SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

SCHEDULE 14D-9 
(RULE 14d-101) 
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
 


 Euronav NV
(Name of Subject Company)
 


 

Euronav NV
(Name of Person(s) Filing Statement)
 
 

Ordinary shares, no par value
(Title of Class of Securities)
B38564108
(CUSIP Number of Class of Securities)

Seward & Kissel LLP
Attention: Keith Billotti, Esq.
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)

With copies to
Euronav NV
De Gerlachekaai 20
2000 Antwerpen
Belgium
Tel: 011-32-3-247-4411
Keith Billotti, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200 (telephone number)
(212) 480-8421 (facsimile number)
 

 

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
 




This Schedule 14D-9 consists of a copy of the press release of Euronav NV (“Euronav”), which is attached hereto as Exhibit 99.1, announcing Euronav’s financial results for the fourth quarter ended December 31, 2023.

     
Exhibit
No.
 
Description
 
   
99.1
 
Important Information
 
The tender offer described in this communication has not yet commenced.  We expect it to consist of two separate offers from CMB NV (“CMB”): (i) an offer for all ordinary shares (the “Securities”) of Euronav conducted in accordance with the laws of Belgium, and (ii) an offer for all Securities held by holders of who are resident in the United States in accordance with applicable U.S. law (the “U.S. Tender Offer”).

This communication is for informational purposes only and is neither a recommendation, an offer to purchase nor a solicitation of an offer to sell any securities of Euronav. This communication does not constitute a formal notification of a public takeover bid within the meaning of the Belgian Law of 1 April 2007 on public takeover bids and the Belgian Royal Decree of 27 April 2007 on public takeover bids. CMB has advised us that full details thereof will be included in the prospectus to be filed with the Belgian Financial Services and Markets Authority.

The U.S. Tender Offer will only be made pursuant to an offer to purchase and related materials.  CMB has advised us that it will file, or cause to be filed, a tender offer statement on Schedule TO with the United States Securities and Exchange Commission (the “SEC”) at the time the U.S. Tender Offer commences. Thereafter, Euronav will file a solicitation/recommendation statement on Schedule 14d-9 with respect to the U.S. Tender Offer.
 
Euronav urges holders of the Securities subject to the U.S. Tender Offer who wish to participate in the U.S. Tender Offer to carefully review the documents relating to the U.S. Tender Offer that CMB will file with the SEC since these documents will contain important information, including the terms and conditions of the U.S. Tender Offer. Euronav also urges these Holders to read the related solicitation/recommendation statement on Schedule 14d-9 that Euronav will file with the SEC relating to the U.S. Tender Offer. You may obtain a free copy of these documents after they have been filed with the SEC, and other documents filed by Euronav and CMB with the SEC, at the SEC’s website at www.sec.gov. In addition to the offer and certain other tender offer documents, as well as the solicitation/recommendation statement, Euronav files reports and other information with the SEC.
 
You should read the filings CMB and Euronav make with the SEC carefully before making a decision concerning the U.S. Tender Offer.

Forward-Looking Statements

Matters discussed in this communication may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbour protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. Euronav desires to take advantage of the safe harbour provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbour legislation. The words "believe", "anticipate", "intends", "estimate", "forecast", "project", "plan", "potential", "may", "should", "expect", "pending" and similar expressions identify forward-looking statements.

The forward-looking statements in this communication are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the risk that the proposed transaction may not be completed, or if it is completed, that it will close in a timely manner, uncertainty surrounding how many of Euronav’s stockholders will tender their shares in the tender offer, the possibility of business disruptions due to transaction-related uncertainty and the response of business partners to the announcement, including customers, the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability, the failure of counterparties to fully perform their contracts with us, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for tanker vessel capacity, changes in our operating expenses, including bunker prices, dry-docking and insurance costs, the market for our vessels, availability of financing and refinancing, charter counterparty performance, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off-hires and other factors. Please see our filings with the United States Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties. 


EXHIBIT 99.1



PRESS RELEASE
 
Regulated information
1 February 2024 – 08.00 am CET
_______________________________________

EURONAV ANNOUNCES FOURTH QUARTER 2023 RESULTS

HIGHLIGHTS



New chapter for Euronav, changes in corporate governance & company structure

Fleet expansion with 4 VLCC’s & 2 Suezmaxes on order since Q4

Q1 2024 spot rates to-date: 46% fixed at 50,430 USD per day for VLCC fleet and 54% fixed at 54,892 USD for Suezmax fleet

ANTWERP, Belgium, 1 February 2024 – Euronav NV (NYSE: EURN & Euronext: EURN) (“Euronav” or the “Company”) reported its non-audited financial results today for the fourth quarter ended 31 December 2023.

Alexander Saverys, CEO of Euronav said: “The fourth quarter of 2023 has been a transformative one for Euronav. A solution for the deadlock with Frontline was found, CMB solidified its position as anchor shareholder and the CMB.TECH transaction was announced. Whilst the acquisition of CMB.TECH would be a very big step in our diversification and decarbonisation strategy, we have also continued to optimise and modernise our fleet with the new orders of 2 Suezmaxes and 2 more VLCC’s, that will be ready to be powered by ammonia, and the sale of the oldest ship in our fleet. We have also concluded the sale and delivery of 23 VLCC’s to Frontline, with only one remaining to be delivered. Euronav is quickly gearing up to become the reference in sustainable shipping.”



PRESS RELEASE
 
Regulated information
1 February 2024 – 08.00 am CET
_______________________________________



Key figures

                       
 
The most important key figures (unaudited) are:
                   
                       
 
(in thousands of USD)
   
Fourth Quarter 2023
 
Fourth Quarter 2022
 
YTD 2023
 
YTD 2022
 
                       
 
Revenue
   
 
270,883
 
 
368,068
 
 
1,237,377
 
 
 
854,669
 
 
 
Other operating income
   
 
3,811
 
 
4,626
 
 
23,316
 
 
 
15,141
 
 
                       
 
Voyage expenses and commissions
   
 
(37,265)
 
 
(45,140)
 
 
(140,937)
 
 
 
(175,187)
 
 
 
Vessel operating expenses
   
 
(57,530)
 
 
(58,534)
 
 
(231,018)
 
 
 
(216,094)
 
 
 
Charter hire expenses
   
 
(2,071)
 
 
(941)
 
 
(4,500)
 
 
 
(5,769)
 
 
 
General and administrative expenses
   
 
(21,983)
 
 
(13,601)
 
 
(62,532)
 
 
 
(51,702)
 
 
 
Net gain (loss) on disposal of tangible assets
   
 
323,327
 
 
62,569
 
 
372,444
 
 
 
95,813
 
 
 
Depreciation
   
 
(49,416)
 
 
(57,554)
 
 
(221,040)
 
 
 
(222,597)
 
 
                       
 
Net finance expenses
   
 
(17,973)
 
 
(23,778)
 
 
(104,698)
 
 
 
(105,869)
 
 
 
Share of profit (loss) of equity accounted investees
   
 
(10)
 
 
94
 
 
(22)
 
 
 
17,650
 
 
 
Result before taxation
   
 
411,773
 
 
 
235,809
 
 
 
868,390
 
 
 
206,055
 
 
                       
 
Tax benefit (expense)
   
 
(886)
 
 
 
(729)
 
 
 
(6,060)
 
 
(2,804)
 
 
Profit (loss) for the period
   
 
410,887
 
 
 
235,079
 
 
 
862,330
 
 
 
203,251
 
 
                       
 
Attributable to: Owners of the Company
   
 
410,887
 
 
 
235,079
 
 
 
862,330
 
 
 
203,251
 
 
                       
                       

                       
 
The contribution to the result is as follows:
                   
                       
 
(in thousands of USD)
   
Fourth Quarter 2023
 
Fourth Quarter 2022
 
YTD 2023
 
YTD 2022
 
                       
 
Tankers
   
 
408,531
 
 
 
232,341
 
 
 
848,901
 
 
 
171,123
 
 
 
FSO
   
 
2,356
 
 
 
2,738
 
 
 
13,429
 
 
 
32,128
 
 
 
Result after taxation
   
 
410,887
 
 
 
235,079
 
 
 
862,330
 
 
 
203,251
 
 
                       
                       

                     
 
Information per share:
                 
                     
 
(in USD per share)
 
Fourth Quarter 2023
 
Fourth Quarter 2022
 
YTD 2023
 
YTD 2022
 
                     
 
Weighted average number of shares (basic) *
 
 
202,035,555
 
 
 
201,747,963
 
 
 
201,901,743
 
 
 
201,747,963
 
 
 
Result after taxation
 
 
2.03
 
 
 
1.17
 
 
 
4.27
 
 
 
1.01
 
 
                     
                     

*
The number of shares issued on 31 December 2023 is 220,024,713. However, the number of shares excluding the owned shares held by Euronav at 31 December 2023 is 202,233,997.



PRESS RELEASE
 
Regulated information
1 February 2024 – 08.00 am CET
_______________________________________


                       
 
EBITDA reconciliation (unaudited):
                   
                       
 
(in thousands of USD)
   
Fourth Quarter 2023
 
Fourth Quarter 2022
 
YTD 2023
 
YTD 2022
 
                       
 
Profit (loss) for the period
   
 
410,887
 
 
 
235,079
 
 
 
862,330
 
 
 
203,251
 
 
 
+ Net interest expenses
   
 
16,553
 
 
 
24,436
 
 
 
104,071
 
 
 
105,777
 
 
 
+ Depreciation of tangible and intangible assets
   
 
49,416
 
 
 
57,554
 
 
 
221,040
 
 
 
222,597
 
 
 
+ Income tax expense (benefit)
   
 
886
 
 
 
729
 
 
 
6,060
 
 
 
2,804
 
 
 
EBITDA (unaudited)
   
 
477,742
 
 
 
317,798
 
 
 
1,193,501
 
 
 
534,429
 
 
                       
 
+ Net interest expenses JV
   
 
 
 
 
 
 
 
 
 
 
(745)
 
 
 
+ Depreciation of tangible and intangible assets JV
   
 
 
 
 
 
 
 
 
 
 
3,149
 
 
 
+ Income tax expense (benefit) JV
   
 
 
 
 
 
 
 
 
 
 
(1,599)
 
 
 
Proportionate EBITDA
   
 
477,742
 
 
 
317,798
 
 
 
1,193,501
 
 
 
535,234
 
 
                       
                       

                       
 
Proportionate EBITDA per share:
                   
                       
 
(in USD per share)
   
Fourth Quarter 2023
 
Fourth Quarter 2022
 
YTD 2023
 
YTD 2022
 
                       
 
Weighted average number of shares (basic)
   
 
202,035,555
 
 
 
201,747,963
 
 
 
201,901,743
 
 
 
201,747,963
 
 
 
Proportionate EBITDA
   
 
2.36
 
 
 
1.58
 
 
 
5.91
 
 
 
2.65
 
 
                       
                       

All figures, except for Proportionate EBITDA, have been prepared under IFRS as adopted by the EU (International Financial Reporting Standards) and have not been audited nor reviewed by the statutory auditor.

For the fourth quarter of 2023, the Company realized a net gain of USD 410.9 million or USD 2.03 per share (fourth quarter 2022: a net gain of 235.1 USD million or USD 1.17 per share). Proportionate EBITDA (a non-IFRS measure) for the same period was USD 477.7 million (fourth quarter 2022: USD 317.8 million).

TCE
The average daily time charter equivalent rates (TCE, a non IFRS-measure) can be summarized as follows:

In USD per day
 
Fourth quarter 2023
Fourth quarter 2022
Full Year 2023
Full Year 2022
VLCC
Average spot rate (in TI Pool)*
41,700
57,400
47,600
27,600
Average time charter rate**
47,500
34,400
48,500
42,900
SUEZMAX
Average spot rate***
42,800
57,800
55,700
31,200
Average time charter rate
30,700
30,400
30,500
30,400

*Euronav owned ships in TI Pool (excluding technical off-hire days)
**Including profit share where applicable
*** Including profit share where applicable (excluding technical off-hire days)


PRESS RELEASE
 
Regulated information
1 February 2024 – 08.00 am CET
_______________________________________



EURONAV TANKER FLEET DEVELOPMENTS

2x new Suezmax time chartered to Valero
The two newbuilding ice classed Suezmax orders at Daehan Shipbuilding have been long term time chartered to Valero. Delivery of these vessels is expected in April/May 2026 when each of the time charter contracts will begin.

Total of 4x new VLCC under construction
Euronav has lifted the option for one more VLCC at Qingdao Beihai shipyard (China) in December and another one in January. Euronav now has four VLCC’s on order at Qingdao Beihai following the ordering of two VLCC’s earlier in the year. The vessels are expected to be delivered in Q4 2026 & Q1 2027 respectively and will be ready to be powered by a dual-fuel diesel-ammonia engine.

Update on vessels sold so far to FRO
So far 23 VLCC’s out of the 24 VLCC’s that were included in the deal, have been sold and delivered to Frontline. The VLCC Camus is expected to be delivered in March. The total capital gain in Q4 amounted to USD 323.3 million, and a capital gain of approximately USD 374.2 million is expected in Q1 2024 (including Camus).

Sale of Oceania
Euronav has sold the ULCC Oceania (2003 - 441,561 DWT). This sale is part of our ongoing fleet optimisation strategy and in response to new regulations such as EEXI (Energy Efficiency Existing Ship Index) which came into force in 2023. This transaction will generate a capital gain of USD 34.8 million in Q1/2024. The Oceania is debt free and was delivered to her new owner on 15 January 2024.

CORPORATE GOVERNANCE DEVELOPMENTS

AGREEMENT WITH THE REFERENCE SHAREHOLDERS
On 9 October 2023 Euronav’s two reference shareholders, CMB NV (“CMB”) and Frontline plc/Famatown Finance Limited (“Frontline”), reached an agreement on a transaction involving the Company that puts an end to uncertainties and risks arising from their entrenched differences over strategy, while offering other shareholders the opportunity to realise substantial cash value for their investment or remain as shareholders of the Company under the new strategy.

The transaction comprises three interdependent agreements, under the terms of which:


CMB acquired Frontline’s 26.12% stake in the Company for $18.43 per share;


Frontline acquired 24 VLCC tankers from the Euronav fleet for $2.35 billion (the “Vessel Sale”);


The Company’s pending arbitration action against Frontline and affiliates has been settled.


PRESS RELEASE
 
Regulated information
1 February 2024 – 08.00 am CET
_______________________________________



Following its acquisition of Euronav shares from Frontline, CMB now owns more than 53% of the Company. In compliance with Belgian market rules, CMB will launch a mandatory takeover offer (“the Offer”) for all outstanding shares in Company, at a price of USD 17.86 per share paid in cash, i.e. USD 18.43 per share less USD 0.57 dividend per share.

The transaction details and more information on the mandatory takeover offer can be found in the press release we announced on 9 October 2023 (https://www.euronav.com/investors/company-news-reports/press-releases/2023/agreement-between-reference-shareholders/).

NEW MANAGEMENT & SUPERVISORY BOARD
Grace Reksten Skaugen, John Fredriksen, Cato H. Stonex and Ole Henrik Bjørge resigned from the Supervisory Board after the share sale took effect, to allow a new Supervisory Board to steer the company towards its new strategy. Julie De Nul, Patrick De Brabandere and Marc Saverys consequently decided to co-opt Catharina Scheers, Patrick Molis & Bjarte Bøe within the Supervisory Board upon recommendation of the Corporate Governance & Nomination committee.

The new Supervisory Board and its committees now consist of the following members:

Supervisory board
Audit & Risk
Committee
Sustainability
committee
Remuneration
committee
Corporate governance and
nomination committee
Marc Saverys (non-independent - chair)
       
Patrick De Brabandere* (non-independent)
Chair
 
Member
-
Bjarte Bøe (non-independent)
 
Member
 
Member
Julie De Nul (independent)
   
Chair
Member
Catharina Scheers (independent)
Member
Chair
Member
 
Patrick Molis (independent)
Member
   
Chair
*acting as permanent representative of DEBEMAR BV, as from 1/1/2024

The Supervisory Board unanimously decided to appoint following Management Board members upon recommendation of the Corporate Governance & Nomination committee:
-
Alexander Saverys (Chief Executive Officer)
-
Ludovic Saverys (Chief Financial Officer)
-
Michael Saverys (Chief Chartering Officer)
-
Maxime van Eecke (Chief Commercial Officer)
-
Benoit Timmermans (Chief Strategy Officer)

More information and all the biographies can be found on our website.

Capital Markets Day
On 12 January 2024, Euronav held a Capital Markets Day together with CMB.TECH in light of the proposed transaction that was announced in December and requires approval of the shareholders during an SGM on 7 February. During the Webinar, the Management Board, together with other members of the management gave their insights on what the transaction would entail, the new strategy & the various business units. The presentation, recording and transcript can be found on our website: https://www.euronav.com/investors/legal-information/sgm/2024/



PRESS RELEASE
 
Regulated information
1 February 2024 – 08.00 am CET
_______________________________________


SGM
Euronav will organize a Special General Meeting on the 7th of February to vote on the proposed transaction in which Euronav would acquire CMB.TECH. The convening notice and the other documents related to this meeting are available on the company’s website https://www.euronav.com/investors/legal-information/sgm/2024/ The practical formalities for participation in this meeting are described in the convening notice.

Future Company name
Given the Company’s strong focus on decarbonization following implementation of its new strategy and the Transaction, Euronav intends to propose to its shareholders to change its corporate name to CMB.TECH following completion of the Transaction and the Offer. It envisages to keep the “Euronav” name as the brand name for its tanker division.

Expected Timeline:

7 February 2024: SGM


8 February 2024: Closing of the Transaction


Mid-February 2024 Targeted approval date of MTO Prospectus / CMB launches mandatory offer (MTO) for Euronav


Mid-March 2024 Targeted close of acceptance period for MTO

TRANSFER FAST
Euronav is pleased to announce a new chapter in the evolution of the FAST platform. In a strategic move to enhance capabilities and ensure continued growth, Euronav is transferring the FAST platform to ZeroNorth.

TANKER MARKET & OUTLOOK
Some context is required when assessing the dynamics of the large crude tanker market during Q4 and the associated freight rates. Heightened geopolitical tensions, longer ton miles and more oil on the water in transit provided a very supportive background during the quarter. These factors are supported by robust industry fundamentals regarding vessel supply, global fleet age and positive year on year growth for crude consumption.

Crude oil demand & supply
In January 2024, The International Energy Agency (IEA) increased its estimates of world oil supply, raising it by 1.5 million barrel per day (mb/d) to a new high of 103.5 mb/d, fuelled by record-setting output from the US, Brazil, Guyana and Canada. Non-OPEC+ production will dominate growth this year, accounting for close to 1.5 mb/d.

Global demand is forecast to be at an all-time high and growing in 2024, but at a slower pace. Increases in global oil demand are set to halve from 2.3 mb/d in 2023 to 1.3 mb/d in 2024, with the post-Covid recovery all but complete, GDP growth below trend in major economies, and as energy efficiency improvements and electrification of the vehicle fleet curb oil use. (source: IEA) According to Morgan Stanley, China and India remain key demand drivers for 2024 (58% of the consensus growth 2023/24) - with petrochemicals and aviation as key sectoral drivers (84% of the consensus growth 2023/24). Supply is forecast to slightly outweigh demand resulting in modest inventory builds in 2024.


PRESS RELEASE
 
Regulated information
1 February 2024 – 08.00 am CET
_______________________________________


Rising geopolitical tensions in the Middle East, which accounts for one-third of the world’s seaborne oil trade, has increased market volatility at the start of 2024. While oil production has not been impacted, a rising number of ship owners are diverting cargoes away from the Red Sea. According to IMF Portwatch, ships transiting the Suez Canal have fallen by 40% (full year 2023 versus week of January 12, 2024), with a commensurate increase in voyages around Cape of Good Hope. In 2023, roughly 10% of the world’s seaborne oil trade, or around 7.2 mb/d of crude and oil products passed through this major trade route. The tight tanker supply-demand rate means that a small marginal tanker supply disruption could lead to high freight rate volatility. (source: Morgan Stanley, IEA)

Maritime crude oil trading patterns are further impacted by the US temporarily lifting the sanctions on oil from Venezuela (October 18, 2023 until April 18, 2024). According to Clarksons, this could be very beneficial for tanker operators if this leads to increased exports to the US and Europe. Currently, as a result of these sanctions, crude export from Venezuela was transported through the so-called dark fleet. Now that sanctions have been lifted it is expected that these barrels will be transported by conventional fleet. Pool operator Tankers International also believes this could have a positive impact for VLCC’s. The IEA assumes that Venezuela and Iran will be able to even grow their export if more international sanctions are gradually lifted/eased.

Vessel Supply
The Order Book / Fleet (OB/F) ratio for the crude tanker segments remains favourable and far below historic ratios. In January 2024, the ratio stands at 2.6% for VLCC (OB/F average since 1996 is 18.6%) and 10.1% for Suezmax (OB/F average since 1996 is 20.9%). In addition, over a period of 23 years, both the VLCC and the Suezmax fleet has never had a higher average fleet age as today (11.51 years for VLCC, 11.77 years for Suezmax). (Source: Clarksons)
Freight rates
Rates in the crude tanker segment remain firm. Atlantic Basin production and exports (US and Brazil) are expected to increase, and the concerns regarding the Red Sea turmoil and whether there will be sufficient supply of crude tankers also contributes. In addition, global oil production is expected to increase by to 103.5 mb/d, though there could be risk to the downside should OPEC further prolong and/or deepen planned production cuts.
So far in the first quarter, Euronav VLCCs in the Tankers International Pool have earned USD 50,430  per day with 46% of the available days fixed. Euronav’s Suezmax fleet trading on the spot market has earned USD 54,892  per day on average with 54% of the available days fixed.

DISTRIBUTION TO SHAREHOLDERS
We will not distribute a dividend for Q4 2023.




PRESS RELEASE
 
Regulated information
1 February 2024 – 08.00 am CET
_______________________________________



CONFERENCE CALL
The Q4 Earnings call will be a videocall with an accompanying slideshow. Details of this conference call can be found below and on the “Investor Relations” page of the Euronav website at https://www.euronav.com/investors/company-news-reports/conference-call/

The presentation for the earnings call will be available here: https://www.euronav.com/investors/company-news-reports/presentations/2024/

Webcast Information
 
Event Type: 
Webcast with user-controlled slide presentation
Event Date:
1 February 2024
Event Time:
14:00 CET
Event Title: 
“Q4 Earnings call”
Event Site/URL:  
Register here

The recording and a transcript of the call will be uploaded onto our website in our investor section https://www.euronav.com/investors/



PRESS RELEASE
 
Regulated information
1 February 2024 – 08.00 am CET
_______________________________________


Contact:
Communications Coordinator – Enya Derkinderen Tel: +32 476646359
Email: communications@euronav.com


Special General Meeting – 7 February 2024
About Euronav NV
Euronav is an independent tanker company engaged in the ocean transportation and storage of crude oil. The company is headquartered in Antwerp, Belgium, and has offices throughout Europe and Asia. Euronav is listed on Euronext Brussels and on the NYSE under the symbol EURN. Euronav employs its fleet both on the spot and period market. VLCCs on the spot market are traded in the Tankers International pool of which Euronav is one of the major partners. Euronav’s owned and operated fleet consists of 1 V-Plus vessel, 20 VLCCs (with a further four under construction), 21 Suezmaxes (with a further five under construction) and 2 FSO vessels.


Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbour protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The Company desires to take advantage of the safe harbour provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbour legislation. The words "believe", "anticipate", "intends", "estimate", "forecast", "project", "plan", "potential", "may", "should", "expect", "pending" and similar expressions identify forward-looking statements.

The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the failure of counterparties to fully perform their contracts with us, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for tanker vessel capacity, changes in our operating expenses, including bunker prices, dry-docking and insurance costs, the market for our vessels, availability of financing and refinancing, charter counterparty performance, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off-hires and other factors. Please see our filings with the United States Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties.




PRESS RELEASE
 
Regulated information
1 February 2024 – 08.00 am CET
_______________________________________


Condensed consolidated statement of financial position (unaudited)
(in thousands of USD)

             
     
December 31, 2023
   
December 31, 2022
ASSETS
           
             
Non-current assets
           
Vessels
   
1,629,570
   
3,057,933
Assets under construction
   
106,513
   
228,429
Right-of-use assets
   
3,691
   
21,493
Other tangible assets
   
644
   
762
Intangible assets
   
14,194
   
15,746
Receivables
   
2,888
   
34,825
Investments in equity accounted investees
   
1,423
   
1,423
Deferred tax assets
   
280
   
1,403
             
Total non-current assets
   
1,759,203
   
3,362,014
             
Non-current assets held for sale
   
871,876
   
18,459
             
Current assets
           
Bunker inventory
   
22,511
   
41,643
Trade and other receivables
   
307,988
   
366,789
Current tax assets
   
817
   
239
Cash and cash equivalents
   
429,370
   
179,929
             
Total current assets
   
760,686
   
588,600
             
TOTAL ASSETS
   
3,391,765
   
3,969,073
             
             
EQUITY and LIABILITIES
           
             
Equity
           
Share capital
   
239,148
   
239,148
Share premium
   
1,466,529
   
1,678,336
Translation reserve
   
234
   
(24)
Hedging reserve
   
1,140
   
33,053
Treasury shares
   
(157,595)
   
(163,024)
Retained earnings
   
812,219
   
385,976
             
Equity attributable to owners of the Company
   
2,361,675
   
2,173,465
             
Non-current liabilities
           
Bank loans
   
362,235
   
1,264,243
Other notes
   
198,219
   
197,556
Other borrowings
   
71,248
   
71,011
Lease liabilities
   
3,363
   
5,824
Other payables
   
146
   
404
Employee benefits
   
1,669
   
1,635
Provisions
   
274
   
597
             
Total non-current liabilities
   
637,154
   
1,541,270
             
Current liabilities
           
Trade and other payables
   
121,472
   
90,469
Current tax liabilities
   
4,768
   
5,927
Bank loans
   
166,124
   
68,941
Other notes
   
3,733
   
Other borrowings
   
92,298
   
65,851
Lease liabilities
   
4,217
   
22,855
Provisions
   
324
   
295
             
Total current liabilities
   
392,936
   
254,338
             
TOTAL EQUITY and LIABILITIES
   
3,391,765
   
3,969,073
             
             




PRESS RELEASE
 
Regulated information
1 February 2024 – 08.00 am CET
_______________________________________


Condensed consolidated statement of profit or loss (unaudited)
(in thousands of USD except per share amounts)

             
     
2023
   
2022
     
Jan. 1 - Dec. 31, 2023
   
Jan. 1 - Dec. 31, 2022
Shipping income
           
Revenue
   
1,237,377
   
854,669
Gains on disposal of vessels/other tangible assets
   
372,444
   
96,160
Other operating income
   
23,316
   
15,141
Total shipping income
   
1,633,137
   
965,970
             
Operating expenses
           
Voyage expenses and commissions
   
(140,937)
   
(175,187)
Vessel operating expenses
   
(231,018)
   
(216,094)
Charter hire expenses
   
(4,500)
   
(5,769)
Loss on disposal of vessels/other tangible assets
   
   
(347)
Depreciation tangible assets
   
(219,428)
   
(221,576)
Depreciation intangible assets
   
(1,612)
   
(1,021)
General and administrative expenses
   
(62,532)
   
(51,702)
Total operating expenses
   
(660,027)
   
(671,696)
             
RESULT FROM OPERATING ACTIVITIES
   
973,110
   
294,274
             
Finance income
   
67,168
   
27,140
Finance expenses
   
(171,866)
   
(133,009)
Net finance expenses
   
(104,698)
   
(105,869)
             
Share of profit (loss) of equity accounted investees (net of income tax)
   
(22)
   
17,650
             
PROFIT (LOSS) BEFORE INCOME TAX
   
868,390
   
206,055
             
Income tax benefit (expense)
   
(6,060)
   
(2,804)
             
PROFIT (LOSS) FOR THE PERIOD
   
862,330
   
203,251
             
Attributable to:
           
Owners of the company
   
862,330
   
203,251
             
Basic earnings per share
   
4.27
   
1.01
Diluted earnings per share
   
4.27
   
1.01
             
Weighted average number of shares (basic)
   
201,901,743
   
201,747,963
Weighted average number of shares (diluted)
   
201,901,743
   
201,994,217
             
             
             



PRESS RELEASE
 
Regulated information
1 February 2024 – 08.00 am CET
_______________________________________


Condensed consolidated statement of comprehensive income (unaudited)
(in thousands of USD)

             
     
2023
   
2022
     
Jan. 1 - Dec. 31, 2023
   
Jan. 1 - Dec. 31, 2022
             
Profit/(loss) for the period
   
862,330
   
203,251
             
Other comprehensive income (expense), net of tax
           
Items that will never be reclassified to profit or loss:
           
Remeasurements of the defined benefit liability (asset)
   
(116)
   
942
             
Items that are or may be reclassified to profit or loss:
           
Foreign currency translation differences
   
258
   
(477)
Cash flow hedges - effective portion of changes in fair value
   
(31,913)
   
30,657
Equity-accounted investees - share of other comprehensive income
   
   
159
             
Other comprehensive income (expense), net of tax
   
(31,771)
   
31,281
             
Total comprehensive income (expense) for the period
   
830,559
   
234,532
             
Attributable to:
           
Owners of the company
   
830,559
   
234,532
             
             



PRESS RELEASE
 
Regulated information
1 February 2024 – 08.00 am CET
_______________________________________


Condensed consolidated statement of changes in equity (unaudited)
(in thousands of USD)

 
Share capital
Share premium
Translation reserve
Hedging reserve
Treasury shares
Retained earnings
Total equity
               
Balance at January 1, 2022
239,148
1,702,549
453
2,396
(164,104)
180,140
1,960,582
               
Profit (loss) for the period
203,251
203,251
Total other comprehensive income (expense)
(477)
30,657
1,101
31,281
Total comprehensive income (expense)
(477)
30,657
204,352
234,532
               
Transactions with owners of the company
             
Dividends to equity holders
(24,213)
(24,213)
Treasury shares delivered in respect of share-based payment plans
1,080
1,080
Equity-settled share-based payment
1,484
1,484
Total transactions with owners
(24,213)
1,080
1,484
(21,649)
               
Balance at December 31, 2022
239,148
1,678,336
(24)
33,053
(163,024)
385,976
2,173,465
               
               
               
 
Share capital
Share premium
Translation reserve
Hedging reserve
Treasury shares
Retained earnings
Total equity
               
Balance at January 1, 2023
239,148
1,678,336
(24)
33,053
(163,024)
385,976
2,173,465
               
Profit (loss) for the period
862,330
862,330
Total other comprehensive income (expense)
258
(31,913)
(116)
(31,771)
Total comprehensive income (expense)
258
(31,913)
862,214
830,559
               
Transactions with owners of the company
             
Dividends to equity holders
(211,807)
(434,487)
(646,294)
Treasury shares delivered in respect of share-based payment plans
5,429
5,429
Equity-settled share-based payment
(1,484)
(1,484)
Total transactions with owners
(211,807)
5,429
(435,971)
(642,349)
               
Balance at December 31, 2023
239,148
1,466,529
234
1,140
(157,595)
812,219
2,361,675
               
               
 





PRESS RELEASE
 
Regulated information
1 February 2024 – 08.00 am CET
_______________________________________



Condensed consolidated statement of cash flows (unaudited)
(in thousands of USD)

             
     
2023
   
2022
     
Jan. 1 - Dec. 31, 2023
   
Jan. 1 - Dec. 31, 2022
Cash flows from operating activities
           
Profit (loss) for the period
   
862,330
   
203,251
             
Adjustments for:
   
(40,918)
   
217,545
Depreciation of tangible assets
   
219,428
   
221,576
Depreciation of intangible assets
   
1,612
   
1,021
Provisions
   
(295)
   
(262)
Income tax (benefits)/expenses
   
6,060
   
2,804
Share of profit of equity-accounted investees, net of tax
   
22
   
(17,650)
Net finance expense
   
104,699
   
105,869
(Gain)/loss on disposal of assets
   
(372,444)
   
(95,813)
             
Changes in working capital requirements
   
102,463
   
(82,727)
Change in cash guarantees
   
12,234
   
570
Change in inventory
   
19,132
   
27,391
Change in receivables from contracts with customers
   
43,137
   
(105,538)
Change in accrued income
   
(3,248)
   
(2,941)
Change in deferred charges
   
2,096
   
1,263
Change in other receivables
   
1,148
   
(4,600)
Change in trade payables
   
17,336
   
(1,316)
Change in accrued payroll
   
603
   
(39)
Change in accrued expenses
   
7,248
   
(2,808)
Change in deferred income
   
(1,291)
   
9,998
Change in other payables
   
263
   
(2,113)
Change in provisions for employee benefits
   
3,805
   
(2,594)
             
Income taxes paid during the period
   
(6,674)
   
2,761
Interest paid
   
(130,375)
   
(99,744)
Interest received
   
50,556
   
11,446
Dividends received from equity-accounted investees
   
   
3,021
             
Net cash from (used in) operating activities
   
837,382
   
255,553
             
Acquisition of vessels and vessels under construction
   
(337,195)
   
(523,494)
Proceeds from the sale of vessels
   
1,206,636
   
356,730
Acquisition of other tangible assets
   
(1,407)
   
(164)
Acquisition of intangible assets
   
(60)
   
(16,582)
Payments received from loans to related parties
   
   
32,844
Repayment of loans from related parties
   
   
(10,215)
Lease payments received from finance leases
   
1,706
   
2,036
             
Net cash from (used in) investing activities
   
869,680
   
(158,845)
             
(Purchase of) Proceeds from sale of treasury shares
   
   
1,080
Proceeds from new borrowings
   
2,694,127
   
1,270,295
Repayment of borrowings
   
(2,933,724)
   
(976,670)
Repayment of lease liabilities
   
(21,942)
   
(25,527)
Repayment of commercial paper
   
(458,272)
   
(279,314)
Repayment of sale and leaseback
   
(96,006)
   
(22,667)
Transaction costs related to issue of loans and borrowings
   
(14,530)
   
(5,871)
Dividends paid
   
(630,540)
   
(24,221)
             
Net cash from (used in) financing activities
   
(1,460,887)
   
(62,895)
             
             
Net increase (decrease) in cash and cash equivalents
   
246,175
   
33,813
             
Net cash and cash equivalents at the beginning of the period
   
179,929
   
152,528
Effect of changes in exchange rates
   
3,266
   
(6,412)
             
Net cash and cash equivalents at the end of the period
   
429,370
   
179,929
             
of which restricted cash
   
   
             
             



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