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 February, 2020
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.
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 (“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 ability to obtain financing for Phase III on commercially reasonable terms; (2) the loss of any 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, Phase III and other growth and expansion projects; and (5) other risks and uncertainties indicated from time to time in filings with or submissions to the SEC by Brooge Holdings. Readers are referred to the most recent reports filed with or furnished to the SEC by 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.
CONTENTS
On February 6, 2040, Brooge Holdings and BPGIC issued a press release announcing that BPGIC signed a land lease agreement with Fujairah Oil Industry Zone for a plot of land in the Port of Fujairah with a total area of approximately 450,000 m2. 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 February 6, 2020. |
1
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: February 6, 2020 | ||
| BROOGE HOLDINGS LIMITED | ||
| By: | /s/ Nicolaas L. Paardenkooper | |
| Name: Nicolaas L. Paardenkooper | ||
| Title: Chief Executive Officer | ||
2
Exhibit 99.1
BPGIC Signs a New Land Lease Agreement with Fujairah Oil Industrial Zone Nearly Tripling Its Land Area in Fujairah in a Firm Step Forward towards its Major Expansion Plans
NEW YORK, Feb. 6, 2020 (GLOBE NEWSWIRE): Brooge Holdings Limited (“Brooge Holdings”) (NASDAQ: BROG) and its wholly-owned subsidiary Brooge Petroleum and Gas Investment Company FZE (“BPGIC”), a Fujairah Free Zone Entity in the oil storage and services business announced today that BPGIC signed a land lease agreement with Fujairah Oil Industrial Zone (FOIZ) for a strategically located and prime plot of land with a total area of approximately 450,000 m2 on which BPGIC plans to develop its Phase III facility. BPGIC expects that Phase III alone could add storage and services capacity of up to three and half (3.5) times the size of BPGIC’s projected operations post-Phase II, which will be 1 million m3.
BPGIC intends to use the land to further increase its capacity for storage and refinery services by developing additional storage and refining capacity using the same award-winning technology, technical features and tank diversification as used in Phase I and Phase II. BPGIC’s initial studies indicate that the land could house up to approximately 3.5 million m3 of storage tanks and, potentially, a refinery with a capacity of up to 180,000 bbl per day. BPGIC is in discussions with potential collaborators for Phase III including several top global oil majors who expressed interest in collaborating on the Phase III facility and has a signed memorandum of understanding in place.
BPGIC believes that with the completion of the Phase III expansion as planned, it would become the largest oil storage and service provider in Fujairah.
Nicolaas Paardenkooper, Chief Executive Officer of both Brooge Holdings and BPGIC commented, “We are thrilled to announce that we have secured a lease for this strategic and sizeable plot of land in Fujairah Oil Industry Zone, which can accommodate additional capacity of over 3.5 times our facilities currently operating and under construction. When the Phase III expansion is completed, we expect to become the largest oil storage and service provider in the increasingly important FOIZ & Port of Fujairah.” BPGIC will require additional financing to fund the development of the Phase III facilities and plans to commence discussions with regards to the finance structure with potential financiers based on the outcome of the final studies in the near future. There can be no assurances that BPGIC will be able to obtain such financing on commercially reasonable terms.
About Brooge Holdings Limited
Brooge Holdings Limited is an exempted company incorporated under the laws of the Cayman Islands. Brooge Holdings conducts all of its business and operations through its wholly-owned subsidiary Brooge Petroleum and Gas Investment Company FZE, a Fujairah Free Zone Entity.
About Brooge Petroleum and Gas Investment Company FZE
Brooge Petroleum and Gas Investment Company FZE is an oil storage and service provider strategically located in FOIZ which is complemented by 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.
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 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 ability to obtain financing for Phase III on commercially reasonable terms; (2) the loss of any 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, Phase III and other growth and expansion projects; and (5) other risks and uncertainties indicated from time to time in filings with or submissions to the SEC by Brooge Holdings. Readers are referred to the most recent reports filed with or furnished to the SEC by 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.
Contact:
Nicolaas Pardenkooper
nico.paardenkooper@bpgic.com
+971 56 284 2828