Twelve Seas and Brooge Holdings Announce Shareholder Approval of Business Combination
December 19 2019 - 9:46PM
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 Twelve Seas held
an extraordinary meeting of its shareholders today and the
shareholders of Twelve Seas approved and adopted the 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, and
the transactions contemplated thereby (the “Business Combination
Proposal”). The Business Combination Proposal and each of the
other proposals voted on at the meeting were each approved by over
95% of the votes cast. The parties expect the closing of the
business combination to occur on December 20, 2019.
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. Twelve Seas’
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 contemplated by the Business Combination Agreement,
BPGIC 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 is 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.
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) the occurrence of any event, change or other
circumstances that could give rise to the termination of the
business combination agreement; (4) 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;
(5) the risk that the business combination disrupts current plans
and operations as a result of the announcement and consummation of
the transactions described herein; (6) the inability to recognize
the anticipated benefits of the business combination; (7) 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; (8) costs related to
the business combination; (9) changes in applicable laws or
regulations; (10) the possibility that BPGIC may be adversely
affected by other economic, business, and/or competitive factors;
and (11) other risks and uncertainties indicated from time to time
in filings with the Securities and Exchange Commission (“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
Twelve Seas Investment Company Stephen N. Cannon, Chief
Financial Officer info@twelveseascapital.com
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