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: x

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. 5 (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, (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 the Company, Parent and (iv) 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”), dated as of June 9, 2021, by and between the Company and Merger Sub and (3) the Rollover Agreement, dated as of February 21, 2021, 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. Pursuant to the Merger Agreement and the Statutory Merger Agreement, Merger Sub was merged with and into the Company (the “Merger”), with the Company as the surviving company in the Merger. As a result of the Merger, Merger Sub ceased to exist as an independent entity and, therefore, is no longer a Filing Person.

This final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is subject to the Transaction Statement. All information in this final Amendment should be read in conjunction with the information contained or incorporated by reference in the Transaction Statement, as amended to date.

All information concerning the Company contained in, or incorporated by reference into, this Transaction Statement was supplied by the Company. Similarly, all information concerning each Filing Person contained in, or incorporated by reference into, this Transaction Statement was supplied by such Filing Person. No Filing Person is responsible for the accuracy of any information supplied by any other Filing Person.

ITEM 15. ADDITIONAL INFORMATION

On June 4, 2021, at 9:30 a.m. Bermuda time (8:30 a.m. Eastern Time), a special general meeting of the shareholders of the Company was held exclusively online via live webcast, with shareholders of the Company attending virtually. At the special general meeting, the Company’s shareholders voted on whether to approve (a) the Merger Agreement, (b) the Statutory Merger Agreement and (c) and the Merger, on the terms and subject to the conditions set forth in the Merger Agreement and Statutory Merger Agreement (the “Merger Proposal”). The Merger Proposal was approved at the special general meeting by (i) the holders of a majority of the voting power of the Company’s common shares, par value $0.01 per share (the “Company Common Shares”), and the Company’s 8.75% Series A Cumulative Redeemable Perpetual Preference Shares, par value $0.01 per share (the “Company Preference Shares”), entitled to vote thereon, voting together as a single class (and with each Company Preference Share carrying a single vote) and (ii) the holders of a majority of the Public Shareholders (as defined in the Merger Agreement), that were present (whether in person or by proxy) at the special general meeting.

On June 9, 2021, the Company completed the Merger, upon which the separate corporate existence of Merger Sub ceased, with the Company as the surviving company in the Merger. The Merger became effective at 9:00 a.m. Bermuda time (8:00 a.m. Eastern Time) on June 9, 2021 (the “Effective Time”) pursuant to the certificate of merger that was issued by the Registrar of Companies in Bermuda on such date.

At the Effective Time, each Company Common Share that was issued and outstanding immediately prior to the Effective Time (other than shares that, as of immediately prior to the Effective Time, are held by (a) the Rolling Shareholders (as defined in the Merger Agreement), (b) any direct or indirect wholly owned subsidiary of the Company or (c) the Company as treasury shares) was converted into the right to receive $5.80 in cash, without interest, for each Company Common Share.

Additionally, at the Effective Time, each common share of Merger Sub that was issued and outstanding immediately prior to the Effective Time was converted into and became a number of surviving company common shares equal to (a) the number of Company Common Shares outstanding immediately prior to the Effective Time (other than hook shares and rollover shares) divided by (b) the number of Merger Sub shares issued and outstanding as of immediately prior to the Effective Time. At the Effective Time, the Company Preference Shares issued and outstanding immediately prior to the Effective Time remained issued and outstanding and converted automatically into preference shares of the surviving company entitled to the same dividend and other relative rights, preferences, limitations and restrictions as were provided by the certificate of designations of the Company Preference Shares, which certificate of designations remains in full force and effect as an obligation of the surviving company in accordance with the Company Act of 1981 of Bermuda.

On June 9, 2021, in connection with the completion of the Merger, the Company notified the New York Stock Exchange (“NYSE”) of the completion of the Merger and requested that trading in the Company Common Shares be suspended and that the Company Common Shares be withdrawn from listing on the NYSE. The Company also requested that the NYSE file a notification of removal from listing on Form 25 with the SEC with respect to the Company Common Shares to report the delisting of the Company Common Shares from the NYSE. The Company intends to file with the SEC a certificate and notice of termination on Form 15 with respect to the Company Common Shares, requesting that the Company Common Shares be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the issuer’s reporting obligations with respect to the Company Common Shares under Sections 13 and 15(d) of the Exchange Act be suspended. The Company Preference Shares remain outstanding and continue to trade on the NYSE.

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: June 9, 2021

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