UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2019
Commission File Number
BROOGE HOLDINGS LIMITED
(Translation of registrant’s name into English)
c/o Brooge Petroleum and Gas Investment Company FZE
P.O. Box 50170
Fujairah, United Arab Emirates
+971 2 633 3149
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR
DISCLAIMER
This report and the exhibits hereto do not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or pursuant to an exemption from registration requirements.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties concerning Brooge Petroleum and Gas Investment Company FZE’s (“BPGIC”) and Brooge Holdings Limited’s (“Pubco”) expected financial performance, as well as their strategic and operational plans. The actual results may differ materially from expectations, estimates and projections due to a number of risks and uncertainties and, consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These risks and uncertainties include, but are not limited to: (1) the loss of any end-users; (2) non-payment or non-performance by BPGIC’s principal customers or end-users (3) changes in customer demand with respect to ancillary services provided by BPGIC including throughput, blending, heating, and intertank transfers; (4) BPGIC’s ability to effectively manage the risks and expenses associated with the construction of Phase II and other growth and expansion projects; (5) the outcome of any legal proceedings that may be instituted against Twelve Seas Investment Company (“Twelve Seas”), BPGIC, Pubco or others relating to the consummation of the business combination; (6) the risk that the business combination disrupts current plans and operations as a result of the consummation of the transactions described herein; (7) the inability to recognize the anticipated benefits of the business combination; (8) the ability to maintain the listing of Pubco’s securities on NASDAQ following the business combination, including having the requisite number of shareholders; (9) costs related to the business combination; (10) changes in applicable laws or regulations; (11) the possibility that BPGIC may be adversely affected by other economic, business, and/or competitive factors; and (12) other risks and uncertainties indicated from time to time in filings with the SEC by Twelve Seas or Pubco. Readers are referred to the most recent SEC filings made by Twelve Seas and Pubco. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
CONTENTS
On December 20, 2019, the Company and Twelve Seas issued a press release announcing the consummation of the Business Combination. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release dated December 20, 2019. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: December 20, 2019
| BROOGE HOLDINGS LIMITED | ||
| By: | /s/ Lina S. Saheb | |
Name: Lina S. Saheb Title: Chief Strategy Officer | ||
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Exhibit 99.1
Twelve Seas and Brooge Holdings Announce Consummation of Business Combination
NEW YORK, Dec. 20, 2019 (GLOBE NEWSWIRE) -- Twelve Seas Investment Company (“Twelve Seas”) (NASDAQ: BROG), a company formed for the purpose of entering into a business combination, and Brooge Holdings Limited, a Cayman Islands exempted company (“Brooge Holdings”), announced today that they have consummated their previously announced business combination, pursuant to a business combination agreement, dated April 15, 2019 (as amended, the “Business Combination Agreement”) among Twelve Seas, Brooge Holdings and Brooge Petroleum and Gas Investment Company FZE (“BPGIC”), a United Arab Emirates (“UAE”) company in the oil storage and services business, and the other parties thereto. Pursuant to the Business Combination Agreement, each outstanding ordinary share of Twelve Seas has been exchanged for one (1) ordinary share of Brooge Holdings, each outstanding warrant of Twelve Seas has been exchanged for one warrant of Brooge Holdings, each outstanding right of Twelve Seas has been converted into one-tenth of an ordinary share of Brooge Holdings, rounded down to the nearest whole share, and each outstanding unit of Twelve Seas has been broken into its component parts and then exchanged for one (1) ordinary share of Brooge Holdings, one (1) warrant of Brooge Holdings and one-tenth of an ordinary share of Brooge Holdings.
Brooge Holdings’ ordinary shares and warrants will begin trading on the NASDAQ Stock Market on Monday, December 23, 2019, and shall assume the ticker symbols “BROG” and “BROGW”, respectively. Brooge Holdings will file reports and other documents with the Securities and Exchange Commission (“SEC”) as a foreign private issuer, and will report its financial information in accordance with International Financial Reporting Standards, as adopted by the International Accounting Standards Board.
Nicolaas Paardenkooper, the Chief Executive Officer of BPGIC, will hold the same position with Brooge Holdings and serve as a member of its board of directors. Similarly, Saleh Yammout, the Chief Financial Officer of BPGIC will hold the same position with Brooge Holdings and will serve as a member of its board of directors. The other members of the board of directors of Brooge Holdings shall include Dr. Yousef Alassaf, the Chairman of the board, Abu Bakar Chowdhury, Sa’eb El-Zein and Dr. Simon Madgwick. As of the closing of the business combination, none of the officers or directors of Twelve Seas shall hold any positions with Brooge Holdings or its affiliates.
EarlyBirdCapital, Inc. acted as financial advisor and Ellenoff Grossman & Schole LLP acted as legal counsel to Twelve Seas in this transaction. K&L Gates LLP acted as legal counsel to Brooge Holdings and BPGIC in this transaction.
About BPGIC
BPGIC was founded in 2013 to capitalize on an anticipated need for oil storage capacity at the Port of Fujairah, in the UAE, which was expected to become an important oil hub. Today, the Port of Fujairah is one of the most attractive storage hubs and a key strategic trading node globally. BPGIC’s management believes that BPGIC’s award winning state-of-the-art terminals offer the industry’s most advanced technologies, ensuring the highest level of service to clients. BPGIC is developing terminals in phases and aims to have a total capacity of 1 million m3 following the scheduled completion of the second phase of construction in Q2 2020. If Phase III is completed successfully as planned, BPGIC would become the largest oil storage and services business in Fujairah, almost double that of its nearest competitor in the Port of Fujairah.
BPGIC also focuses on value added services to its customers including: Blending, Heating, Inter-tank transfer and Throughput transfer. BPGIC is fully compliant with current environmental standards.
Following the closing of the business combination, BPGIC became a wholly-owned subsidiary of Brooge Holdings and will continue to be led by its current management team of Nicolaas Paardenkooper, as Chief Executive Officer, Saleh Yammout, as Chief Financial Officer, Lina Saheb, as Chief Strategy Officer, and they will be joined by Faisal El Selim, as Chief Marketing Officer. BPGIC will remain headquartered in Fujairah, UAE.
About Twelve Seas
Twelve Seas is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Twelve Seas was led by Chairman Neil Richardson, Chief Executive Officer Dimitri Elkin, Chief Operating Officer Bryant B. Edwards, President Stephen A. Vogel and Chief Financial Officer Stephen N. Cannon. Effective upon consummation of the business combination, all of the officers and directors of Twelve Seas resigned and Twelve Seas became a wholly-owned subsidiary of Brooge Holdings and changed its name to BPGIC International.
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Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties concerning the business combination, BPGIC’s and Brooge Holdings’ expected financial performance, as well as their strategic and operational plans. The actual results may differ materially from expectations, estimates and projections due to a number of risks and uncertainties and, consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These risks and uncertainties include, but are not limited to: (1) BPGIC’s inability to obtain additional land on which it can develop additional facilities on commercially attractive terms, including its ability to enter into a final lease agreement for the plot of land in the port of Fujairah where BPGIC currently plans to locate its Phase III facilities; (2) the loss of any end-users; (3) non-payment or non-performance by BPGIC’s principal customers or end-users (4) changes in customer demand with respect to ancillary services provided by BPGIC including throughput, blending, heating, and intertank transfers; (5) BPGIC’s ability to effectively manage the risks and expenses associated with the construction of Phase II and other growth and expansion projects; (6) the outcome of any legal proceedings that may be instituted against Twelve Seas, BPGIC, Brooge Holdings or others following announcement of the business combination agreement and the transactions contemplated therein; (7) the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; (8) the inability to recognize the anticipated benefits of the business combination; (9) the ability to obtain or maintain the listing of Brooge Holdings’ securities on NASDAQ following the business combination, including having the requisite number of shareholders; (10) costs related to the business combination; (11) changes in applicable laws or regulations; (12) the possibility that BPGIC may be adversely affected by other economic, business, and/or competitive factors; and (13) other risks and uncertainties indicated from time to time in filings with the SEC by Twelve Seas or Brooge Holdings. Readers are referred to the most recent reports filed with the SEC by Twelve Seas and Brooge Holdings. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
No Offer or Solicitation
This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption from such registration requirements.
No Assurances
There can be no assurance that the potential benefits of combining the companies will be realized. The description of the business combination and the transactions contemplated thereby contained herein is only a summary and is qualified in its entirety by the disclosures in the Registration Statement on Form F-4 which was initially filed by Brooge Holdings with the SEC on September 27, 2019, and was declared effective on November 22, 2019, and by the definitive agreements relating to the business combination, copies of which have been filed by Twelve Seas and Brooge Holdings with the SEC.
FOR INVESTOR AND MEDIA INQUIRIES, PLEASE CONTACT:
Investor
Relations
The Equity Group Inc.
Fred Buonocore – (212) 836-9607 / fbuonocore@equityny.com
Mike Gaudreau – (212) 836-9620 / mg@equityny.com
Brooge
Holdings Limited
Nicolaas Paardenkooper, Chief Executive Officer – +971 2 633 3149 / nico.paardenkooper@bpgic.com
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