Twelve Seas Investment Company (Nasdaq: BROGU, BROG, BROGW and
BROGR) ("Twelve Seas") today announced that it has set a
shareholder record date of November 15, 2019 (the "Record Date") to
determine holders eligible for voting shares at the extraordinary
general meeting of shareholders of Twelve Seas relating to the
previously announced business combination between Twelve Seas and
Brooge Petroleum And Gas Investment Company FZE ("BPGIC"), an oil
storage business strategically located in the Port of Fujairah in
the United Arab Emirates (the "UAE"). Completion of the
proposed business combination is subject to approval by the
shareholders of Twelve Seas and certain other conditions, including
the combined company having at least $125 million in cash at
closing. The proposed business combination is expected to close in
December 2019.
The Record Date determines the holders of Twelve Seas’ ordinary
shares entitled to receive notice of and to vote at the
extraordinary general meeting, whereby shareholders will be asked
to approve and adopt the previously announced Merger Agreement,
dated as of April 15, 2019 and amended from time to time (the
"Merger Agreement"), by and between Twelve Seas, BPGIC, Brooge
Holdings Limited ("Brooge Holdings"), Brooge Merger Sub Limited, a
wholly-owned subsidiary of Brooge Holdings, and the shareholder of
BPGIC, and such other proposals as disclosed in the proxy
statement/prospectus relating to the proposed business
combination.
Shareholders may exercise their rights for redemption in cash,
whether or not they are a shareholder on the Record Date, up until
two (2) business days prior to the vote on the business combination
proposal at the extraordinary general meeting. Furthermore,
any exercise of redemption rights may be withdrawn at any time
prior to the vote, including at the extraordinary general meeting
itself, by contacting Twelve Seas’ transfer agent.
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 by 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 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
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. The definitive proxy statement and
other relevant documents will be mailed to shareholders of Twelve
Seas as of the Record Date for voting on the business combination.
Shareholders of Twelve Seas and other interested persons are
advised to read the preliminary proxy statement and amendments
thereto, and the definitive proxy statement, when
available, in connection with Twelve Seas’ solicitation of
proxies for the special meeting to be held to approve the business
combination because these documents will contain important
information about Twelve Seas, BPGIC, Brooge Holdings and the
business combination. 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 Merger
Agreement; (4) the outcome of any legal proceedings that may be
instituted against Twelve Seas, BPGIC, Brooge Holdings or others
following announcement of the Merger 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 Merger 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 Merger Agreement; (8) delays in
satisfying in a timely manner the other conditions contained in the
Merger 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 Bridge 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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