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Brooge to list on Nasdaq after Twelve Seas merger

Apr 17, 2019
3 min read
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United Arab Emirates’ oil storage company Brooge Petroleum and Gas Investment Co (BPGIC) has agreed to merge with U.S. Twelve Seas Investments Co. and list shares on Nasdaq stock exchange.

The transaction is valued at US$1 billion deal is expected to be finalised at the end of the second quarter or early third quarter of this year, a Twelve Seas statement said.

One significant closing condition requires that Twelve Seas will have net cash proceeds at closing in excess of $125 million. The transaction closing is subject to the approval of the shareholders of Twelve Seas and the shareholders of the UAE company, as well as certain other third parties.

The shareholders of the UAE company will sell 100 per cent of its equity interests to Twelve Seas in exchange for total consideration of 100.0 million Twelve Seas ordinary shares, provided that at the election of the UAE company, up to 40 per cent of the closing proceeds may be paid as cash consideration instead of Twelve Seas shares.

All cash remaining in Twelve Seas at the closing of the Transaction is expected to be used for the UAE company’s growth

Bryant Edwards, COO and Director of Twelve Seas, said, “This transaction represents an exciting opportunity for foreign public investors, and specifically those that invest in Nasdaq company stocks, to invest directly into the dynamic and growing oil and gas infrastructure sector within the UAE. Today’s announcement comes less than two months after the investment by the global investment firms of KKR and Blackrock, who purchased cash flow streams derived from national pipelines in the UAE. Through BPGIC’s NASDAQ listing, investors can have a direct ownership interest in an exciting company with exposure to the same growing oil and gas infrastructure in the UAE.”

Nicolaas Paardenkooper, CEO of BPGIC said, “We are excited to enter into this agreement with Twelve Seas as it provides us with the ability to enter the US capital markets and provide this unique opportunity to investors globally. The US capital markets are the largest in the world and include sophisticated investors with large investments in similar public companies within our industry. We look forward to the opportunity to demonstrate our industry leading operations in the emerging global hub for oil at the Port of Fujairah in the UAE. This transaction enables BPGIC to continue its exciting growth and accelerate future opportunities.”

BPGIC was set up in in 2013 to capitalise on an anticipated need for oil storage capacity at the Port of Fujairah, in the UAE, which was anticipated to become an important oil hub.

The Port of Fujairah is now a busy storage hubs and a key strategic trading node globally.

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 late second quarter or early third quarter in 2020.

Following the closing of the transaction, BPGIC will continue to be led by its current management team with Nicolaas Paardenkooper as chief executive officer, Lina Saheb, as chief strategy officer, and Faisal El Selim as chief marketing officer. BPGIC will remain headquartered in Fujairah, UAE.

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