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 December 2020
Commission File Number: 001-39171
BROOGE ENERGY 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 9 201 6666
(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
Forward-Looking Statements
This report and the exhibit hereto contain “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’s (“BPGIC”), Brooge Petroleum and Gas Investment Company Phase III FZE’s (“BPGIC III”) and Brooge Energy Limited’s (“Brooge Energy”) 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,” “would,” “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) the ultimate geographic spread, duration and severity of the coronavirus outbreak and the effectiveness of actions taken, or actions that may be taken, by governmental authorities to contain the outbreak or ameliorate its effects; (2) Brooge Energy’s and its subsidiaries’ ability to obtain financing for Phase III on commercially reasonable terms; (3) Brooge Energy’s and its subsidiaries’ ability to negotiate and enter into development and offtake agreements on commercially reasonable terms; (4) the results of technical and design feasibility studies, including the Soil Investigation and the Environmental Impact Assessment report for Phase III; (5) the loss of any end-users; (6) changes in customer demand with respect to ancillary services provided by Brooge Energy and its subsidiaries including throughput, blending, heating, and intertank transfers; (7) Brooge Energy’s and its subsidiaries’ ability to effectively manage the risks and expenses associated with the construction of Phase II, Phase III and other growth and expansion projects; and (8) other risks and uncertainties indicated from time to time in filings with or submissions to the SEC by Brooge Energy. Readers are referred to the most recent reports filed with or furnished to the SEC by Brooge Energy. 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
Results of Annual General Meeting and Letter to Shareholders
Results of Annual General Meeting
On December 18, 2020, the Company held its annual general meeting of shareholders (the “Annual General Meeting”). At the Annual General Meeting, the shareholders considered, passed and approved the following proposals:
A. To elect seven directors:
RESOLVED AS AN ORDINARY RESOLUTION THAT Dr. Yousef Mahmoud Mohammad Alassaf be re-appointed as a director of the Company with immediate effect, to hold office in accordance with the articles of association of the Company.
RESOLVED AS AN ORDINARY RESOLUTION THAT Abu Bakar Siddique Ali Chowdhury be re-appointed as a director of the Company with immediate effect, to hold office in accordance with the articles of association of the Company.
RESOLVED AS AN ORDINARY RESOLUTION THAT Nicolaas Lammert Paardenkooper be re-appointed as a director of the Company with immediate effect, to hold office in accordance with the articles of association of the Company.
RESOLVED AS AN ORDINARY RESOLUTION THAT Saleh Mohamed Yammout be re-appointed as a director of the Company with immediate effect, to hold office in accordance with the articles of association of the Company.
RESOLVED AS AN ORDINARY RESOLUTION THAT Dr. Simon Victor Madgwick be re-appointed as a director of the Company with immediate effect, to hold office in accordance with the articles of association of the Company.
RESOLVED AS AN ORDINARY RESOLUTION THAT Bryant Edwards be appointed as a director of the Company with immediate effect, to hold office in accordance with the articles of association of the Company.
RESOLVED AS AN ORDINARY RESOLUTION THAT Lina Saheb be appointed as a director of the Company with immediate effect, to hold office in accordance with the articles of association of the Company.
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The voting results are set forth below:
| Nominee | For | Against | Abstain | Broker Non-Votes | |||||||||
| Dr. Yousef Mahmoud Mohammad Alassaf | 101,537,988 | 0 | 0 | 2,963,687 | |||||||||
| Abu Bakar Siddique Ali Chowdhury | 101,537,988 | 0 | 0 | 2,963,687 | |||||||||
| Nicolaas Lammert Paardenkooper | 99,502,909 | 2,035,079 | 0 | 2,963,687 | |||||||||
| Saleh Mohamed Yammout | 99,502,909 | 2,035,079 | 0 | 2,963,687 | |||||||||
| Dr. Simon Victor Madgwick | 101,537,988 | 0 | 0 | 2,963,687 | |||||||||
| Bryant Edwards | 101,537,988 | 0 | 0 | 2,963,687 | |||||||||
| Lina Saheb | 99,502,909 | 2,035,079 | 0 | 2,963,687 | |||||||||
As a result of the Annual General Meeting, the Company’s board of directors now consists of Dr. Yousef Mahmoud Mohammad Alassaf, Abu Bakar Siddique Ali Chowdhury, Nicolaas Lammert Paardenkooper, Saleh Mohamed Yammout, Dr. Simon Victor Madgwick, Bryant Edwards and Lina Saheb.
B. Ratifying, on a non-binding basis, the appointment of PricewaterhouseCoopers as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2020:
RESOLVED AS AN ORDINARY RESOLUTION THAT the appointment of PricewaterhouseCoopers as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2020 is ratified.
The voting results are set forth below.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 101,537,988 | 0 | 0 | 2,963,687 | |||||||||||
At the Annual General Meeting, the Company’s shareholders ratified, on a non-binding basis, the appointment of PricewaterhouseCoopers as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2020.
These items were the only matters voted upon at the Annual General Meeting.
Letter to Shareholders
On December 21, 2020, the Company issued a letter to shareholders announcing (i) that its Phase II facility will now begin operations during 1H 2021 because COVID-19 restrictions caused supply chain disruptions impacting the final construction stage and (ii) the results of the Annual General Meeting. A copy of the letter to shareholders is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Exhibit No. | Description of Exhibit | |
| 99.1 | Letter to Shareholders dated December 21, 2020 |
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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, thereunto duly authorized.
Date: December 21, 2020
| BROOGE ENERGY LIMITED | ||
| By: | /s/ Nicolaas L. Paardenkooper | |
| Name: Nicolaas L. Paardenkooper | ||
| Title: Chief Executive Officer | ||
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Exhibit 99.1
Brooge Energy Issues 2020 Letter to Shareholders
Phase II launch to now commence during
H1 2021 as COVID-19 restrictions cause supply
chain disruptions, impacting the final construction stage
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Lina Saheb and Bryant Edwards Appointed to the Board of Directors
NEW YORK, December 21, 2020 – Brooge Energy Ltd. (“Brooge Energy” or the “Company”) (NASDAQ: BROG), a midstream oil storage and service provider strategically located outside the Strait of Hormuz, adjacent to the Port of Fujairah in the United Arab Emirates (“UAE”) through its wholly-owned subsidiaries Brooge Petroleum and Gas Investment Company FZE (“BPGIC”) and Brooge Petroleum and Gas Investment Company Phase III FZE (“BPGIC III”), today issued a letter to shareholders from its CEO, Nicolaas L. Paardenkooper.
Dear Shareholders,
2020 has been the most significant year of our operating history, and a year of many ‘firsts’ for Brooge Energy as we continue to grow our position as a leading oil storage provider in the Port of Fujairah, UAE. 2020 was our first full year as a public company, following our listing on the NASDAQ in December 2019. It was also the first year during which we secured several new contracts in Phase I at a higher rate than previous contracts which will generate higher margins from fixed storage fees. More recently, in the fourth quarter, we successfully raised $200 million in a bond issuance to clean our Phase I loans, establish a broader investors base and fund the build out of our Phase II facility.
It was also the year we achieved significant milestones with our Phase III development plans by finalizing the Front End Engineering Designs and commencing pre-construction work, including the Soil Investigation and Environmental Impact Assessment (“EIA”) report.
While we are pleased to hit these milestones and proud of our progress this year, we have also faced headwinds resulting from the COVID-19 pandemic. When the situation started to unfold earlier in the year, we demonstrated our operational resilience as Phase I continued to operate unimpeded by COVID-19 restrictions. This was largely achieved due to the advanced-technology and automated features that we invested in when building out the terminals, which allowed us to operate at full capacity despite the reduced workforce. We also continued with the build out of our Phase II storage facility, which is being built to the same award-winning specifications as our Phase I facility. The Phase II facility will expand our storage capabilities to include crude oil, as well as adding more capacity for fuel oil and clean products. While for most of the year Phase II’s construction was not significantly impacted by the virus, we received a confirmation that with the second wave of the pandemic our contractors have experienced supply chain disruptions that have delayed the arrival of manufacturing equipment and other parts necessary for the completion of the build out.
We are now working hard to have the construction of the storage facility completed by the end of Q1 2021 and for the facility to operate at, or near, full capacity by the end of Q2 2021. Phase II is fully contracted, and the signed agreements with customers are not impacted by the launch delay. While we are disappointed about the delay of Phase II’s launch, we are confident that our medium-term trajectory will enable us to generate significantly higher revenues as our capacity expands. After completion of Phase II, our storage capacity will be expanded by approximately 600,000 cbm, which equates to 3.8 million barrels. This increases the total capacity of the BPGIC Terminals to approximately one million cubic meters, or the equivalent of 6.3 million barrels. By this point, we will be the second largest non-captive storage operator in Fujairah.
We believe we have made strong progress throughout 2020, despite the numerous challenges. We are now positioned as a key independent storage provider in Fujairah, UAE, one of the largest global oil export hubs, with capacity to store clean petroleum products and fuel oil using some of the latest technology to maximize company performance and efficiency, while reducing operating costs. Through the development of our Phase II and Phase III facilities, we are also building capacity to store crude oil using similar technology.
As we approach 2021, we are excited about what the future has in store for us. There is a global shortage of oil storage space, and our terminals are in high demand by trading companies that require reliable storage facilities. For trading companies, our services are a necessary lynchpin in the oil supply chain that facilitate their ability to trade physical oil. By investing in the most advanced technology to create high speed terminals, we have positioned BPGIC to capture demand from this lucrative market. This strategy is enabling us to drive higher margins as we have novated some of BPGIC’s contracts, with a total geometric storage capacity of 233,074 cbm, to oil trading companies at a premium to previous contracts, as announced in our press releases dated December 7th and December 16th.
To support our growth strategy, we are strengthening our Board of Directors and are pleased to announce the appointment of two new Board members: Ms. Lina Saheb and Mr. Bryant Edwards. Ms. Saheb is the Chief Strategy Officer at Brooge and has over 13 years’ experience in business development roles. As the Chief Strategy Officer, she has been instrumental in spearheading the expansion and future growth of Brooge and plays a vital role in guiding our strategy, corporate development, alliances and partnerships. Bryant Edwards joins the Board as an Independent Director. Mr. Edwards is an accomplished professional with a 35 year legal career, including leading the Latham & Watkins’ expansion in Europe from 2000 to 2008, in the Middle East from 2008 to 2012, and in East Asia from 2012 to 2017. I am delighted to strengthen our Board with the appointment of these talented and experienced individuals who will provide invaluable strategic guidance using their unique skills and knowledge.
We are at an exciting stage of our evolution, and we value your confidence and support as we pursue our growth strategy. By following this course, we are confident that we will expand our revenues even further, and generate improved margins as we continue to establish Brooge as one of the region’s most prominent oil storage providers.
Sincerely,
Nicolaas L. Paardenkooper
Chief Executive Officer
About Brooge Energy Limited
Brooge Energy conducts all of its business and operations through its wholly-owned subsidiaries, Brooge Petroleum and Gas Investment Company FZE (“BPGIC”) and Brooge Petroleum and Gas Investment Company Phase III FZE (“BPGIC III”), Fujairah Free Zone Entities. Brooge Energy is a midstream oil storage and service provider strategically located outside the Strait of Hormuz adjacent to the Port of Fujairah in the United Arab Emirates. Its oil storage business differentiates itself from competitors by providing customers with fast order processing times, excellent customer service and high accuracy blending services with low oil losses. For more information please visit at www.broogeenergy.com
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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, BPGIC III’s and Brooge Energy’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,” “would,” “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) the ultimate geographic spread, duration and severity of the coronavirus outbreak and the effectiveness of actions taken, or actions that may be taken, by governmental authorities to contain the outbreak or ameliorate its effects; (2) Brooge Energy’s and its subsidiaries’ ability to obtain financing for Phase III on commercially reasonable terms; (3) Brooge Energy’s and its subsidiaries’ ability to negotiate and enter into development and offtake agreements on commercially reasonable terms; (4) the results of technical and design feasibility studies, including the Soil Investigation and the Environmental Impact Assessment report for Phase III; (5) the loss of any end-users; (6) changes in customer demand with respect to ancillary services provided by Brooge Energy and its subsidiaries including throughput, blending, heating, and intertank transfers; (7) Brooge Energy’s and its subsidiaries’ ability to effectively manage the risks and expenses associated with the construction of Phase II, Phase III and other growth and expansion projects; and (8) other risks and uncertainties indicated from time to time in filings with or submissions to the SEC by Brooge Energy. Readers are referred to the most recent reports filed with or furnished to the SEC by Brooge Energy. 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.
Investor Contact
KCSA Strategic Communications
Valter Pinto / Elizabeth Barker
+1 212-896-1254 or +1 212-896-1203
BROG@kcsa.com
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