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 19, 2019
BPGIC INTERNATIONAL
(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.) |
c/o Brooge Petroleum And Gas Investment Company FZE
P.O. Box 50170
Fujairah, United Arab Emirates
(Address of principal executive offices, including Zip Code)
+971 2 633 3149
(Registrant’s telephone number, including area code)
Twelve Seas Investment Company
135 E. 57th St., 18th Floor
New York, New York 10022
(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: N/A
Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously reported, on April 15, 2019, BPGIC International, formerly known as Twelve Seas Investment Company, a Cayman Islands exempted company (the “Company”), entered into a Business Combination Agreement, dated as of April 15, 2019 (as amended, including by the First Amendment to Business Combination Agreement, dated as of September 16, 2019, the “Business Combination Agreement”), by and among the Company, Brooge Holdings Limited, a Cayman Islands exempted company (“Brooge Holdings”), Brooge Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Brooge Holdings (“Merger Sub’), Brooge Petroleum And Gas Investment Company FZE, a company formed under the laws of Fujairah Free Zone, UAE (“BPGIC”), and BPGIC Holdings Limited, a Cayman Islands exempted company, pursuant to an Assignment and Joinder to Business Combination Agreement dated November 19, 2019 (as assignee of Brooge Petroleum and Gas Investment Company (BPGIC) PLC, a company formed under the laws of England and Wales, which became a party to the Business Combination Agreement pursuant to a Joinder to Business Combination Agreement dated as of May 10, 2019).
On December 19, 2019, the Company held an extraordinary general meeting of its shareholders (the “Extraordinary Meeting”) with respect to the business combination with Brooge Holdings contemplated by the Business Combination Agreement (the “Business Combination”). There were 26,779,000 ordinary shares of the Company issued and outstanding on November 15, 2019, the record date (the “Record Date”), for the Extraordinary Meeting. At the Extraordinary Meeting, there were 19,833,219 shares present in person or by proxy, representing approximately 74.06% of the total shares outstanding as of the Record Date, which constituted a quorum.
The Company’s shareholders voted on the following proposals at the Extraordinary Meeting, each of which was approved. The final vote tabulation for each proposal is set forth below.
| 1. | To approve and adopt the Business Combination Agreement. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 18,939,624 | 893,595 | 0 | 0 |
| 2. | To approve the merger of the Company with Merger Sub pursuant to the Business Combination Agreement. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 18,939,624 | 893,595 | 0 | 0 |
| 3. | To approve, for purposes of complying with applicable Nasdaq Stock Market LLC listing rules, the issuance of more than 20% of the issued and outstanding ordinary shares of The Company in financing transactions in connection with the proposed Business Combination. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 18,938,124 | 895,095 | 0 | 0 |
Item 8.01 Other Events
On December 19, 2019, the Company and Brooge Holdings issued a press release announcing that the shareholders of the Company had approved the Business Combination Agreement and the transactions contemplated thereby. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference.
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On December 20, 2019, the Company issued another press release announcing the consummation of the Business Combination. Pursuant to the Business Combination Agreement, (i) each outstanding ordinary share of the Company has been exchanged for one (1) ordinary share of Brooge Holdings, (ii) each outstanding warrant of the Company has been exchanged for one warrant of Brooge Holdings, (iii) each outstanding right of the Company has been converted into one-tenth of an ordinary share of Brooge Holdings, rounded down to the nearest whole share per shareholder, and (iv) each outstanding unit of the Company 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. A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
Upon the closing of the Business Combination, the Company became a wholly-owned subsidiary of Brooge Holdings and the Company changed its name from “Twelve Seas Investment Company” to “BPGIC International”. In connection with the closing of the Business Combination, holders of 16,997,181 ordinary shares of the Company sold in the Company’s initial public offering (“IPO”) exercised their right to redeem such shares at a price of $10.31684239 per share, for an aggregate redemption amount of approximately $175.36 million. In addition, 1,035,000 ordinary shares of the Company were forfeited by certain pre-IPO shareholders. Effective Monday, December 23, 2019, the Company’s ordinary shares, warrants, rights and units ceased trading, and Brooge Holdings’ ordinary shares and warrants began trading on The Nasdaq Stock Market under the symbols “BROG” and “BROGW,” respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
99.1 |
Press Release, Dated December 19, 2019. | |
| 99.2 | 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 hereunto duly authorized.
| BPGIC INTERNATIONAL | ||
| Date: December 26, 2019 | By: | /s/ Nicolaas L. Paardenkooper |
| Name: Nicolaas L. Paardenkooper | ||
| Title: Director | ||
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Exhibit 99.1
Twelve Seas and Brooge Holdings Announce Shareholder Approval of Business Combination
NEW YORK, Dec. 19, 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 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.
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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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Exhibit 99.2
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.
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.
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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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