UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 17, 2019
Twelve Seas Investment Company
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-38540 | Not Applicable | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
135 E. 57th St., 18th Floor
New York, New York 10022
(Address of principal executive offices, including Zip Code)
(917) 208-6200
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbols | Name of Each Exchange on Which Registered | ||
| Units, each consisting of one Ordinary Share, one Right and one Warrant | BROGU | The NASDAQ Stock Market LLC | ||
| Ordinary Shares, par value $0.0001 per share | BROG | The NASDAQ Stock Market LLC | ||
| Rights, exchangeable into one-tenth of one Ordinary Share | BROGR | The NASDAQ Stock Market LLC | ||
| Warrants, each exercisable for one Ordinary Share for $11.50 per share | BROGW | The NASDAQ Stock Market LLC |
ADDITIONAL INFORMATION
Brooge Holdings Limited, a Cayman Islands exempted company (“Pubco”), filed with the Securities and Exchange Commission (the “SEC”), a registration statement on Form F-4 (File No. 333-233964) on September 27, 2019 (as amended, the “Registration Statement”), which included a preliminary proxy statement of Twelve Seas Investment Company, a Cayman Islands exempted company (“Twelve Seas”), and a prospectus in connection with the proposed business combination transaction (the “Business Combination”) involving Twelve Seas, Pubco, Brooge Petroleum And Gas Investment Company FZE, a company formed under the laws of the Fujairah Free Zone, UAE (“BPGIC”) and BPGIC Holdings Limited, a Cayman Islands exempted company (“Seller”), pursuant to an assignment and joinder to the Business Combination Agreement (defined below), dated November 19, 2019. On November 5, 2019, Pubco filed Amendment No. 1 to the Registration Statement, on November 14, 2019, Pubco filed Amendment No. 2 to the Registration Statement, on November 20, 2019, Pubco filed Amendment No. 3 to the Registration Statement and on November 21, 2019, Pubco 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, Pubco, Seller and the Business Combination, including the merger of Twelve Seas with a wholly-owned subsidiary of Pubco which will result in the current security holders of Twelve Seas becoming security holders of Pubco. Shareholders can also 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.
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.
PARTICIPANTS IN THE BUSINESS COMBINATION
Twelve Seas, Pubco, BPGIC, Seller 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 Definitive Proxy Statement of Twelve Seas which was filed with the SEC on November 25, 2019, the final prospectus which was filed by Pubco with the SEC on November 25, 2019 and other relevant documents when they are filed with the SEC.
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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 the Business Combination, BPGIC’s and Pubco’s 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 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 part 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 by and between Twelve Seas, Pubco, Brooge Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco, BPGIC and Seller (the “Business Combination Agreement”); (4) the outcome of any legal proceedings that may be instituted against Twelve Seas, BPGIC, Pubco or others following announcement of the Business Combination Agreement and the transactions contemplated therein; (5) the inability to complete the transactions contemplated by the Business Combination Agreement 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 Pubco’s 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 Pubco. Readers are referred to the most recent reports filed with the SEC 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.
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
Stephen N. Cannon
Chief Financial Officer
Twelve Seas Investment Company
Email: info@twelveseascapital.com
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Item 8.01 Other Events.
On December 17, 2019, Twelve Seas issued a press release announcing that the extraordinary general meeting of shareholders in connection with Twelve Seas’ previously announced business combination with Brooge Petroleum and Gas Investment Company FZE, a United Arab Emirates company, which was scheduled to be held on December 17, 2019, was convened and then adjourned until December 19, 2019, extending the time shareholders have to reverse their redemption requests. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, Dated December 17, 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 hereunto duly authorized.
Date: December 18, 2019
| Twelve Seas Investment Company | ||
| By: | /s/ Stephen N. Cannon | |
| Stephen N. Cannon | ||
| Chief Financial Officer | ||
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Exhibit 99.1
Twelve Seas Announces Adjournment of Extraordinary General Meeting to December 19, 2019, Extending the Time for Shareholders to Reverse Redemption Requests
NEW YORK, Dec. 17, 2019 (GLOBE NEWSWIRE) — Twelve Seas Investment Company (“Twelve Seas”) (NASDAQ: BROG), a company formed for the purpose of entering into a business combination, announced that, on December 17, 2019, it convened and then adjourned, without conducting any business, the extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) in connection with Twelve Seas’ previously announced business combination with Brooge Petroleum and Gas Investment Company FZE (“BPGIC”), a United Arab Emirates (“UAE”) company (the “business combination”), which was scheduled to be held on December 17, 2019, until December 19, 2019, at 10:00 a.m. Eastern Time, at the offices of Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, NY 10105.
The Extraordinary General Meeting was adjourned as provided for in the definitive proxy statement relating to the Extraordinary General Meeting filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 25, 2019 and mailed to shareholders on November 26, 2019.
The adjournment provides an opportunity for any investors who submitted a valid request for redemption before 5:00 p.m., Eastern Time, on Friday, December 13, 2019, to reverse their redemption requests. To do so, the investor would ask their broker(s) to contact Twelve Seas’ stock transfer agent, Continental Stock Transfer & Trust Company, by email at mzimkind@continentalstock.com and request such reversal before 5:00 p.m., Eastern Time, on Wednesday December 18, 2019.
In addition, upon a closing of the business combination, each outstanding right of Twelve Seas (the ”Rights”) would be automatically exchanged for one-tenth (1/10) of an ordinary share of Brooge Holdings Limited, a Cayman Islands exempted company (“Brooge Holdings”), rounded down to the nearest whole share. Despite the expiration of the Rights by their terms on Sunday, December 22, 2019, purchases and sales of the Rights which occur prior to the close of trading on the closing date will be permitted to settle on or about Tuesday, December 24, 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.
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.
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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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