
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Erik R. Tavzel, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
Tel: (212) 474-1000
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July 6, 2011
(Date Tender Offer/Rights Offering Commenced)
PART I - INFORMATION SENT TO SECURITY HOLDERS
ITEM 1. HOME JURISDICTION DOCUMENTS
Exhibit 1: Offer Document dated July 5, 2011*
Exhibit 2: Offer Document Supplement dated July 14, 2011
Exhibit 3: Press Release dated July 14, 2011, annoucning the approval of the Offer Document Supplement by the Norwegian Financial Supervisory Authority
*previously furnished on Form CB to the Commission on July 6, 2011
ITEM 2. INFORMATIONAL LEGENDS
The legend required by Rule 802(b) under the Securities Act of 1933, as amended, is included in the Offer Document.
PART II - INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
Not applicable.
PART III - CONSENT TO SERVICE OF PROCESS
A written irrevocable consent and power of attorney on Form F-X was filed with the Commission on July 6, 2011.
PART IV - SIGNATURES
After due 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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DHT HOLDINGS, INC.
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(Registrant)
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| Date: July 14, 2011 |
By:
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/s/ Eirik Ubøe
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Eirik Ubøe
Chief Financial Officer
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Exhibit 2
SUPPLEMENT TO THE COMBINED OFFER DOCUMENT AND
DOCUMENT CONTAINING EQUIVALENT INFORMATION TO A
PROSPECTUS ISSUED BY DHT HOLDINGS, INC. ON JULY 5, 2011
DOCUMENT CONTAINING EQUIVALENT INFORMATION TO A
PROSPECTUS ISSUED BY DHT HOLDINGS, INC. ON JULY 5, 2011
GENERAL INFORMATION RELATING TO THE SUPPLEMENT
This document is a supplement to the Offer Document dated July 5, 2011 (the “Offer Document Supplement”). The Offer Document was prepared by DHT Holdings in relation to (i) its voluntary offer (the “Offer”) for the shares of Saga Tankers ASA (“Saga Tankers”) and (ii) the offer of the new DHT Holdings shares to be issued as consideration for the Saga Tankers shares as a part of the Offer (the “Consideration Shares”). Unless otherwise indicated or the context otherwise requires, capitalised terms used herein shall have the meaning ascribed to such terms in the Offer Document.
The Offer Document Supplement has been prepared to comply with Section 7-15 of the Norwegian Securities Trading Act, pursuant to which significant new factors, material mistakes or inaccuracies which may be relevant to the assessment of the Shares, emerging or coming to light between the time the Offer Document was published and the admission to trading of the Consideration Shares, shall be included in a supplement. The Norwegian Financial Services Authority (the “NFSA”) has reviewed and approved this Offer Document Supplement in accordance with Section 7-7 cf. Section 7-15 of the Norwegian Securities Trading Act.
The supplemental information contained in this Offer Document Supplement is to be considered as an integral part of, and is to be read together with, the Offer Document dated July 5, 2011. The supplemental information contained herein is current as of the date hereof and subject to change, completion and amendment without notice. Neither the publication nor distribution of this Offer Document Supplement shall under any circumstances create any implication that there has been no change in the affairs of DHT Holdings, Inc. subsequent to the date of the Offer Document (other than in respect of the supplemental contained herein), or, in respect of the supplemental information contained herein, subsequent to the date hereof, or that the supplemental information contained herein is correct as of any date subsequent to the date hereof.
Saga Tankers shareholders who did not give their pre-acceptance to the Offer1 and have accepted the Offer prior to the publication of the Offer Document Supplement have the right to withdraw their acceptances within two days after the Offer Document Supplement is published, cf. Section 7-21 sub-section 2 of the Norwegian Securities Trading Act. In order to exercise such right, investors must deliver their withdrawal to Carnegie ASA by mail, fax or by hand within the said deadline to Carnegie ASA, Stranden 1, Aker Brygge, P.O.Box 684 Sentrum, N-0106 Oslo, Norway (fax number +47 22 00 99 60). Investors that have accepted the Offer before the publishing of the Supplemental Document, and who do not withdraw their acceptances, will be deemed to have accepted the offer and will not be required to return a new acceptance form.
1 I.e. those Saga Tankers shareholders who did not submit to the Investment Manager a pre-acceptance form prior to the Offer Period.
Investing in the Consideration Shares involves certain risks. See Section 2 – “Risk Factors” of the Offer Document for a description of some of the factors the Saga Tankers shareholders should carefully consider before accepting the Offer.
The distribution of this Offer Document Supplement may be restricted by law in certain jurisdictions and neither the Offer Document, the Offer discussed herein or therein nor this Offer Document Supplement, constitutes an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such an offer or solicitation would be unlawful. The Offer is not being made in or into Australia, Canada, Japan or South Africa, and will not be permitted to be accepted in or from these jurisdictions.
RESPONSIBILITY STATEMENT
The Board of Directors of DHT Holdings accepts responsibility for the information contained in this Offer Document Supplement. The Board of Directors of DHT Holdings hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Offer Document Supplement is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import.
July 14, 2011
Board of Directors of DHT Holdings, Inc
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Erik A. Lind (Chairman)
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Einar Michael Steimler
(Director)
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Rolf Wikborg
(Director)
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Robert N. Cowen
(Director)
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Randee Day
(Director)
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SUPPLEMENTAL INFORMATION: PUBLICATION OF Q2 FINANCIAL STATEMENTS AND DIVIDEND PAYMENT
In accordance with the Transaction Agreement and Sections 1.8 – “The Exchange Offer” and 5.8 – “Transaction Agreement” of the Offer Document, the Board of Directors of DHT Holdings on July 13, 2011, resolved to pay a dividend of USD 0.10 per Share in DHT Holdings to its shareholders of record as on July 28, 2011.
DHT Holdings has on July 14, 2011 published its Q2 Financial Statements. Pages 1 to 14 of the Q2 Financial Statements are incorporated by reference, and will be available on the front page of DHT Holdings' website, www.dhtankers.com.
The date of this Offer Document Supplement is July 14, 2011.
Exhibit 3
Saga Tankers – Offer Document Supplement
NOT FOR PUBLIC DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA
Offer Document Supplement
Reference is made to the Offer Document dated 5 July 2011 (the “Offer Document”) regarding the voluntary exchange offer (the “Offer”) set forth by DHT Holdings, Inc. (“DHT”) for all of the issued and outstanding shares of Saga Tankers ASA.
The consideration in the Offer is 0.25 shares of DHT common stock for each share in Saga, to be issued on or about 2 August 2011, on the terms set out in the Offer Document. The offer period is from and including 6 July 2011 to and including 20 July 2011 at 09:00 (CET).
DHT has prepared a supplement to the Offer Document (the “Offer Document Supplement”) which has been reviewed and approved by the Norwegian Financial Supervisory Authority in accordance with Section 7-7 cf. Section 7-15 of the Norwegian Securities Trading Act.
Saga Tankers shareholders who did not give their pre-acceptance to the Offer and have accepted the Offer prior to the publication of the Offer Document Supplement have the right to withdraw their acceptances within two days after the Offer Document Supplement is published, i.e. within 18 July 2011 at 17:30 hours (CET), cf. Section 7-21, sub-section 2 of the Norwegian Securities Trading Act. In order to exercise such right, investors must deliver their withdrawal to Carnegie by mail, fax or by hand within the said deadline to Carnegie ASA, Stranden 1, Aker Brygge, P.O.Box 684 Sentrum, N-0106 Oslo, Norway (fax number +47 22 00 99 60). Investors that pre-accepted the Offer before the publishing of the Offer Document will be deemed to have accepted the offer and must return the acceptance form. Investors that have accepted the Offer after the publishing of the Offer Document but before the publishing of the Offer Document Supplement, and who do not withdraw their acceptances, will be deemed to have accepted the Offer and will not be required to return a new acceptance form.
The Offer Document Supplement will, subject to restrictions under applicable securities laws, be available during the offer period at the website of DHT, www.dhtankers.com, and the website of Carnegie, www.carnegie.no. Further, hard copies of the Offer Document Supplement will, subject to restrictions under applicable securities laws, be available at Carnegie’s offices, Stranden 1, Aker Brygge, 0106 Oslo.
For further information, please contact:
Svein Moxnes Harfjeld, CEO, DHT, + 47 4140 4886, smh@dhtankers.com
Trygve P. Munthe, President, DHT, + 47 9135 0025, tpm@dhtankers.com
Eirik Ubøe, CFO, DHT, + 47 4129 2712, eu@dhtankers.com
This information is subject to the disclosure requirements according to section 5-12 of the Norwegian Securities Trading Act.
Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act. It is expected that the Offer will be subject to a Tier I exemption pursuant to Rule 14d-1(c) of the U.S. Securities Exchange Act of 1934, as amended, and that the issuance of DHT shares in connection therewith will be exempt from registration under the U.S. Securities Act of 1933, as amended, pursuant to Rule 802 thereof.
The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. DHT assumes no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.