UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM CB/A
(Amendment No. 4)
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**
Exhibit 4: Press Release dated July 21, 2011, announcing the extension of the offer period***
Exhibit 5: Press Release dated July 29, 2011, announcing the extension of the offer period****
Exhibit 5.1: Press Release dated August 5, 2011, announcing the withdrawal of the offer
*previously furnished on Form CB to the Commission on July 6, 2011
**previously furnished on Form CB/A to the Commission on July 14, 2011
***previously furnished on Form CB/A to the Commission on July 21, 2011
****previously furnished on Form CB/A to the Commission on July 29, 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: August 5, 2011 |
By:
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/s/ Eirik Ubøe
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Eirik Ubøe
Chief Financial Officer
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Exhibit 5.1
DHT Holdings, Inc. - Withdrawal of offer for Saga Tankers ASA
Not for public distribution, directly or indirectly, in or into Canada, Australia, Japan or South Africa.
ST. HELIER, Channel Islands & OSLO, Norway, Aug 05, 2011 (BUSINESS WIRE) --
Reference is made to the offer document dated 5 July 2011 (the “Offer Document”) from DHT Holdings, Inc. (“DHT”) regarding the voluntary exchange offer (the “Offer”) for all of the issued and outstanding shares of Saga Tankers ASA (“Saga Tankers”). Reference is further made to the offer document supplement dated 14 July 2011 (the “Offer Document Supplement”) and previous announcements issued in connection with the Offer.
Following the expiry yesterday of the extended offer period DHT has per 5 August 2011 at 08:30 CET received acceptances for approximately 73 million shares, equaling approximately 84% of the total share capital in Saga Tankers, which is below the 95% acceptance level condition. DHT has consequently decided to withdraw the Offer.
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.
DHT Holdings, Inc.
Svein Moxnes Harfjeld, CEO, + 47 4140 4886
smh@dhtankers.com
or
Trygve P. Munthe, President, + 47 9135 0025
tpm@dhtankers.com
or
Eirik Ubøe, CFO, + 47 4129 2712
eu@dhtankers.com