DEFM14A 1 defm14a_twelveseas.htm

SCHEDULE 14A

(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Under Rule 14a-12

TWELVE SEAS INVESTMENT COMPANY

(Name of Registrant as Specified in Its Charter)

___________________________________________________________

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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November 22, 2019

TWELVE SEAS INVESTMENT COMPANY
135 East 57
th Street, 18th Floor
New York, New York 10022

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON DECEMBER 17, 2019

TO THE SHAREHOLDERS OF TWELVE SEAS INVESTMENT COMPANY:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Twelve Seas Investment Company, a Cayman Islands exempted company (“Twelve Seas”), will be held at 10:00 a.m. Eastern Time, on December 17, 2019, at the offices of Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, NY 10105. You are cordially invited to attend the meeting, which will be held for the following purposes:

(1)    to consider and vote upon a proposal to approve the Business Combination Agreement, dated as of April 15, 2019 (the “Business Combination Agreement”), by and among Twelve Seas, Brooge Holdings Limited, a Cayman Islands exempted company (“Pubco”), Brooge Merger Sub Limited, a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Merger Sub”), Brooge Petroleum And Gas Investment Company FZE, a company formed under the laws of the Fujairah Free Zone, UAE (“BPGIC”) and the shareholder of BPGIC who has become a party thereto (the “Seller”), which, among other things, provides for (a) the Merger of Twelve Seas with Merger Sub, with Twelve Seas surviving the Merger and the shareholders of Twelve Seas becoming shareholders of Pubco, which will become a new public company, and (b) upon the effectiveness of such Merger, the exchange of 100% of the outstanding ordinary shares of BPGIC by the shareholder of BPGIC for Ordinary Shares of Pubco and (c) adoption of the amended and restated memorandum and articles of association, and to approve the Business Combination contemplated by such agreement — we refer to this proposal as the “Business Combination Proposal” and a copy of the Business Combination Agreement and a copy of the amended and restated memorandum and articles of association of Pubco are attached to the accompanying proxy statement/prospectus as Annex A and Annex B, respectively;

(2)    to consider and vote upon a proposal to approve the Merger of Twelve Seas with Merger Sub — we refer to this proposal as the “Merger Proposal”;

(3)    to approve, for purposes of complying with applicable NASDAQ Stock Market LLC listing rules, the issuance of more than 20% of Twelve Seas’ issued and outstanding ordinary shares in financing transactions in connection with the proposed Business Combination — we refer to this as the “Share Issuance Proposal”; and

(4)    to consider and vote upon a proposal to adjourn the meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the meeting, Twelve Seas is not authorized to consummate the Business Combination — we refer to this proposal as the “Adjournment Proposal.”

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of Twelve Seas ordinary shares at the close of business on November 15, 2019 are entitled to notice of the meeting and to vote and have their votes counted at the meeting and any adjournments of the meeting.

After careful consideration, Twelve Seas’ board of directors has determined that the Business Combination Proposal, the Merger Proposal, the Share Issuance Proposal and the Adjournment Proposal are fair to and in the best interests of Twelve Seas and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the Share Issuance Proposal and “FOR” the Adjournment Proposal, if presented.

 

Under the Business Combination Agreement, the approvals of the Business Combination Proposal and the Merger Proposal are conditions to the consummation of the Business Combination. If the Business Combination Proposal or the Merger Proposal are not approved by Twelve Seas’ shareholders, the Business Combination will not be consummated. The approval of the Business Combination Proposal is a condition to the submission of the other proposals included herein for shareholder approval.

All Twelve Seas shareholders are cordially invited to attend the meeting in person. To ensure your representation at the meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a shareholder of record of ordinary shares of Twelve Seas, you may also cast your vote in person at the meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the meeting and vote in person, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have no effect on the Business Combination Proposal, the Merger Proposal, or the Share Issuance Proposal.

A complete list of Twelve Seas shareholders of record entitled to vote at the special meeting will be available for ten (10) days before the meeting at the principal executive offices of Twelve Seas for inspection by shareholders during ordinary business hours for any purpose germane to the meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

/s/ Neil Richardson

   

Neil Richardson

   

Chairman

   

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT TWELVE SEAS CONVERT YOUR SHARES INTO CASH NO LATER THAN 5:00 P.M. EASTERN TIME ON DECEMBER 13, 2019 (TWO (2) BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING) BY (A) (i) CHECKING THE BOX ON THE PROXY CARD, OR (ii) DELIVERING A CONVERSION NOTICE TO TWELVE SEAS’ TRANSFER AGENT AND (B) TENDERING YOUR STOCK TO TWELVE SEAS’ TRANSFER AGENT. YOU MAY TENDER YOUR STOCK BY EITHER DELIVERING YOUR STOCK CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. WHETHER OR NOT, OR HOW, YOU VOTE ON THE BUSINESS COMBINATION PROPOSAL, WILL NOT AFFECT YOUR ELIGIBILITY FOR EXERCISING REDEMPTION RIGHTS. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE CONVERTED INTO CASH AT THIS TIME IN CONNECTION WITH THE BUSINESS COMBINATION. IF YOU HOLD THE SHARES IN “STREET NAME”, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF TWELVE SEAS SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

 

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF

TWELVE SEAS INVESTMENT COMPANY

PROSPECTUS FOR UP TO 28,901,900 ORDINARY SHARES, 21,229,000 WARRANTS AND 21,229,000 ORDINARY SHARES ISSUABLE UPON EXERCISE OF WARRANTS OF
BROOGE HOLDINGS LIMITED

The board of directors of Twelve Seas Investment Company, a Cayman Islands exempted company (“Twelve Seas”) has unanimously approved the Business Combination Agreement, dated as of April 15, 2019 (the “Business Combination Agreement”), by and among Twelve Seas, Brooge Holdings Limited, a Cayman Islands exempted company (“Pubco”), Brooge Merger Sub Limited, a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Merger Sub”), Brooge Petroleum And Gas Investment Company FZE, a company formed under the laws of the Fujairah Free Zone, UAE (“BPGIC”) and the shareholder of BPGIC who has become a party thereto (the “Seller”), which, among other things, provides for (i) the Merger of Merger Sub with Twelve Seas, with Twelve Seas surviving the Merger and the security holders of Twelve Seas becoming security holders of Pubco, (ii) upon the effectiveness of such Merger, the exchange of 100% of the outstanding ordinary shares of BPGIC by the Seller for Ordinary Shares of Pubco (collectively, the “Business Combination”) and (iii) the adoption of Pubco’s amended and restated memorandum and articles of association. As a result of and upon consummation of the Business Combination, each of Twelve Seas and BPGIC will become a wholly owned subsidiary of Pubco, as described in this proxy statement/prospectus and Pubco will become a new public company owned by the prior shareholders of Twelve Seas and the prior shareholder of BPGIC.

Pursuant to the Business Combination Agreement, upon the consummation of the Business Combination (i) each outstanding ordinary share of Twelve Seas will be converted into one Ordinary Share of Pubco, (ii) each outstanding Warrant of Twelve Seas will be converted into one warrant of Pubco that entitles the holder thereof to purchase one Ordinary Share of Pubco in lieu of one ordinary share of Twelve Seas and otherwise upon substantially the same terms and conditions, and (iii) each outstanding Right of Twelve Seas will be exchanged for one-tenth of an Ordinary Share of Pubco. Accordingly, this proxy statement/prospectus covers the issuance by Pubco of an aggregate of 28,901,900 Ordinary Shares, 21,229,000 warrants and 21,229,000 Ordinary Shares issuable upon exercise of warrants.

As a result of the Business Combination, Pubco will become a new public company and each of Twelve Seas and BPGIC will become a wholly-owned subsidiary of Pubco. The former security holders of Twelve Seas and BPGIC will become security holders of Pubco. As a result of the Business Combination, assuming that no shareholders of Twelve Seas elect to convert their Public Shares into cash in connection therewith as permitted by Twelve Seas’ amended and restated memorandum and articles of association and the Seller does not elect to receive any portion of the consideration in cash, the Seller and the former Twelve Seas shareholders will own approximately 78.2% and 21.8%, respectively, of the Ordinary Shares of Pubco to be outstanding immediately after the Business Combination; provided that such numbers also include 1.2% of the Pubco Ordinary Shares otherwise issuable to the Initial Shareholders (as defined below) of Twelve Seas, which will be held in escrow and subject to forfeiture until Pubco satisfies certain milestones, and 15.6% of the Pubco Ordinary Shares otherwise issuable to the Seller at the Closing of the Business Combination, which will be held in escrow and subject to forfeiture until Pubco satisfies certain milestones (the “Escrow Shares”). If 7.6 million of Twelve Seas ordinary shares (the maximum number of Twelve Seas ordinary shares that can be redeemed while still maintaining the $125 million Closing Net Cash in order to consummate the Business Combination) are converted into cash, such percentages will be approximately 83.1% and 16.9%, respectively.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the Extraordinary General Meeting of Twelve Seas scheduled to be held on December 17, 2019.

Twelve Seas’ Units, ordinary shares, Warrants and Rights are currently listed on The NASDAQ Capital Market under the symbols “BROGU,” “BROG,” “BROGW” and “BROGR,” respectively. Pubco will apply for listing, to be effective at the time of the Business Combination, of its Ordinary Shares and warrants on NASDAQ under the same symbols, “BROG” and “BROGW,” respectively. Pubco will not have units or rights traded following consummation of the Business Combination.

Each of Twelve Seas and Pubco is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Extraordinary General Meeting of Twelve Seas. We encourage you to carefully read this entire document and the documents incorporated by reference. You should also carefully consider the risk factors described in “Risk Factors.”

These securities have not been approved or disapproved by the Securities and Exchange Commission (the “SEC”) or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated November 22, 2019, and is first being mailed to Twelve Seas security holders on or about November 26, 2019.

 

TABLE OF CONTENTS

 

Page

FREQUENTLY USED TERMS

 

1

SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION

 

5

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

 

7

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

16

SELECTED HISTORICAL FINANCIAL INFORMATION

 

24

SELECTED UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

 

30

RISK FACTORS

 

36

FORWARD-LOOKING STATEMENTS

 

65

EXTRAORDINARY GENERAL MEETING OF TWELVE SEAS SHAREHOLDERS

 

68

THE BUSINESS COMBINATION PROPOSAL

 

72

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

 

103

THE MERGER PROPOSAL

 

115

THE SHARE ISSUANCE PROPOSAL

 

116

THE ADJOURNMENT PROPOSAL

 

117

INFORMATION RELATED TO PUBCO

 

118

OTHER INFORMATION RELATED TO TWELVE SEAS

 

119

MARKET OPPORTUNITY

 

131

BUSINESS OF BPGIC

 

141

BPGIC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

172

MANAGEMENT OF PUBCO FOLLOWING THE BUSINESS COMBINATION

 

196

EXECUTIVE COMPENSATION

 

201

BENEFICIAL OWNERSHIP OF SECURITIES

 

203

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

208

DESCRIPTION OF PUBCO SECURITIES

 

211

APPRAISAL RIGHTS

 

215

SHAREHOLDER PROPOSALS

 

215

OTHER SHAREHOLDER COMMUNICATIONS

 

215

EXPERTS

 

215

LEGAL MATTERS

 

216

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

 

216

WHERE YOU CAN FIND MORE INFORMATION

 

216

INDEX TO FINANCIAL STATEMENTS

 

F-1

ANNEXES

   

Annex A: Business Combination Agreement, as amended

 

A-1

Annex B: Amended and Restated Memorandum and Articles of Association of Brooge Holdings Limited

 

B-1

Annex C: Plan of Merger

 

C-1

Annex D: Form of Proxy for Twelve Seas Investment Company Extraordinary General Meeting

 

D-1

i

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the SEC by Pubco (File No. 333-233964), constitutes a prospectus of Pubco under Section 5 of the U.S. Securities Act of 1933, as amended, or the Securities Act, with respect to the Pubco Ordinary Shares to be issued to Twelve Seas shareholders and holders of Rights, the warrants to acquire Pubco Ordinary Shares to be issued to Twelve Seas Warrant holders and the Pubco Ordinary Shares underlying such warrants, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, with respect to the Extraordinary General Meeting of Twelve Seas at which Twelve Seas shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires:

“$,” “USD,” “US$” and “U.S. dollar” each refers to the United States dollar; and

“AED,” “DH” and “Arab Emirate Dirham” each refers to the Arab Emirate Dirham, the official currency of the United Arab Emirates.

IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES

BPGIC’s financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and referred to in this proxy statement/prospectus as “IFRS.” BPGIC’s interim financial statements are prepared in accordance with “IAS 34 : Interim Financial Reporting” as issued by the International Accounting Standards Board. BPGIC refers in various places within this proxy statement/prospectus to EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin which are non-IFRS measures that are calculated as earnings before interest, tax and depreciation and amortization, earnings before interest, tax and depreciation and amortization adjusted for selected items that BPGIC’s management believes impact the comparability of financial results between reporting periods, and Adjusted EBITDA as a percentage of revenue, respectively and more fully explained in “BPGIC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations of BPGIC — Certain Non-IFRS Measures.” The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for BPGIC’s financial results prepared in accordance with IFRS.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, BPGIC relies on and refers to industry data, information and statistics regarding the markets in which it competes from research as well as from publicly available information, industry and general publications and research and studies conducted by third parties such as data by IHS Markit. BPGIC has supplemented this information where necessary with its own internal estimates and information obtained from discussions with BPGIC customers, taking into account publicly available information about other industry participants and BPGIC management’s best view as to information that is not publicly available. This information appears in “BPGIC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Market Opportunity,” “Business of BPGIC” and other sections of this proxy statement/prospectus. BPGIC has taken such care as it considers reasonable in the extraction and reproduction of information from such data from third-party sources.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and us.

ii

IHS Markit reports, data and information referenced herein (the “IHS Markit Materials”) are the copyrighted property of IHS Markit Ltd. and its subsidiaries (“IHS Markit”). The IHS Markit Materials are from sources considered reliable; however, the accuracy and completeness thereof are not warranted, nor are the opinions and analyses published by IHS Markit representations of fact. The IHS Markit Materials speak as of the original publication date thereof and are subject to change without notice. IHS Markit and other trademarks appearing in the IHS Markit Materials are the property of IHS Markit or their respective owners.

The IHS data used in the IHS Markit materials is from a June 2018 study and has not been updated since then. Forecasts are inherently uncertain because of events or combinations of events that cannot reasonably be foreseen including the actions of government, individuals, third parties and competitors. The IHS Markit Materials speak as of the original publication date thereof (and not as of the date of this document). The information and opinions expressed in the IHS Markit Materials are subject to change without notice and IHS Markit has no duty or responsibility to update the IHS Markit Materials.

The IHS Markit Materials were commissioned by BPGIC and/or an affiliate of BPGIC.

iii

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms the “Company” and “BPGIC” refer to Brooge Petroleum And Gas Investment Company FZE, a company formed under the laws of the Fujairah Free Zone, UAE, and the term “Twelve Seas” refers to Twelve Seas Investment Company, a Cayman Islands exempted company. “Pubco” refers to Brooge Holdings Limited, a Cayman Islands exempted company.

In this document:

“Adjournment Proposal” means a proposal to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Business Combination Proposal and the Merger Proposal.

“Amended and Restated Memorandum and Articles of Association” means the amended and restated memorandum and articles of association of Brooge Holdings Limited to be adopted prior to consummation of the Business Combination in the form attached hereto as Annex B.

“ASMA Capital” means ASMA Capital B.S.C.(c).

“Audex” means Audex PTE Ltd.

“BPGIC” means Brooge Petroleum And Gas Investment Company FZE.

“BPGIC Terminal” means the terminal that BPGIC is developing on land located in close proximity to the Port of Fujairah’s berth connection points.

“BPGIC Terminal Land Lease” means the land lease dated as of March 10, 2013, by and between Fujairah Municipality and BPGIC, as amended by the novation agreement, dated September 1, 2014, by and among Fujairah Municipality, BPGIC and FOIZ.

“broker non-vote” means the failure of a Twelve Seas shareholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination Agreement” means the Business Combination Agreement, dated as of April 15, 2019, as may be amended, by and among Twelve Seas, Merger Sub, Pubco, BPGIC and the Seller, and attached hereto as Annex A.

“Business Combination” or “Transactions” means the Merger and the Share Exchange, and other transactions contemplated by the Business Combination Agreement.

“Business Combination Proposal” means a proposal to approve the Business Combination Agreement and the Transactions.

“Closing” means the closing of the Transactions.

“Closing Net Cash” has the meaning given to that term in the Business Combination Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Companies Law” means the Companies Law (2018 Revision) of the Cayman Islands.

“Constitutional Documents” means the formation documents of any of the entities listed herein, including the memorandum and articles of association, as they may be amended.

“DWT” means deadweight tonnage.

“EPC” means engineering, procurement and construction.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FAB” means First Abu Dhabi Bank PJSC.

“Financing Facilities” means, collectively, the Phase I Financing Facilities and the Phase II Financing Facility.

“FOIZ” means the Fujairah Oil Industry Zone.

1

“Founder Shares” means ordinary shares of Twelve Seas, 5,175,000 of which are currently outstanding and were issued to the Initial Shareholders prior to the Initial Public Offering of Twelve Seas, of which the Initial Shareholders have agreed to forfeit 1,035,000 at the Closing.

“Fujairah Municipality” means the local government organization in Fujairah, UAE specializing in municipal urban and rural municipal affairs.

“IFRS” refers to International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB).

“Initial Public Offering” means the initial public offering of Units of Twelve Seas, consummated on June 22, 2018.

“Initial Shareholders” means the holders of Founder Shares.

“JOBS Act” means the Jumpstart Our Business Startups Act.

“Land Lease Initial Agreement” means the land lease initial agreement, dated as of July 14, 2019, by and between BPGIC and FOIZ with respect to the Phase III Land.

“Meeting” means the Extraordinary General Meeting of Twelve Seas, to be held on December 17, 2019 at 10:00 a.m. Eastern Time, at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105.

“MENA” means Middle East and North Africa.

“Merger” means the merger of Merger Sub with Twelve Seas, with Twelve Seas surviving such merger, prior security holders of Twelve Seas receiving securities of Pubco, and Twelve Seas becoming a wholly owned subsidiary of Pubco.

“Merger Proposal” means a proposal to approve the Merger.

“Merger Sub” means Brooge Merger Sub Limited, a Cayman Islands exempted company.

“MUC” means MUC Oil & Gas Engineering Consultancy, LLC.

“NASDAQ” means the NASDAQ Stock Market LLC.

“Ordinary Resolution” means a resolution passed by the affirmative vote of a simple majority of the shareholders of Twelve Seas as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting.

“Ordinary Shares” means the ordinary shares, par value $0.0001 per share, of Pubco, unless otherwise specified.

“Phase I” means the first phase of the BPGIC Terminal consisting of 14 oil storage tanks with an aggregate geometric oil storage capacity of approximately 0.399 million m3 and related infrastructure.

“Phase I Admin Building Facility” means the secured Shari’a compliant financing arrangement of USD 11.1 million entered into by BPGIC with FAB to fund a portion of the construction costs of Phase I.

“Phase I Construction Facilities” means, collectively, the Phase I Admin Building Facility and the Phase I Construction Facility.

“Phase I Construction Facility” means the secured Shari’a compliant financing arrangement of USD 84.6 million entered into by BPGIC with FAB to fund a portion of the construction costs of Phase I.

“Phase I Customer Agreement” means the four-year lease and offtake agreement for the Phase I facility with the Phase I & II Customer.

“Phase II Customer Agreement” means the five-year lease and offtake agreement for the Phase II facility with the Phase I & II Customer.

“Phase I & II Customer” means Al Brooge International Advisory LLC.

“Phase I End User” means the international energy trading company that currently occupies the Phase I facility as a sublessee of the Phase I & II Customer.

2

“Phase II End User” means the international commodities trading company which is expected to occupy the Phase II facility upon its completion as a sublessee of the Phase I & II Customer.

“Phase I End User Agreement” means the five-year lease and service agreement, dated December 12, 2017, originally by and between BPGIC and the Phase I End User, and as novated, by and between the Phase I & II Customer and the Phase I End User to lease all fourteen oil storage tanks in Phase I.

“Phase II End User Agreement” means the five-year lease and service agreement, originally by and between BPGIC and the Phase II End User, and as novated, by and between the Phase I & II Customer and the Phase II End User to lease all eight oil storage tanks in Phase II.

“Phase I Financing Facilities” means, collectively, the Phase I Admin Building Facility, the Phase I Construction Facility and the Phase I Short Term Financing Facility.

“Phase II” means the second phase of the BPGIC Terminal which is expected to consist of 8 oil storage tanks with an aggregate geometric oil storage capacity of approximately 0.601 million m3 and related infrastructure.

“Phase II Financing Facility” means the secured Shari’a compliant financing arrangement of USD 95.3 million entered into by BPGIC with FAB to fund a portion of the capital expenditures in respect of Phase II.

“Phase III” means the third phase of BPGIC’s development in the Port of Fujairah.

“Phase III Land” means the plot of land of approximately 450,000 m2 in the Port of Fujairah near the BPGIC Terminal subject to the Initial Land Lease Agreement where BPGIC expects to locate its Phase III facilities.

“Phase I Internal Manifold” means the internal manifold that connects the 14 oil storage tanks of Phase I.

“Phase II Internal Manifold” means the internal manifold that will connect the 8 oil storage tanks of Phase II.

“Phase I Short Term Financing Facility” means the Shari’a compliant financing arrangement of USD 3.5 million entered into by BPGIC with FAB to settle certain amounts due under the Phase I Construction Facilities.

“Port of Fujairah” or “Port” means the port of Fujairah

“Principal Customers” means, collectively, the Phase I & II Customer and Sahara.

“Principal Customer Agreements” means the Phase I Customer Agreement, the Phase II Customer Agreement, and the Refinery and Services Agreement.

“Private Placement Units” means the Units sold by Twelve Seas privately to the Sponsor simultaneously with the consummation of the Initial Public Offering.

“proxy statement/prospectus” means the proxy statement/prospectus included in the Registration Statement on Form F-4 (Registration No. 333-233964) filed with the SEC.

“Pubco” means Brooge Holdings Limited, a Cayman Islands exempted company.

“Public Shareholders” means the holders of Public Shares.

“Public Shares” means ordinary shares of Twelve Seas issued as part of the Units sold in the Initial Public Offering.

“Public Warrants” means the Warrants included in the Units sold in the Initial Public Offering, each of which is exercisable for one ordinary share of Twelve Seas, in accordance with its terms.

“Redemption” means the right of the holders of Twelve Seas ordinary shares to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“Refinery and Services Agreement” means the five-year refinery and services agreement with Sahara.

“Rights” means the rights included in the Units sold in the Initial Public Offering and simultaneous private placements, each of which is exercisable for one-tenth (1/10) of one ordinary share of Twelve Seas, in accordance with its terms.

“Sahara” means Sahara Energy Resources DMCC, a company incorporated under the laws of the United Arab Emirates.

3

“Sahara Refinery” means the modular refinery to be installed at the BPGIC Terminal by Sahara which is expected to have an initial production capacity of 24,000 b/d.

“SEC” means the U.S. Securities and Exchange Commission.

“Seller” means the shareholder of BPGIC named as a seller party to the Business Combination Agreement as of the effective date of this registration statement.

“Senior Management” and “Senior Managers” refer to those persons named as officers of BPGIC, and following the consummation of the Business Combination, of Pubco, in the section titled “Management of Pubco Following Business Combination”.

“Share Exchange” means the exchange of 100% of the ordinary shares of BPGIC for Ordinary Shares of Pubco.

“Share Issuance Proposal” means a proposal to approve, for purposes of complying with applicable NASDAQ Stock Market LLC listing rules, the issuance of more than 20% of Twelve Seas’ issued and outstanding ordinary shares in financing transactions in connection with the Business Combination.

“Special Resolution” means a resolution passed by the affirmative vote of a majority of at least two-thirds of the shareholders of Twelve Seas as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting, of which notice specifying the intention to propose the resolution as a “special resolution” has been duly given.

“Sponsor” means Twelve Seas Sponsor I LLC, a Delaware limited liability company.

“Strait of Hormuz” or “Strait” means the strait of Hormuz.

“Trust Account” means the trust account that holds a portion of the proceeds of the Initial Public Offering and the concurrent sale of the Private Placement Units.

“Twelve Seas” or “Purchaser” means Twelve Seas Investment Company, a Cayman Islands exempted company.

“Units” means units issued in the Initial Public Offering, each consisting of one ordinary share of Twelve Seas, one Warrant and one Right.

“UAE” means the United Arab Emirates.

“U.S.” means the United States of America.

“U.S. dollar,” “US$” and “$” mean the legal currency of the United States.

“U.S. GAAP” means United States generally accepted accounting principles.

“VLCC” means very large crude carrier.

“Warrant” means a warrant to purchase ordinary shares of Twelve Seas issued in the Initial Public Offering and simultaneous private placements. Each warrant entitles the holder thereof to purchase one ordinary share of Twelve Seas at a price of $11.50 per share.

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SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION

The parties to the Business Combination Agreement are Twelve Seas Investment Company (“Twelve Seas”), Brooge Merger Sub Limited (“Merger Sub”), Brooge Holdings Limited (“Pubco”), Brooge Petroleum And Gas Investment Company FZE (“BPGIC”), and the shareholder of BPGIC named as Seller therein (the “Seller”). Pursuant to the Business Combination Agreement, (1) Merger Sub will merge with Twelve Seas, with Twelve Seas surviving the merger, and each of the former security holders of Twelve Seas receiving securities of Pubco (the “Merger”) and (2) the outstanding ordinary shares of BPGIC will be exchanged by the Seller for Ordinary Shares of Pubco (the “Share Exchange” and together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). See the sections in this summary entitled “The Business Combination Proposal” and “The Merger Proposal.”

BPGIC is an oil storage and service provider strategically located in the Port of Fujairah in the emirate of Fujairah in the UAE. BPGIC’s vision is to develop an oil storage business that differentiates itself from competitors by providing its customers with fast order processing times, excellent customer service and high accuracy blending services with low oil losses. BPGIC has a 60-year lease of land for its operations located in close proximity to the Port of Fujairah’s berth connection points and is initially developing the BPGIC Terminal in two phases. The first phase commenced operations in December 2017 and the second phase is currently under construction. BPGIC is led by an experienced management team with over 30 years of experience in the oil storage terminal industry. See the section entitled “Business of BPGIC.”

Under the Business Combination Agreement, upon the consummation of the Merger, each Unit shall be automatically detached and the holder thereof shall be deemed to hold one ordinary share of Twelve Seas, one Warrant of Twelve Seas, and one Right of Twelve Seas. Each ordinary share of Twelve Seas will be exchanged for one Ordinary Share of Pubco, except that Public Shareholders shall be entitled to elect instead to receive a pro rata portion of Twelve Seas’ Trust Account, as provided in Twelve Seas’ Constitutional Documents. Additionally, each outstanding Twelve Seas Warrant will be exchanged for a warrant of Pubco that will entitle the holder to purchase one Ordinary Share of Pubco in lieu of one ordinary share of Twelve Seas and otherwise on substantially the same terms and conditions as the Twelve Seas Warrants.

Under the Business Combination Agreement, upon consummation of the Share Exchange, the Seller will be entitled to receive 100,000,000 Ordinary Shares of Pubco (subject to BPGIC’s election for the Seller to have the option to receive a portion of the consideration as cash, not to exceed 40% of the Closing Net Cash (as that term is defined in the Business Combination Agreement, attached to this proxy statement/prospectus as Annex A) in lieu of receiving Pubco Ordinary Shares) (as so reduced, the “Exchange Shares”)); provided that 20,000,000 of the Exchange Shares otherwise issuable to the Seller at the Closing (the “Escrow Shares”) will be set aside in escrow. For a detailed discussion on calculation of the number of Pubco shares to be received by holders of BPGIC securities in connection with the Business Combination, please see the section titled “The Business Combination Proposal — The Business Combination Agreement and Related Agreements.” Issuance of Pubco securities in connection with the Share Exchange with the Seller is exempt from registration under the Securities Act in reliance upon Section 4(a)(2) thereof because, among other things, the issuances are contractual obligations pursuant to a privately negotiated transaction and the Seller executed a Joinder to the Business Combination Agreement and therefore is already contractually bound. The Seller is not a U.S. persons and the issuance of the securities of Pubco to such persons would be extraterritorial and within the scope of the exemption from registration codified as Regulation S promulgated under the Securities Act.

Pursuant to the Business Combination Agreement, prior to the consummation of the Business Combination, the board of directors and shareholders of Pubco will amend and restate Pubco’s memorandum and articles of association. The Amended and Restated Memorandum and Articles of Association of Pubco differ from Twelve Seas’ amended and restated memorandum and articles of association in multiple aspects, including: (i) the name of the new public entity will be “Brooge Holdings Limited” as opposed to “Twelve Seas Investment Company”; (ii) Pubco will have 450,000,000 authorized Ordinary Shares and 50,000,000 authorized preferred shares, as opposed to Twelve Seas having 200,000,000 authorized ordinary shares and 2,000,000 authorized preferred shares; (iii) Pubco’s corporate existence is perpetual as opposed to Twelve Seas’ corporate existence terminating if a business combination is not consummated by Twelve Seas within a specified period of time; and (iv) Pubco’s charter does not include the various provisions applicable only to special purpose acquisition corporations that Twelve Seas’ amended and restated memorandum and articles of association contains.

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In addition to voting on the Business Combination, the shareholders of Twelve Seas will consider and vote upon (i) the proposal to merge Twelve Seas with Merger Sub — we refer to this proposal as the “Merger Proposal”, and (ii) the proposal to approve, for purposes of complying with applicable NASDAQ Stock Market LLC listing rules, the issuance of more than 20% of Twelve Seas’ issued and outstanding ordinary shares in financing transactions in connection with the Business Combination — we refer to this proposal as the “Share Issuance Proposal.” See the sections entitled “The Merger Proposal,” and “The Share Issuance Proposal.”

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior the Closing, including, among other reasons: (i) by mutual written consent of Twelve Seas and BPGIC; (ii) by either Twelve Seas or BPGIC if the Closing has not occurred on or prior to December 22, 2019; (iii) by either Twelve Seas or BPGIC if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable; (iv) by BPGIC for Twelve Seas’ uncured breach of the Business Combination Agreement, such that the related Closing condition would not be met; (v) by Twelve Seas for the uncured breach of the Business Combination Agreement by BPGIC, Pubco, Merger Sub or any Seller, such that the related Closing condition would not be met; (vi) by Twelve Seas if there has been a “Material Adverse Effect” with respect to BPGIC since the date of the Business Combination Agreement which is uncured and continuing; (vii) by BPGIC if there has been a “Material Adverse Effect” with respect to Twelve Seas since the date of the Business Combination Agreement which is uncured and continuing; (viii) by either Twelve Seas or BPGIC if Twelve Seas holds its shareholder meeting to approve the Business Combination Agreement and the Transactions and such approval is not obtained. See the section entitled “The Business Combination Proposal — The Business Combination Agreement and Related Agreements — Termination.”

After the Business Combination, the directors of Pubco will be Dr. Yousef Alassaf, Abu Bakar Chowdhury, Nicolaas Paardenkooper, Saleh Yammout, Sa’eb El-Zein, and Dr. Simon Madgwick, who will be designated by BPGIC. After the Merger, Dr. Yousef Alassaf, Dr. Simon Madgwick, and Messrs. Sa’eb El-Zein and Abu Bakar Chowdhury will be considered independent directors under the rules of NASDAQ. See the section entitled “Management of Pubco Following the Business Combination.”

Upon completion of the Business Combination, the current officers of BPGIC will remain officers of BPGIC and will become officers of Pubco, holding the equivalent positions as those held with BPGIC. These officers are Nicolaas Paardenkooper, Saleh Yammout, and Lina S. Saheb. Each of these persons is currently an executive officer of BPGIC. Upon completion of the Business Combination, Faisal Selim will become the Chief Marketing Officer of BPGIC and Pubco. See the section entitled “Management of Pubco Following the Business Combination.”

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

Q. Why am I receiving this proxy statement/prospectus?

 

A.    Twelve Seas and BPGIC have agreed to a business combination under the terms of the Business Combination Agreement, dated as of April 15, 2019, that is described in this proxy statement/prospectus and to approve the Business Combination contemplated by the Business Combination Agreement. This agreement is referred to as the “Business Combination Agreement.” The Business Combination Agreement provides for, among other things, (a) the Merger of Merger Sub with Twelve Seas, with Twelve Seas surviving the Merger, and each of the current shareholders of Twelve Seas receiving securities of Pubco, which we call the “Merger,” (b) the exchange of 100% of the ordinary shares of BPGIC by the Seller for Ordinary Shares of Pubco, which we call the “Share Exchange,” and (c) the adoption of Pubco’s Amended and Restated Memorandum and Articles of Association. This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Q. What is being voted on at the Meeting?

 

A.    Twelve Seas’ shareholders are being asked to vote to approve the Business Combination Agreement and transactions contemplated thereby, including the Merger. See the sections entitled “The Business Combination Proposal” and “The Merger Proposal.”

   

In addition to the foregoing proposals, the shareholders are also asked to consider and vote upon a proposal to approve, for purposes of complying with applicable NASDAQ Stock Market LLC listing rules, the issuance of more than 20% of Twelve Seas’ issued and outstanding ordinary shares in financing transactions in connection with the proposed Business Combination. See the section entitled “The Share Issuance Proposal.”

   

The shareholders may also be asked to consider and vote upon a proposal to adjourn the Meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, Twelve Seas would not have been authorized to consummate the Business Combination. See the section entitled “The Adjournment Proposal.”

   

Twelve Seas will hold the Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. Shareholders should read it carefully.

   

The vote of shareholders is important. Shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q. Why is Twelve Seas proposing the Business Combination?

 

A.    Twelve Seas was organized to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities.

   

Twelve Seas completed its Initial Public Offering of Units on June 22, 2018, with each Unit consisting of one ordinary share, one Warrant to purchase one ordinary share at a price of $11.50 and one Right, each entitling the holder thereof to receive one—tenth (1/10) of one ordinary share of Twelve Seas upon Twelve Seas’ completion of its initial business combination and also closed on the sale of the Units subject to overallotment on June 28, 2018, raising total gross proceeds of $207,000,000. Since the Initial Public Offering, Twelve Seas’ activity has been limited to the evaluation of business combination candidates.

   

Twelve Seas was permitted to choose a target business in any industry or geographic region that it felt provided its shareholders with the greatest opportunity to participate in a company with significant growth potential. Accordingly, it regularly analyzed investment opportunities that were in various sectors and geographic regions in an effort to locate the best potential business combination opportunity for its shareholders.

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BPGIC operates in the oil storage and service business in the Emirate of Fujairah within the United Arab Emirates. Based on its due diligence investigations of BPGIC and the industry in which it operates, including the financial and other information provided by BPGIC in the course of their negotiations, Twelve Seas believes that BPGIC has an appealing growth profile and a compelling valuation. As a result, Twelve Seas believes that a business combination with BPGIC will provide Twelve Seas shareholders with an opportunity to participate in a company with significant growth potential. See the section entitled “The Business Combination Proposal — Twelve Seas’ Board of Directors’ Reasons for Approval of the Business Combination.”

Q. Why is Twelve Seas providing shareholders with the opportunity to vote on the Business Combination?

 

A.    Under its amended and restated memorandum and articles of association, Twelve Seas must provide all holders of its Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of Twelve Seas’ initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, Twelve Seas has elected to provide its shareholders with the opportunity to have their Public Shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, Twelve Seas is seeking to obtain the approval of its shareholders of the Business Combination Proposal in order to allow its Public Shareholders to effectuate Redemptions of their Public Shares in connection with the Closing of the Business Combination.

Q. Are the proposals conditioned on one another?

 

A.    Unless the Business Combination Proposal is approved, the Merger Proposal, and the Share Issuance Proposal will not be presented to the shareholders of Twelve Seas at the Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that the Business Combination Proposal and the Merger Proposal do not receive the requisite vote for approval, then Twelve Seas will not consummate the Business Combination. If Twelve Seas does not consummate the Business Combination and fails to complete an initial business combination by December 22, 2019, Twelve Seas will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to its Public Shareholders.

Q. What will happen in the Business Combination?

 

A.    At the Closing, Merger Sub will merge with Twelve Seas, with Twelve Seas surviving such Merger. Upon consummation of the Merger, Twelve Seas will become a wholly-owned subsidiary of Pubco and security holders of Twelve Seas securities will exchange their Twelve Seas securities for securities of Pubco. In particular, (i) each outstanding ordinary share of Twelve Seas will be converted into one Ordinary Share of Pubco, (ii) each outstanding Warrant of Twelve Seas will be converted into one warrant of Pubco that entitles the holder thereof to purchase one Ordinary Share of Pubco in lieu of one ordinary share of Twelve Seas, and (iii) each outstanding Right of Twelve Seas will be exchanged for one-tenth of an Ordinary Share of Pubco. In connection with the Share Exchange, the shareholder of BPGIC will exchange its BPGIC shares for Ordinary Shares of Pubco, as a result of which, BPGIC will become a wholly-owned subsidiary of Pubco. The cash held in the Trust Account and the proceeds from the financing transactions in connection with the Business Combination will be used by Pubco for working capital and general corporate purposes following the consummation of the Business Combination. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. For Pubco’s organizational structure chart upon consummation of the Business Combination, please see “The Business Combination Agreement — Transaction and Organizational Structures Prior to and Following Consummation of the Business Combination.”

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Q. What conditions must be satisfied to complete the Business Combination?

 

A.    There are a number of closing conditions to the Business Combination, including, but not limited to, the following:

   

•   the approval of the Business Combination Agreement and the transactions contemplated thereby and related matters by the requisite vote of Twelve Seas’ shareholders;

   

•   expiration of any waiting period under applicable antitrust laws;

   

•   receipt of requisite regulatory approvals and specified third party consents;

   

•   no law or order preventing or prohibiting the transactions contemplated by the Business Combination Agreement;

   

•   no pending litigation to enjoin or restrict the consummation of the Business Combination;

   

•   Twelve Seas having at least $5,000,001 in net tangible assets upon the consummation of the Business Combination, after giving effect to Public Shareholders’ exercise of their Redemption rights and including the proceeds of any private placement investment;

   

•   Closing Net Cash of at least $125,000,000 of Pubco and Twelve Seas;

   

•   the election or appointment of members to Pubco’s board of directors as described herein;

   

•   the amendment by the shareholders of Pubco of Pubco’s amended and restatement memorandum and articles of association in form and substance reasonably acceptable to Pubco, BPGIC and Twelve Seas;

   

•   the effectiveness of this registration statement; and

   

•   receipt of reasonably satisfactory evidence that Pubco qualifies as a foreign private issuer pursuant to Rule 3b-4 of the Exchange Act.

   

For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination Proposal — Business Combination Agreement and Related Agreements.”

Q. Did the Twelve Seas board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

 

A.    Twelve Seas’ board of directors did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination with BPGIC. The officers and directors of Twelve Seas have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Twelve Seas’ financial advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination with BPGIC. In addition, Twelve Seas’ officers and directors and its advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of Twelve Seas’ board of directors in valuing BPGIC’s business, and assuming the risk that the board of directors may not have properly valued such business.

Q. How many votes do I have at the Meeting?

 

A.    Twelve Seas shareholders are entitled to one vote at the Meeting for each ordinary share of Twelve Seas held of record as of November 15, 2019, the record date for the Meeting (the “Record Date”). As of the close of business on the Record Date, there were 26,779,000 ordinary shares of Twelve Seas outstanding.

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Q. What vote is required to approve the proposals presented at the Meeting?

 

A.    The approval of each of the Business Combination Proposal, the Share Issuance Proposal and the Adjournment Proposal requires an Ordinary Resolution. The approval of the Merger Proposal requires a Special Resolution. Assuming a quorum is established, a shareholder’s failure to vote by proxy or to vote in person at the Meeting will have no effect on the foregoing proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the proposals. Twelve Seas’ Sponsor, directors and officers have agreed to vote their shares in favor of the Business Combination Proposal and the Merger Proposal. As of the date of this proxy statement/prospectus, Twelve Seas’ Sponsor, directors and officers beneficially owned an aggregate of 5,704,000 ordinary shares of Twelve Seas.

Q. What constitutes a quorum at the Meeting?

 

A.    Holders of a majority in voting power of Twelve Seas ordinary shares issued and outstanding and entitled to vote at the Meeting constitute a quorum. In the absence of a quorum, the chairman of the Meeting has the power to adjourn the Meeting. As of the Record Date, 13,389,501 ordinary shares of Twelve Seas would be required to achieve a quorum.

Q. How do the insiders of Twelve Seas intend to vote on the proposals?

 

A.    Twelve Seas’ Sponsor, officers and directors beneficially own and are entitled to vote an aggregate of approximately 21.3% of the outstanding ordinary shares of Twelve Seas. These parties have agreed to vote their securities in favor of the Business Combination Proposal and the Merger Proposal. Twelve Seas’ Sponsor, officers and directors have also indicated that they intend to vote their shares in favor of all other proposals being presented at the Meeting.

Q. Do I have Redemption rights?

 

A.    Pursuant to Twelve Seas’ amended and restated memorandum and articles of association, holders of Public Shares may elect to have their shares redeemed for cash at the applicable Redemption price per share calculated in accordance with Twelve Seas’ charter. As of the date of this proxy statement/prospectus, based on funds in the Trust Account of approximately $213.3 million, this would have amounted to approximately $10.30 per share. If a holder exercises its Redemption rights, then such holder will be exchanging its ordinary shares of Twelve Seas for cash. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands Redemption and delivers its shares (either physically or electronically) to Twelve Seas’ transfer agent prior to the Meeting. See the section titled “Extraordinary General Meeting of Twelve Seas Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Q. Will how I vote affect my ability to exercise Redemption rights?

 

A.    No. You may exercise your Redemption rights whether or not you are a holder of ordinary shares of Twelve Seas on the Record Date (so long as you are a holder at the time of exercise), or whether you are a holder and vote your ordinary shares of Twelve Seas on the Business Combination Proposal (for or against) or any other proposal described by this proxy statement/prospectus. As a result, the Business Agreement can be approved by shareholders who will redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of NASDAQ.

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Q. How do I exercise my Redemption rights?

 

A.    If you are a holder of Public Shares and wish to exercise your Redemption rights, you must demand that Twelve Seas convert your shares into cash no later than 5:00 p.m. Eastern Time on December 13, 2019 (two (2) business days prior to the vote on the Business Combination Proposal) by (A) (i) checking the box on the proxy card, or (ii) submitting your request in writing to Mark Zimkind of Continental Stock Transfer & Trust Company, at the address listed at the end of this section and (B) delivering your stock to Twelve Seas’ transfer agent physically or electronically using The Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System. If you hold the shares in “street name”, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be converted into cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting shareholder.

   

Any holder of Public Shares (whether or not they are a holder on the Record Date) will be entitled to demand that his shares be converted for a full pro rata portion of the amount then in the Trust Account (which was approximately $213.3 million, or approximately $10.30 per share, as of November 15, 2019, the Record Date). Such amount, less any owed but unpaid taxes on the funds in the Trust Account, will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the Trust Account. However, under Cayman Islands law, the proceeds held in the Trust Account could be subject to claims which could take priority over those of Twelve Seas’ Public Shareholders exercising Redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal will have no impact on the amount you will receive upon exercise of your Redemption rights.

   

If you wish to exercise your Redemption rights but initially do not check the box on the proxy card providing for the exercise of your Redemption rights and do not send a written request to Twelve Seas to exercise your Redemption rights, you may request that Twelve Seas send you another proxy card on which you may indicate your intended vote or your intention to exercise your Redemption rights. You may make such request by contacting Twelve Seas at the phone number or address listed at the end of this section.

   

Any request for Redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Meeting. If you deliver your shares for Redemption to Twelve Seas’ transfer agent and later decide prior to the Meeting not to elect conversion, you may request that Twelve Seas’ transfer agent return the shares (physically or electronically). You may make such request by contacting Twelve Seas’ transfer agent at the phone number or address listed at the end of this section.

   

Any corrected or changed proxy card or written demand of Redemption rights must be received by Twelve Seas’ secretary prior to the vote taken on the Business Combination Proposal at the Meeting. No demand for Redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to Twelve Seas’ transfer agent at least two (2) business days prior to the vote at the Meeting.

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If a holder of Public Shares properly makes a demand for Redemption as described above, then, if the Business Combination is consummated, Twelve Seas will convert these shares into a pro rata portion of funds deposited in the Trust Account. If you exercise your Redemption rights, then you will be exchanging your ordinary shares of Twelve Seas for cash and will not be entitled to Pubco Ordinary Shares with respect to your ordinary shares of Twelve Seas upon consummation of the Business Combination. If the Business Combination is not approved or completed for any reason, then holders of Public Shares who elected to exercise their Redemption rights would not be entitled to convert their shares for the applicable pro rata share of the Trust Account. In such case, Twelve Seas will promptly return any shares delivered by public holders and such holders may only share in the assets of the Trust Account upon the liquidation of Twelve Seas. This may result in holders receiving less than they would have received if the Business Combination was completed and they exercised Redemption rights in connection therewith due to potential claims of creditors.

   

If you are a holder of Public Shares and you exercise your Redemption rights, it will not result in the loss of any Twelve Seas Warrants and Rights that you may hold. Your Warrants will become exercisable to purchase one Ordinary Share of Pubco in lieu of one ordinary share of Twelve Seas for a purchase price of $11.50 upon consummation of the Business Combination and your Rights will automatically be converted into one-tenth of an Ordinary Share of Pubco upon the consummation of the Business Combination.

Q. If I am a Warrant or Right holder, can I exercise Redemption rights with respect to my Warrants or Rights?

 

A.    No. The holders of Warrants and Rights have no Redemption rights with respect to such securities.

Q. If I am a Unit holder, can I exercise Redemption rights with respect to my Units?

 

A.    No. Holders of outstanding Units must separate the underlying ordinary shares, Warrants and Rights prior to exercising Redemption rights with respect to the Public Shares.

   

If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental Stock Transfer & Trust Company, Twelve Seas’ transfer agent, with written instructions to separate such Units into Public Shares, Rights and Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your Redemption rights upon the separation of the Public Shares from the Units. See “How do I exercise my Redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.

   

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, Twelve Seas’ transfer agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares, Rights and Warrants. This must be completed far enough in advance to permit your nominee to exercise your Redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your Redemption rights.

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Q. Do I have appraisal rights if I object to the proposed Business Combination?

 

A.    Neither Twelve Seas Unit holders, Warrant holders or Rights holders have appraisal rights in connection with the Business Combination under the Companies Law. Twelve Seas shareholders are entitled to give notice to Twelve Seas prior to the Meeting that they wish to dissent to the Business Combination to the effect of which would be that such dissenting shareholders would be entitled to the payment of fair market value of his or her shares of Twelve Seas if they follow the procedures set out in the Companies Law. It is Twelve Seas’ view that such fair market value would equal the amount which Twelve Seas shareholders would obtain if they exercise their Redemption rights as described herein.

Q. I am a Twelve Seas Warrant holder. Why am I receiving this proxy statement/prospectus?

 

A.    As a holder of Twelve Seas Warrants, you will be entitled to purchase one Ordinary Share of Pubco in lieu of one ordinary share of Twelve Seas at a purchase price of $11.50 upon consummation of the Business Combination. This proxy statement/prospectus includes important information about Pubco and the business of Pubco and its subsidiaries following consummation of the Business Combination. Since holders of Twelve Seas Warrants will become holders of warrants of Pubco and may become holders of Pubco Ordinary Shares upon consummation of the Business Combination, we urge you to read the information contained in this proxy statement/prospectus carefully.

Q. What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

 

A.    Of the net proceeds of Twelve Seas’ Initial Public Offering (including underwriters’ exercise of over-allotment option) and simultaneous private placements, a total of $207,000,000 was placed in the Trust Account immediately following the Initial Public Offering. After consummation of the Business Combination, the funds in the Trust Account will be used by Purchaser to pay holders of the Public Shares who exercise Redemption rights, to pay fees and expenses incurred in connection with the Business Combination with BPGIC (including fees of an aggregate of approximately $7.245 million to certain underwriters and finders in connection with the Business Combination), and to repay any loans owed by Twelve Seas to Sponsor. Any remaining funds will be paid to BPGIC (or as otherwise designated in writing by BPGIC to Twelve Seas prior to the Closing) and used for working capital and general corporate purposes of Pubco and/or BPGIC.

Q. What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their Redemption rights?

 

A.    Unlike some other blank check companies which require Public Shareholders to vote against a business combination in order to exercise their Redemption rights, Twelve Seas’ Public Shareholders may vote in favor of the Business Combination and exercise their Redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are substantially reduced as a result of Redemption by Public Shareholders. However, the Business Combination will not be consummated if, upon the consummation of the Business Combination, Twelve Seas does not have at least $5,000,001 net tangible assets after giving effect to payment of amounts that Twelve Seas will be required to pay to redeeming shareholders upon consummation of the Business Combination and the proceeds from any private placement investment, and Closing Net Cash of $125 million of Pubco and Twelve Seas at Closing. As a result, based on the current expected Twelve Seas cash and expenses and liabilities at Closing, holders of no more than approximately 7.6 million Public Shares of Twelve Seas (or approximately 29.5% of the total outstanding ordinary shares of Twelve Seas) could seek Redemption of their shares without triggering BPGIC’s right to terminate the Business Combination Agreement. Also, with fewer public shares and public shareholders, the trading market for Pubco’s Ordinary Shares may be less liquid than the market for Twelve Seas’ ordinary shares were prior to the Merger and Pubco may not be able to meet the listing standards for NASDAQ or another national securities exchange. In addition, with fewer funds available from the Trust Account, the working capital infusion from the Trust Account into BPGIC’s business will be reduced.

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Q. What happens if the Business Combination is not consummated?

 

A.    If Twelve Seas does not complete the Business Combination with BPGIC or another business combination by December 22, 2019, Twelve Seas must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (currently anticipated to be approximately $10.32).

Q. When do you expect the Business Combination to be completed?

 

A.    It is currently anticipated that the Business Combination will be consummated promptly following the Twelve Seas meeting which is set for December 17, 2019; however, such meeting could be adjourned, as described above. For a description of the conditions for the completion of the Business Combination, see the section entitled “The Business Combination Agreement — Conditions to the Closing of the Business Combination.”

Q. What do I need to do now?

 

A.    Twelve Seas urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder and/or Warrant holder of Twelve Seas. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

 Q. How do I vote?

 

A.    If you are a holder of record of ordinary shares of Twelve Seas on the Record Date, you may vote in person at the Meeting or by submitting a proxy for the Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Q. If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A.    As disclosed in this proxy statement/prospectus, your broker, bank or nominee cannot vote your shares on the Business Combination Proposal or the Merger Proposal unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Your broker, bank or nominee can vote your shares on the Share Issuance Proposal without instructions.

Q. May I change my vote after I have mailed my signed proxy card?

 

A.    Yes. Shareholders may send a later-dated, signed proxy card to Twelve Seas’ secretary at the address set forth below so that it is received by Twelve Seas’ Chief Executive Officer prior to the vote at the Meeting or attend the Meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to Twelve Seas’ Chief Executive Officer, which must be received by Twelve Seas’ Chief Executive Officer prior to the vote at the Meeting.

Q. What happens if I fail to take any action with respect to the Meeting?

 

A.    If you fail to take any action with respect to the Meeting and the Business Combination is approved by shareholders and consummated, you will become a shareholder and/or warrant holder of Pubco. If you fail to take any action with respect to the Meeting and the Business Combination is not approved, you will continue to be a shareholder and/or Warrant holder of Twelve Seas.

Q. What should I do with my shares and/or warrants certificates?

 

A.    Twelve Seas Warrant holders should not submit their Warrant certificates now and those shareholders who do not elect to have their Twelve Seas shares converted into the pro rata share of the Trust Account should not submit their share certificates now. After the consummation of the Business Combination, Pubco’s transfer agent will send instructions to Twelve Seas security holders regarding the exchange of their Twelve Seas securities for Pubco securities. Twelve Seas shareholders who exercise their Redemption rights must deliver their stock certificates to Twelve Seas’ transfer agent (either physically or electronically) at least two (2) business days prior to the vote at the Meeting.

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Q. What should I do if I receive more than one set of voting materials?

 

A.    Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Twelve Seas shares.

Q. Who can help answer my questions?

 

A.    If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

   

Stephen N. Cannon
Twelve Seas Investment Company
135 East 57th Street, 18th Floor
New York, New York 10022
Email: steve@twelveseascapital.com

   

Or:

   

Karen Smith
Advantage Proxy, Inc.
PO Box 13581
Des Moines, WA 98198
Email: ksmith@advantageproxy.com
Toll Free: 1-877-870-8565
Collect: 1-206-870-8565

   

You may also obtain additional information about Twelve Seas from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek Redemption of your shares, you will need to deliver your stock (either physically or electronically) to Twelve Seas’ transfer agent at the address below at least two (2) business days prior to the vote at the Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

   

Mr. Mark Zimkind
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
E-mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Meeting, including the Business Combination Proposal, you should read this entire document carefully, including the Business Combination Agreement attached as Annex A to this proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the Merger and Share Exchange and the other transactions that will be undertaken in connection with the Business Combination. It is also described in detail in this proxy statement/prospectus in the section entitled “The Business Combination Agreement.”

The Parties

Twelve Seas

Twelve Seas is a blank check company formed in order to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities. Twelve Seas was incorporated under the laws of the Cayman Islands on November 30, 2017.

On June 22, 2018, Twelve Seas closed its Initial Public Offering of 18,000,000 Units, with each Unit consisting of one ordinary share, one Warrant to purchase one ordinary share at a purchase price of $11.50 following consummation of an initial business combination and one Right entitling the holder thereof to receive one-tenth (1/10) of one ordinary share upon the consummation of an initial business combination. On June 28, 2018, Twelve Seas consummated the sale of an additional 2,700,000 Units which were subject to an over-allotment option granted to the underwriters of its Initial Public Offering. The Units from the Initial Public Offering (including the over-allotment option) were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $207,000,000. Simultaneously with the consummation of the Initial Public Offering and the exercise of the underwriters’ over-allotment option, Twelve Seas consummated the private sale of 529,000 Units to its Initial Shareholders, in each case at $10.00 per Unit for an aggregate purchase price of $5,290,000. A total of $207,000,000 was deposited into the Trust Account and the remaining proceeds became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The Initial Public Offering was conducted pursuant to a registration statement on Form S-1 (Reg. No. 333-225352) that became effective on June 19, 2018. As of the date of this proxy statement/prospectus, there was approximately $213.3 million held in the Trust Account.

After consummation of the Business Combination, the funds in the Trust Account will be used by Purchaser to pay holders of the Public Shares who exercise Redemption rights, to pay fees and expenses incurred in connection with the Business Combination with BPGIC (including fees of an aggregate of approximately $7.245 million to certain underwriters and finders in connection with the Business Combination), and to repay any loans owed by Twelve Seas to Sponsor. Any remaining funds will be paid to BPGIC (or as otherwise designated in writing by BPGIC to Twelve Seas prior to the Closing) and used for working capital and general corporate purposes of Pubco and/or BPGIC.

EarlyBirdCapital, Inc. (“EBC”), in its role as investment banker to Twelve Seas, has provided Twelve Seas with advice and assistance in reviewing potential targets with which to consummate a business combination and arranging meetings with and preparing materials for investors in connection with the consummation of the Business Combination, as well as providing general advice with respect to special purpose acquisition company transactions.

Twelve Seas Units, ordinary shares, Warrants and Rights are listed on NASDAQ under the symbols “BROGU,” “BROG,” “BROGW,” and “BROGR,” respectively.

The mailing address of Twelve Seas’ principal executive office is 135 East. 57th Street, 18th Floor, New York, New York. After the consummation of the Business Combination, it will become a wholly-owned subsidiary of Pubco.

Pubco

Pubco was incorporated on April 12, 2019 solely for the purpose of effectuating the Business Combination described herein. Pubco was incorporated under the laws of the Cayman Islands as an exempted company. Pubco owns no material assets and does not operate any business.

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Prior to the consummation of the Business Combination, the sole director and shareholder of Pubco is Meclomen Maramot.

The mailing address of Pubco’s registered office is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. After the consummation of the Business Combination, its principal executive office will be that of BPGIC, located at P.O. Box 50170, Fujairah, UAE and its telephone number is +971 2 633 3149.

BPGIC

BPGIC is an oil storage and service provider strategically located in the Port of Fujairah in the Emirate of Fujairah in the UAE. BPGIC’s vision is to develop an oil storage business that differentiates itself from competitors by providing its customers with fast order processing times, excellent customer service and high accuracy blending services with low oil losses. BPGIC has a 60-year lease of land for its operations located in close proximity to the Port of Fujairah’s berth connection points and is initially developing its terminal in phases. Phase I commenced operations in December 2017, Phase II is currently under construction, and Phase III is currently in the initial planning stage.

The mailing address of BPGIC’s principal executive office is P.O. Box 50170, Fujairah, UAE and its telephone number is +971 2 633 3149.

Merger Sub

Merger Sub was incorporated on April 12, 2019 solely for the purpose of effectuating the Business Combination described herein. Merger Sub was incorporated under the laws of the Cayman Islands as an exempted company. Merger Sub owns no material assets and does not operate any business.

Prior to the consummation of the Business Combination, the sole director of Merger Sub is Meclomen Maramot, and the sole shareholder of Merger Sub is Pubco.

The mailing address of Merger Sub’s registered office is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. After the consummation of the Business Combination, its principal executive office will be that of BPGIC, located at P.O. Box 50170, Fujairah, UAE and its telephone number is +971 2 633 3149.

Seller

Seller is an exempted company formed under the laws of the Cayman Islands that owns 100% of the outstanding equity interests of BPGIC.

The mailing address of Seller’s principal executive office is P.O. Box 50170, Fujairah, UAE and its telephone number is +971 2 633 3149.

The Business Combination Proposal

The Business Combination Agreement provides for a business combination transaction by means of (i) the Merger of Twelve Seas with Merger Sub, with Twelve Seas surviving and each of the former security holders of Twelve Seas receiving securities of Pubco, with Pubco becoming a new public company and (ii) the exchange of 100% of the outstanding ordinary shares of BPGIC by Seller for Ordinary Shares of Pubco.

On April 15, 2019, Twelve Seas entered into the Business Combination Agreement with Pubco, Merger Sub, BPGIC and the shareholders of BPGIC who would become parties thereto.

On May 10, 2019, Brooge Petroleum and Gas Investment Company (BPGIC) PLC (“BPGIC PLC”), the sole shareholder of BPGIC, became party to the Business Combination Agreement by execution of a joinder thereto.

Subsequently, as part of a reorganization, BPGIC PLC transferred 100% of the issued and outstanding ordinary shares of BPGIC to BPGIC Holdings Limited, a Cayman Islands exempted company (the “Seller”), and BPGIC Holdings Limited executed and delivered to Twelve Seas, BPGIC, Pubco and BPGIC PLC a joinder agreement to become party to the Business Combination Agreement, and assume BPGIC PLC’s rights and obligations, as the “Seller” party thereunder (the “Joinder”).

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Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the Closing of the Transactions contemplated by the Business Combination Agreement, Twelve Seas will merge with Merger Sub, with Twelve Seas continuing as the surviving entity and with holders of Twelve Seas securities receiving securities of Pubco, and Pubco will acquire all of the issued and outstanding ordinary shares of BPGIC from the Seller in exchange for Ordinary Shares of Pubco, with BPGIC becoming a wholly-owned subsidiary of Pubco (the “Share Exchange”).

The total consideration to be paid by Pubco to the Seller for the purchased shares will be 100,000,000 Pubco Ordinary Shares, subject to reduction to the extent that an election is made by BPGIC for the Seller to have the option to receive a portion of the consideration in cash, and the Seller elects to do so (as so reduced, the “Exchange Shares”); except that 20,000,000 of the Exchange Shares otherwise issuable to the Seller at the Closing will be set aside in escrow until released upon the satisfaction of certain financial milestones and share price targets. For a detailed discussion on calculation of the number of Pubco shares to be received by holders of BPGIC securities in connection with the Business Combination, please see the section titled “The Business Combination Proposal — The Business Combination Agreement and Related Agreements.”

In addition to the approval of the Business Combination Proposal, unless waived by the parties to the Business Combination Agreement, in accordance with applicable law, the Closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement including, among others, receipt of the requisite shareholder approval contemplated by this proxy statement/prospectus. For more information about the closing conditions to the Business Combination, see the section titled “Business Combination Proposal — Conditions to Closing of the Business Combination.”

Pursuant to the Business Combination Agreement, prior to the consummation of the Business Combination, the board of directors and shareholders of Pubco will amend and restate Pubco’s memorandum and articles of association. The Amended and Restated Memorandum and Articles of Association will differ from Twelve Seas’ amended and restated memorandum and articles of association in multiple aspects, including: (i) the name of the new public entity will be “Brooge Holdings Limited” as opposed to “Twelve Seas Investment Company”; (ii) Pubco will have 450,000,000 authorized Ordinary Shares and 50,000,000 authorized preferred shares, as opposed to Twelve Seas having 200,000,000 authorized ordinary shares and 2,000,000 authorized preferred shares; (iii) Pubco’s corporate existence will be perpetual as opposed to Twelve Seas’ corporate existence terminating if a business combination is not consummated by Twelve Seas within a specified period of time; and (iv) Pubco’s Constitutional Documents do not include the various provisions applicable only to special purpose acquisition companies that Twelve Seas’ amended and restated memorandum and articles of association contains. For more information about Pubco’s Amended and Restated Memorandum and Articles of Association, please see the section entitled “The Business Combination Proposal — Pubco’s Amended and Restated Memorandum and Articles of Association” and a copy of the Amended and Restated Memorandum and Articles of Association of Pubco is attached hereto as Annex B.

The Merger Proposal

As part of the Business Combination, the shareholders of Twelve Seas will vote on the Merger of Twelve Seas with Merger Sub, with Twelve Seas being the surviving company and all the undertaking, property and liabilities of Merger Sub vest in Twelve Seas by virtue of such Merger pursuant to the Companies Law and the Plan of Merger attached hereto as Annex C. See the section titled “The Merger Proposal.”

The Share Issuance Proposal

NASDAQ listing rules require that its listed companies obtain shareholder approval for issuances of securities in excess of 20% of its issued and outstanding voting stock prior to the issuance. In connection with the approval of the Business Combination Proposal, Twelve Seas’ shareholders will be asked to consider and vote upon a proposal to approve, for purposes of complying with applicable NASDAQ listing rules, the issuance of securities in excess of 20% of Twelve Seas’ issued and outstanding ordinary shares. Please see the section entitled “The Share Issuance Proposal.”

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The Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the Meeting to authorize Twelve Seas to consummate the Business Combination (because the Business Combination Proposal and the Merger Proposal are not approved or Twelve Seas would have less than $5,000,001 of net tangible assets immediately prior to Closing after taking into account the holders of the Public Shares that have properly elected to redeem their Public Shares or Pubco and Twelve Seas would have less than $125,000,000 of Closing Net Cash at Closing), Twelve Seas’ board of directors may submit a proposal to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation of proxies. Please see the section entitled “The Adjournment Proposal.”

Twelve Seas Initial Shareholders

As of November 15, 2019, the Record Date for the Meeting, Twelve Seas’ Initial Shareholders, including its Sponsor, beneficially owned and are entitled to vote an aggregate of 5,175,000 Founder Shares that were issued prior to Twelve Seas’ Initial Public Offering. The Sponsor also purchased an aggregate of 529,000 Private Placement Units simultaneously with the consummation of the Initial Public Offering. The Founder Shares and shares underlying the Private Placement Units currently constitute approximately 21.3% of the outstanding ordinary shares of Twelve Seas. The Initial Shareholders have agreed to forfeit 1,035,000 Founder Shares at the Closing.

In connection with the Initial Public Offering, each of Twelve Seas’ Sponsor, officers and directors agreed to vote the Founder Shares, the shares included in the Private Placement Units, as well as any ordinary shares acquired in the aftermarket, in favor of the Business Combination Proposal. Twelve Seas’ Sponsor, officers and directors have also indicated that they intend to vote their shares in favor of all other proposals being presented at the Meeting. The Founder Shares and shares included in the Private Placement Units have no Redemption rights in the event of a business combination and will be worthless if no business combination is effected by Twelve Seas. In connection with the Initial Public Offering, the Twelve Seas Initial Shareholders entered into an escrow agreement pursuant to which their Founder Shares are held in escrow and may not be transferred (subject to limited exceptions) until with respect to 50% of the Founder Shares, the earlier of one year after the date of the consummation of an initial business combination and the date on which the closing price of Twelve Seas’ ordinary shares exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of an initial business combination and, with respect to the remaining 50% of the Founder Shares, one year after the date of the consummation of an initial business combination, or earlier in each case if, subsequent to Twelve Seas’ initial business combination, it consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its shareholders having the right to exchange their ordinary shares for cash, securities or other property (which escrow arrangements will be transferred to Pubco at the Closing of the Business Combination).

Date, Time and Place of the Extraordinary General Meeting of Twelve Seas

The Meeting will be held at 10:00 a.m., Eastern time, on December 17, 2019, at the offices of Ellenoff Grossman & Schole LLP, Twelve Seas’ counsel, at 1345 Avenue of the Americas, 11th Floor, New York, NY 10105, to consider and vote upon the Business Combination Proposal, the Merger Proposal, the Share Issuance Proposal and/or if necessary, the Adjournment Proposal to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, Twelve Seas is not authorized to consummate the Business Combination.

Voting Power; Record Date

Shareholders will be entitled to vote or direct votes to be cast at the Meeting if they owned ordinary shares of Twelve Seas at the close of business on November 15, 2019, which is the Record Date for the Meeting. Shareholders will have one vote for each ordinary share of Twelve Seas owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Twelve Seas Warrants and Rights do not have voting rights. On the Record Date, there were 26,779,000 ordinary shares outstanding, of which 20,700,000 were Public Shares with the rest being held by the Twelve Seas Initial Shareholders and EBC.

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Quorum and Vote of Twelve Seas Shareholders

A quorum of Twelve Seas shareholders is necessary to hold a valid meeting. A quorum will be present at the Twelve Seas meeting if the holders of a majority of the outstanding shares entitled to vote at the Meeting are represented in person or by proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the proposals. The Twelve Seas Initial Shareholders hold approximately 21.3% of the outstanding ordinary shares of Twelve Seas. Such shares, as well as any ordinary shares acquired in the aftermarket by the Initial Shareholders, will be voted in favor of the proposals presented at the Meeting. The proposals presented at the Meeting will require the following votes:

•        Pursuant to Twelve Seas’ amended and restated memorandum and articles of association, the approval of the Business Combination Proposal will require an “Ordinary Resolution” as a matter of Cayman Islands law. There are currently 26,779,000 ordinary shares of Twelve Seas outstanding, of which 20,700,000 are Public Shares.

•        Pursuant to Twelve Seas’ amended and restated memorandum and articles of association, the approval of the Merger Proposal will require a “Special Resolution” as a matter of Cayman Islands law.

•        The approval of the Share Issuance Proposal will require an “Ordinary Resolution” as a matter of Cayman Islands law.

•        The approval of the Adjournment Proposal will require an “Ordinary Resolution” as a matter of Cayman Islands law.

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the Business Combination Proposal, the Merger Proposal, the Share Issuance Proposal and the Adjournment Proposal (if presented).

In addition, if the Business Combination Proposal is not approved, the other proposals (other than the Adjournment Proposal) will not be presented to the shareholders for a vote.

Redemption Rights

Pursuant to Twelve Seas’ amended and restated memorandum and articles of association, a holder of Public Shares may demand that Twelve Seas convert such shares into cash if the Business Combination is consummated. Holders of Public Shares (whether or not they are holders on the Record Date) will be entitled to receive cash for these shares only if they demand that Twelve Seas convert their shares into cash no later than 5:00 p.m. Eastern Time on December 13, 2019 (two (2) business days prior to the vote at the Meeting) by (A) (i) checking the box on the proxy card, or (ii) by submitting their request in writing to Mark Zimkind of Continental Stock Transfer & Trust Company and (B) delivering their stock to Twelve Seas’ transfer agent physically or electronically using the Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System. If the Business Combination is not completed, these shares will not be converted into cash at this time in connection with the Business Combination. In such case, Twelve Seas will promptly return any shares delivered by public holders for Redemption and such holders may only share in the assets of the Trust Account upon the liquidation of Twelve Seas. This may result in holders receiving less than they would have received if the Business Combination was completed and they had exercised their Redemption rights in connection therewith due to potential claims of creditors. If a holder of Public Shares properly demands Redemption, Twelve Seas will convert each Public Share into a full pro rata portion of the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of November 15, 2019, the Record Date, this would amount to approximately $10.30 per share. If a holder of Public Shares exercises its Redemption rights, then it will be exchanging its ordinary shares of Twelve Seas for cash and will no longer own the shares. See the section entitled “Extraordinary General Meeting of Twelve Seas Shareholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to convert your shares into cash.

The Business Combination will not be consummated if Twelve Seas will have net tangible assets of less than $5,000,001 after taking into account holders that have properly demanded Redemption of their Public Shares, upon the consummation of the Business Combination, into cash and the proceeds of any private placement. BPGIC, Pubco, Merger Sub and the Seller are not obligated to consummate the transaction if Pubco and Twelve Seas will have Closing Net Cash of less than $125,000,000 as of the Closing, taking into account Redemptions of Public Shares and the proceeds of any private placement.

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Holders of Twelve Seas Warrants and Rights will not have Redemption rights with respect to such securities.

Appraisal Rights

Holders of Twelve Seas Units, Warrants and Rights do not have appraisal rights in connection with the Business Combination under the Companies Law. Twelve Seas shareholders are entitled to give notice to Twelve Seas prior to the Meeting that they wish to dissent to the Business Combination, the effect of which would be that such dissenting shareholders would be entitled to the payment of fair market value of his or her shares of Twelve Seas if they follow the procedures set out in the Companies Law. It is Twelve Seas’ view that such fair market value would equal the amount which Twelve Seas shareholders would obtain if they exercise their Redemption rights as described herein.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Twelve Seas has engaged Advantage Proxy, Inc. (“Advantage”) to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of Twelve Seas Shareholders — Revoking Your Proxy.”

Interests of Twelve Seas’ Directors and Officers in the Business Combination

When you consider the recommendation of Twelve Seas’ board of directors in favor of approval of the Business Combination Proposal, you should keep in mind that Twelve Seas’ Initial Shareholders, including its directors and executive officers, have interests in such proposal that are different from, or in addition to, your interests as a shareholder, Warrant holder or Rights holder. These interests include, among other things:

•        If the Business Combination with BPGIC or another business combination is not consummated by December 22, 2019, Twelve Seas will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In such event, the 5,175,000 Founder Shares held by Twelve Seas’ Initial Shareholders, including its directors and officers, which were acquired for an aggregate purchase price of $25,000 prior to Twelve Seas’ Initial Public Offering, would be worthless because Twelve Seas’ Initial Shareholders are not entitled to participate in any Redemption or distribution with respect to such shares. As part of the Business Combination, Twelve Seas’ Initial Shareholders agreed to forfeit 1,035,000 Founder Shares, which would be cancelled. As a result, Twelve Seas’ Initial Shareholders would retain 4,140,000 Founder Shares. Such shares had an aggregate market value of approximately $42.3 million based upon the closing price of $10.22 per share on NASDAQ on September 19, 2019.

•        Twelve Seas’ Initial Shareholders purchased an aggregate of 529,000 Private Placement Units from Twelve Seas for an aggregate purchase price of $5,290,000 (or $10.00 per Unit). These purchases took place on a private placement basis simultaneously with the consummation of the Initial Public Offering and over-allotment option. All of the proceeds Twelve Seas received from these purchases were placed in the Trust Account. Such Units had an aggregate market value of $5.7 million based upon the closing price of $10.77 per Unit on NASDAQ on September 19, 2019. The purchasers of the Private Placement Units waived the right to participate in any Redemption or liquidation distribution with respect to such Private Placement Units. Accordingly, the Twelve Seas shares, Warrants and Rights underlying the Private Placement Units will become worthless if Twelve Seas does not consummate a business combination by December 22, 2019 (as will the Twelve Seas Warrants and Rights held by Public Shareholders).

•        The total market value of the Twelve Seas’ directors’ current equity ownership in Twelve Seas ordinary shares and Units, based on the closing price of $10.22 per ordinary share and $10.77 per Unit on the NASDAQ as of September 19, 2019, is approximately $1.0 million.

•        If Twelve Seas is unable to complete a business combination within the required time period, the Initial Shareholders will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Twelve Seas for services rendered or contracted for or products sold to Twelve Seas, but only if such a vendor or target business has not executed a waiver.

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•        Twelve Seas’ Initial Shareholders, including its officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Twelve Seas’ behalf, such as identifying and investigating possible business targets and business combinations. However, if Twelve Seas fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Twelve Seas may not be able to reimburse these expenses if the Business Combination with BPGIC or another business combination is not completed by December 22, 2019. As of the date of this proxy statement/prospectus, there is $60,175 of unpaid reimbursable expenses.

•        Since its inception, the Sponsor has made loans from time to time to Twelve Seas to fund certain capital requirements. As of the date of this proxy statement/prospectus, an aggregate of $700,000 principal amount of these loans is outstanding. $500,000 of the loans are evidenced by non-interest-bearing notes that are convertible at the Sponsor’s election upon Closing into Units of Twelve Seas at a price of $10.00 per Unit or otherwise to be repaid promptly upon Closing. The remaining $200,000 of the loans are evidenced by non-interest-bearing notes that are non-convertible and to be repaid promptly upon Closing.

At any time prior to the Meeting, during a period when they are not then aware of any material nonpublic information regarding Twelve Seas or its securities, the Twelve Seas Initial Shareholders, or BPGIC’s shareholder and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal or the Merger Proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire ordinary shares of Twelve Seas or vote their shares in favor of the Business Combination Proposal and the Merger Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the shareholders of Twelve Seas approve the Business Combination Proposal and the Merger Proposal, when it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of the shares, including the granting of put options and the transfer to such investors or holders of shares or Warrants owned by the Twelve Seas Initial Shareholders for nominal value.

Entering into any such arrangements may have a depressive effect on Twelve Seas’ ordinary shares. For example, as a result of these arrangements, an investor or holder may have to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and other proposals to be presented at the Meeting and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it more likely that Twelve Seas will have in excess of the required amount of net assets and Closing Net Cash available to consummate the Business Combination as described above.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Twelve Seas will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal, the Merger Proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Recommendation to Shareholders

Twelve Seas’ board of directors believes that the Business Combination Proposal and the other proposals to be presented at the Meeting are fair to and in the best interest of Twelve Seas’ shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the Share Issuance Proposal, and, if presented, “FOR” the Adjournment Proposal.

Conditions to the Closing of the Business Combination

The obligations of each party to consummate the Business Combination are subject to the satisfaction or waiver of customary conditions and Closing deliverables, including (1) the registration statement having been declared and

22

remaining effective, (2) Twelve Seas’ shareholders having approved each of the proposals (except the Adjournment Proposal) set forth herein at the Meeting in accordance with the registration statement, (3) receipt by BPGIC and its shareholders of all requisite material consents to consummate the Transactions, including consents and approval of shareholders, any governmental authorities and third parties, including ASMA Capital; (4) the consents required to be obtained or made from any third party (other than a governmental authority) in order to consummate the transactions contemplated by the Business Combination Agreement, that are set forth in a schedule thereto, shall have been obtained or made; (5) expiration of any waiting period under applicable antitrust laws; (6) receipt with respect to Twelve Seas, Pubco and Merger Sub of requisite consents from governmental authorities to consummate the Transactions (7) there shall be no pending action brought by a third party non-affiliate to enjoin or otherwise restrict the consummation of the Closing, (8) upon the Closing, after giving effect to the completion of Twelve Seas’ Redemption of its Public Shareholders and any private placement financing, Twelve Seas shall have net tangible assets of at least $5,000,001, (9) the parties’ respective representations and warranties shall be true and correct as of the closing date (subject to certain materiality qualifiers), (10) each of the parties shall have performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under the Business Combination Agreement to be performed or complied with by it on or prior to the Closing Date, (11) no event having occurred since the date of the Business Combination Agreement resulting in a material adverse effect upon the business, assets, liabilities, results of operations, prospects or condition of the other party and its subsidiaries, taken as a whole, or the other party’s ability to consummate the transactions contemplated by the Business Combination Agreement and ancillary documents on a timely basis (subject in each case to customary exceptions) (a “Material Adverse Effect”), which is continuing and uncured, and (12) the Closing Net Cash must be at least $125 million. The obligation of Twelve Seas, to consummate the Transactions is also subject to the satisfaction or waiver or certain additional conditions, including the receipt of certain employment agreements, terminations of certain agreements and resignations of Twelve Seas officers and directors prior to Closing. In addition, each party shall have received duly executed copies of the various related agreements (as described below) in the forms attached to the Business Combination Agreement.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse merger in accordance with International Financial Reporting Standards as adopted by the International Accounting Standards Board (“IFRS”). Under this method of accounting, Twelve Seas will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the following factors: (i) BPGIC’s existing operations will comprise the ongoing operations of the combined company, (ii) BPGIC’s senior management will comprise the senior management of the combined company, and (iii) the former owners and management of BPGIC will have control of the board of directors after the Business Combination by virtue of being able to appoint a majority of the directors of the combined company. In accordance with guidance applicable to these circumstances, the Business Combination will be treated as the equivalent of BPGIC issuing shares for the net assets of Twelve Seas, accompanied by a recapitalization. The net assets of Twelve Seas will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of BPGIC.

Regulatory Matters

The Business Combination Agreement and the transactions contemplated by the Business Combination Agreement are not subject to any additional federal or state regulatory requirement or approval, except for filings with the Registrar of Companies of the Cayman Islands necessary to effectuate the transactions contemplated by the Business Combination Agreement.

Risk Factors

In evaluating the proposals to be presented at the Meeting, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”

23

SELECTED HISTORICAL FINANCIAL INFORMATION

In this section, references to “BPGIC” are intended to refer to Brooge Petroleum And Gas Investment Company FZE, unless the context clearly indicates otherwise.

Twelve Seas

Twelve Seas is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

Twelve Seas’ balance sheet data as of September 30, 2019 and statement of operations data for the nine months ended September 30, 2019 are derived from Twelve Seas’ unaudited financial statements included elsewhere in this proxy statement/prospectus. Twelve Seas’ balance sheet data as of December 31, 2018 and statement of operations data for the fiscal year ended December 31, 2018 are derived from Twelve Seas’ audited financial statements included elsewhere in this proxy statement/prospectus. The financial statements of Twelve Seas are stated in US dollars (US$).

The information in this section is only a summary and should be read in conjunction with each of Twelve Seas’ financial statements and related notes and “Other Information Related to Twelve Seas — Twelve Seas’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of Twelve Seas.

BALANCE SHEETS

 


December 31

 

September 30
2019
Unaudited

   

2017

 

2018

 
   

(USD)

 

(USD)

 

(USD)

Assets

   

 

       

Cash

 

1,500

 

 

252,927

 

43,368

Prepaid assets

 

 

 

15,000

 

20,133

Deferred offering costs

 

173,437

 

 

 

Total Current Assets

 

174,937

 

 

267,927

 

63,501

     

 

       

Cash and securities held in Trust Account

 

 

 

209,228,292

 

212,845,645

Total assets

 

174,937

 

 

209,496,219

 

212,909,146

     

 

       

Liabilities and Shareholders’ Equity

   

 

       

Accounts payable and accrued expense

 

131,950

 

 

65,603

 

185,620

Deferred legal fees

 

 

 

29,613

 

562,303

Due to related parties

 

 

 

124,293

 

71,672

Due to Sponsor

 

46,500

 

 

 

500,000

Total current liabilities

 

178,450

 

 

219,509

 

1,319,595

     

 

       

Commitments

   

 

       

Ordinary shares subject to possible redemption

 

 

 

204,276,700

 

206,589,550

     

 

       

Shareholders’ Equity (Deficit):

   

 

       

Preferred shares

 

 

 

 

Ordinary shares

 

431

 

 

635

 

612

Additional paid-in capital

 

24,569

 

 

3,194,541

 

881,714

Accumulated earnings (deficit)

 

(28,513

)

 

1,804,834

 

4,117,675

Total shareholders’ equity (deficit)

 

(3,513

)

 

5,000,010

 

5,000,001

Total Liabilities and Shareholders’ Equity

 

174,937

 

 

209,496,219

 

212,909,146

24

STATEMENTS OF OPERATIONS

 

Year ended
December 31
2018

 

Nine months ended
September 30

   

2018
Unaudited

 

2019
Unaudited

   

(USD)

 

(USD)

 

(USD)

Formation and operating costs

 

394,961

 

212,614

 

1,304,512

Loss from operations

 

394,961

 

212,614

 

1,304,512

             

Other income

           

Dividend income

 

 

 

2,000,881

Interest income

 

2,228,308

 

1,122,633

 

1,616,472

Total other income

 

2,228,308

 

1,122,633

 

3,617,353

             

Net income

 

1,833,347

 

910,019

 

2,312,841

STATEMENTS OF CASH FLOWS

 

Year ended
December 31
2018

 

Nine months ended
September 30

   

2018
Unaudited

 

2019
Unaudited

   

(USD)

 

(USD)

 

(USD)

Cash Flows from Operating Activities:

   

 

   

 

   

 

Net income

 

1,833,347

 

 

910,019

 

 

2,312,841

 

Adjustments to reconcile net income (loss) to net cash used in operating activities:

   

 

   

 

   

 

Interest earned on investment held in Trust Account

 

(2,228,307

)

 

(1,122,633

)

 

154,618

 

Changes in current assets and current liabilities:

   

 

   

 

   

 

Prepaid assets

 

(15,000

)

 

(38,542

)

 

(5,133

)

Accounts payable and accrued expense

 

71,703

 

 

18,663

 

 

120,017

 

Deferred fees

 

 

 

 

 

532,690

 

Due to related parties

 

123,071

 

 

97,903

 

 

(52,621

)

Net cash used in operating activities

 

(215,186

)

 

(134,590

)

 

3,062,412

 

     

 

   

 

   

 

Cash Flows from Investing Activities:

   

 

   

 

   

 

Proceeds from sale and redemption of investment held in Trust Account

 

209,072,253

 

 

 

 

209,072,910

 

Purchase of investment held in Trust Account

 

(416,072,238

)

 

(206,999,990

)

 

(212,844,881

)

Net cash used in investing activities

 

(206,999,985

)

 

(206,999,990

)

 

(3,771,971

)

     

 

   

 

   

 

Cash Flows from Financing Activities:

   

 

   

 

   

 

Proceeds from sale of ordinary shares to Initial Shareholders

 

 

 

 

 

 

Proceeds from initial public offering, net of underwriters’ discount

 

203,400,000

 

 

203,400,000

 

 

 

Proceeds from private placement

 

4,750,000

 

 

4,750,000

 

 

 

Proceeds from Sponsor loan

 

253,500

 

 

253,500

 

 

500,000

 

Repayment of Sponsor loan

 

(300,000

)

 

(300,000

)

 

 

Payments of offering costs

 

(636,902

)

 

(636,902

)

 

 

Net cash provided by financing activities

 

207,466,598

 

 

207,466,598

 

 

500,000

 

     

 

   

 

   

 

Net Increase in Cash

 

251,427

 

 

332,018

 

 

(209,559

)

Cash – Beginning

 

1,500

 

 

1,500

 

 

252,927

 

Cash – Ending

 

252,927

 

 

333,518

 

 

43,368

 

25

BPGIC

BPGIC’s statement of financial position as of June 30, 2019, statements of comprehensive income for the six months ended June 30, 2018 and 2019, statements of changes in equity for the six months ended June 30, 2018 and 2019, and statements of cash flows for the six months ended June 30, 2018 and 2019 are derived from BPGIC’s unaudited interim condensed financial statements included elsewhere in this proxy statement/prospectus.

BPGIC’s statements of financial position as of December 31, 2017 and 2018, statements of comprehensive income for the years ended December 31, 2017 and 2018, statements of changes in equity for the years ended December 31, 2017 and 2018, and statements of cash flows for the years ended December 31, 2017 and 2018 are derived from BPGIC’s audited financial statements included elsewhere in this proxy statement/prospectus.

The financial statements of BPGIC are stated in United States dollars ($).

The information in this section is only a summary and should be read in conjunction with each of BPGIC’s financial statements and related notes and “BPGIC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of BPGIC.

STATEMENT OF COMPREHENSIVE INCOME

 

Year ended December 31

 

6-month period ended June 30

   

2017
(Restated)

 

2018

 

2018

 

2019

   

(USD)

 

(USD)

 

(USD)

 

(USD)

Revenue

 

89,593

 

 

35,839,268

 

 

13,796,112

 

 

22,042,687

 

Direct costs

 

(2,295,809

)

 

(9,607,360

)

 

(4,765,900

)

 

(4,955,436

)

Gross (loss) profit

 

(2,206,216

)

 

26,231,908

 

 

9,030,212

 

 

17,087,251

 

General and administrative
expenses

 

(574,266

)

 

(2,029,260

)

 

(1,048,846

)

 

(1,236,507

)

Finance costs

 

(966,926

)

 

(6,951,923

)

 

(3,318,895

)

 

(3,412,843

)

Change in fair value of derivative financial instruments

 

 

 

(1,190,073

)

 

 

 

(484,603

)

(Loss) profit and total comprehensive (loss) income for the year/period

 

(3,747,408

)

 

16,060,652

 

 

4,662,471

 

 

11,953,298

 

26

STATEMENT OF FINANCIAL POSITION

 

As December 31

 

As at June 30

   

2017
(Restated)

 

2018

 

2019

   

(USD)

 

(USD)

 

(USD)

ASSETS

   

 

       

Non-current assets

   

 

       

Property, plant and equipment

 

195,438,871

 

 

197,629,114

 

205,919,914

Advances to contractors

 

231,571

 

 

 

29,377,827

   

195,670,442

 

 

197,629,114

 

235,297,741

Current assets

   

 

       

Inventories

 

176,651

 

 

147,090

 

175,030

Trade and other receivables

 

 

 

2,123,077

 

4,613,412

Bank balances and cash

 

284,055

 

 

37,351

 

6,731,829

   

460,706

 

 

2,307,518

 

11,520,271

Total Assets

 

196,131,148

 

 

199,936,632

 

246,818,012

EQUITY AND LIABILITIES