Twelve Seas Investment Company (“Twelve Seas”) (NASDAQ: BROG), a
company formed for the purpose of entering into a business
combination, and Brooge Petroleum and Gas Investment Company FZE
(“BPGIC”), a United Arab Emirates (“UAE”) company in the oil
storage and services business, announced that, based on discussions
with certain investors and in order to provide further clarity to
the marketplace, Twelve Seas, Brooge Holdings Limited (“Brooge
Holdings”), BPGIC and BPGIC Holdings Limited, a Cayman Islands
exempted company (“Seller”) have agreed to irrevocably waive the
condition to closing contained in the Business Combination
Agreement dated April 15, 2019 (as amended, the “Business
Combination Agreement”) which requires the Closing Net Cash (as
defined in the Business Combination Agreement) to be at least
$125,000,000.
As previously disclosed, the Extraordinary
General Meeting of the shareholders of Twelve Seas to vote on the
business combination 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. 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 (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.
Important Information About the Business
Combination and Where to Find Additional Information
On September 27, 2019, Brooge Holdings initially
filed a Registration Statement on Form F-4 (as amended, the
“Registration Statement”) with the SEC, which included a
preliminary proxy statement of Twelve Seas and a prospectus in
connection with the proposed business combination. On
November 5, 2019, Brooge Holdings filed Amendment No. 1 to the
Registration Statement, on November 14, 2019, Brooge Holdings filed
Amendment No. 2 to the Registration Statement, on November 20,
2019, Brooge Holdings filed Amendment No. 3 to the Registration
Statement and on November 21, 2019, Brooge Holdings filed Amendment
No. 4 to the Registration Statement. The Registration Statement was
declared effective on November 22, 2019 and on November 25, 2019
Twelve Seas filed its definitive proxy statement (the “Definitive
Proxy Statement”) with the SEC. Twelve Seas has mailed the
Definitive Proxy Statement and other relevant documents to its
shareholders as of November 15, 2019, the record date for voting on
the business combination. Shareholders of Twelve Seas and other
interested persons are advised to read the Definitive Proxy
Statement, and any amendments thereto, in connection with Twelve
Seas’ solicitation of proxies for the special meeting to be held to
approve the business combination because these documents contain
important information about Twelve Seas, BPGIC, Brooge Holdings,
Seller and the business combination, including the merger of Twelve
Seas with a wholly-owned subsidiary of Brooge Holdings which will
result in the current security holders of Twelve Seas becoming
security holders of Brooge Holdings. Shareholders will also be able
to obtain copies of the Registration Statement and the related
proxy statement/prospectus, without charge, on the SEC’s website
at www.sec.gov or by directing a request to Twelve Seas by
contacting its Chief Financial Officer, Stephen N. Cannon, c/o
Twelve Seas Investment Company, 135 East 57th Street, 18th Floor,
New York, New York 10022, or at info@twelveseascapital.com.
Participants in the
Solicitation
Twelve Seas, Brooge Holdings, BPGIC, BPGIC’s
shareholder and their respective directors, executive officers,
other members of management and employees, under SEC rules, may be
deemed to be participants in the solicitation of proxies from the
shareholders of Twelve Seas in connection with the business
combination. Shareholders of Twelve Seas and other interested
persons may obtain more information regarding the names and
interests in the proposed Transaction of Twelve Seas’ directors and
officers in Twelve Seas’ filings with the SEC, including in the
Registration Statement (and in the related definitive proxy
statement/prospectus) and other relevant documents when they are
filed with the SEC.
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 inability to complete the business combination due to the
failure to obtain approval of the shareholders of Twelve Seas; (6)
the inability to complete the transactions contemplated by
the business combination agreement due to the failure to
obtain consents and approvals of BPGIC’s shareholders and investors
or other relevant third parties; (7) delays in obtaining, adverse
conditions contained in, or the inability to obtain necessary
regulatory approvals required to complete the transactions
contemplated by the business combination agreement; (8)
delays in satisfying in a timely manner the other conditions
contained in the business combination agreement; (9) the risk that
the business combination disrupts current plans and operations as a
result of the announcement and consummation of the transactions
described herein; (10) the inability to recognize the anticipated
benefits of the business combination; (11) 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; (12) costs related to the business
combination; (13) changes in applicable laws or regulations; (14)
the possibility that BPGIC may be adversely affected by other
economic, business, and/or competitive factors; and (15) 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 (i) a solicitation of a proxy,
consent or authorization with respect to any securities or in
respect of the business combination nor (ii) 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 proposed
business combination will be completed, nor can there be any
assurance that if the business combination is completed, 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 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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