GLOG GasLog Ltd

G37585109

(CUSIP Number of Class of Securities)

With a copy to:

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨

Check the following box if the filing is a final amendment reporting the results of the transaction: ¨

Calculation of Filing Fee

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

INTRODUCTION

This Amendment No. 4 (this “Amendment”) amends and supplements the Rule 13E-3 Transaction Statement on Schedule 13E-3 initially filed with the Securities and Exchange Commission (“SEC”) on March 29, 2021, as amended and supplemented and together with the exhibits thereto (the “Schedule 13E-3” or the “Transaction Statement”), by: (i) GasLog Ltd., a Bermuda exempted company (the “Company”), (ii) GEPIF III Crown Bidco L.P., a Cayman Islands exempted limited partnership (“Parent”), (iii) GEPIF III Crown MergerCo Limited, a Bermuda exempted company and a wholly owned subsidiary of Parent (“Merger Sub”), (iv) Global Energy & Power Infrastructure Fund III, L.P., a Cayman Islands exempted limited partnership (“GEPIF III”), (v) Blenheim Holdings Ltd., a Bermuda exempted company (“Blenheim Holdings”), (vi) Blenheim Special Investments Holding Ltd., a Bermuda exempted company (“Blenheim Special Investments”), (vii) Ceres Shipping Ltd., a Bermuda exempted company, (viii) Peter G. Livanos and (ix) Olympic LNG Investments Ltd., a Bermuda exempted company (“Olympic”) (each of (i) through (ix) a “Filing Person”, and collectively, the “Filing Persons”).

This Transaction Statement relates to (1) the Agreement and Plan of Merger, dated as of February 21, 2021 (subsequently amended on April 20, 2021 and as it may be further amended from time to time, the “Merger Agreement”), by and among the Company, Parent and Merger Sub, (2) the related Statutory Merger Agreement contemplated by the Merger Agreement (the “Statutory Merger Agreement”), to be entered into by the Company and Merger Sub and (3) the Rollover Agreement, dated as of February 21, 2021 (the “Rollover Agreement”), by and among Parent, the Company, Blenheim Holdings, Olympic, Blenheim Special Investments, Falconera Navigation Inc., Chiara Holdings S de R.L., Maple Tree Holdings Ltd., Ash Tree SA, Acer Tree Ltd., Thatcher Investments Limited, Eleanor Investments Holdings Limited, Nelson Equity Limited and JP Jones Holdings Limited (such persons, other than Parent and the Company, the “Rolling Shareholders”). Pursuant to, and subject to the terms and conditions of, the Merger Agreement and the Statutory Merger Agreement, if each of the conditions to closing set forth in the Merger Agreement are either satisfied or, to the extent permitted, waived, Merger Sub will be merged with and into the Company (the “Merger”), with the Company as the surviving company in the merger.

On April 23, 2021, and May 18, 2021, counsel for the Company received letters (collectively, the “Demand Letters”) from counsel for a purported shareholder of the Company alleging that the Transaction Statement omitted material information with respect to the Merger, and demanding that the Company provide supplemental disclosures in an amendment or supplement to the Proxy Statement (as defined below). As of the date of this Amendment, no complaint has been filed with respect to the Demand Letters.

The Company believes that the allegations in the Demand Letters are without merit and that supplemental disclosures are not required or necessary under applicable laws. However, in order to avoid the risk of litigation relating to the allegations in the Demand Letters and to minimize the costs, risks and uncertainties inherent in defending any such litigation, and without admitting any liability or wrongdoing, the Company is voluntarily supplementing the Proxy Statement as described in this Amendment. The Company believes that the supplemental disclosures contained in this Amendment are immaterial. The purported shareholder on whose behalf the Demand Letters were sent has agreed that, following the filing of this Amendment, he will consider his claims mooted and refrain from filing any action related to the allegations in the Demand Letters.

All capitalized terms used in this Amendment and not otherwise defined have the meanings ascribed to such terms in the Transaction Statement, including the definitive proxy statement dated May 3, 2021 (the “Proxy Statement”) attached as Exhibit (a)(1) to the Transaction Statement. This Amendment does not restate the Transaction Statement in its entirety, and the amended and supplemental disclosures contained herein should be read in conjunction with the Transaction Statement, including the Proxy Statement. In addition, these supplemental disclosures will not affect the consideration to be received by the holders of common shares of the Company in the Merger or the timing of the special general meeting of shareholders of the Company, scheduled for June 4, 2021 at 9:30 a.m. Bermuda Time, as described further in the Proxy Statement.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

The information set forth in the Proxy Statement under the caption “Special Factors—Background of the Merger” is hereby amended and supplemented as follows:

The non-disclosure agreements entered into by the Company with GEPIF and four other potential counterparties identified below contained customary standstill provisions, including provisions permitting confidential requests to the special committee to amend or waive such customary standstill provisions.

On February 3, 2021, the special committee held a video conference meeting with representatives of Cravath, Evercore and management to discuss the markups of the transaction agreements received from each of GEPIF and Party A. Messrs. Livanos and Papadimitriou, each in his capacity as representatives of Blenheim Holdings and Olympic, respectively, attended the beginning of the meeting to provide their views with respect to the markups of the shareholders agreement (including Annex A thereof setting forth certain consent rights to be held by the potential counterparty post-closing with respect to the operation of the Company) submitted by each of GEPIF and Party A. In particular, Messrs. Livanos and Papadimitriou expressed their views that neither markup from GEPIF or Party A contemplated a post-closing governance structure that would be acceptable to Blenheim Holdings or Olympic, and reiterated their position that neither Blenheim Holdings nor Olympic would support any transaction in which the counterparty would not be a long-term minority investor in the Company with general operational control remaining with the majority shareholders. In particular, Messrs. Livanos and Papadimitriou noted that the markup from both GEPIF and Party A contemplated broad consent rights for the counterparty with respect to the operation of the Company post-closing and requested that the special committee and its advisors relay the same message to each of GEPIF and Party A that Blenheim Holdings and Olympic would only support a transaction in which the post-closing governance arrangements more closely resembled the framework contemplated by the auction draft of the shareholders agreement (including Annex A thereof), which framework provided for general operational control remaining with the majority shareholders. Following the departure of Messrs. Livanos and Papadimitriou from the meeting, the special committee discussed with representatives of Cravath, Evercore and management that in light of the fact that there could be no actionable transaction without the support of Blenheim Holdings and Olympic, it would be appropriate for the special committee to deliver the same message to both GEPIF and Party A with respect to the foregoing, and directed each of Cravath and Evercore to do so.

Later that day on February 3, 2021, representatives of Cravath participated in separate telephonic meetings with each of Simpson, on behalf of GEPIF, and outside legal counsel to Party A, on behalf of Party A, and representatives of Evercore participated in separate telephonic meetings with representatives of each of GEPIF and Party A, to relay the same message to each party. Representatives of GEPIF indicated that GEPIF was not seeking operational control of the Company and they expected to be able to reach a mutually acceptable agreement with respect to post-closing governance, including with respect to minority consent rights. Representatives of Party A indicated that Party A would need to be actively involved in operation of the Company and expected equality of participation in governance matters. Following such telephonic meetings, later that evening on February 3, 2021, representatives of Party A notified Evercore that Party A would no longer be participating in the process for a potential transaction, and Evercore notified members of the special committee, Cravath and management.

The information set forth in the Proxy Statement under the caption “Special Factors—Opinion of Evercore—Financial Advisor to the Special Committee” is hereby amended and supplemented as follows:

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

The information set forth in the Proxy Statement under the caption “Special Factors—Background of the Merger” is hereby amended and supplemented as provided in Item 5 above.

ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS

The information set forth in the Proxy Statement under the captions “Special Factors—Background of the Merger” and “Special Factors—Opinion of Evercore—Financial Advisor to the Special Committee” are hereby amended and supplemented as provided in Item 5 above.

ITEM 8. FAIRNESS OF THE TRANSACTION

The information set forth in the Proxy Statement under the captions “Special Factors—Background of the Merger” and “Special Factors—Opinion of Evercore—Financial Advisor to the Special Committee” are hereby amended and supplemented as provided in Item 5 above.

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS

The information set forth in the Proxy Statement under the captions “Special Factors—Background of the Merger” and “Special Factors—Opinion of Evercore—Financial Advisor to the Special Committee” are hereby amended and supplemented as provided in Item 5 above.

The information set forth in the Proxy Statement under the caption “Special Factors—Certain Financial Information” is hereby amended and supplemented as follows:

ITEM 12. The Solicitation or Recommendation

The information set forth in the Proxy Statement under the caption “Special Factors—Background of the Merger” is hereby amended and supplemented as provided in Item 5 above.

ITEM 14. Persons/Assets Retained, Employed, Compensated or Used

The information set forth in the Proxy Statement under the captions “Special Factors—Background of the Merger” and “Special Factors—Opinion of Evercore—Financial Advisor to the Special Committee” are hereby amended and supplemented as provided in Item 5 above.

ITEM 15. ADDITIONAL INFORMATION

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.

Dated: May 28, 2021

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