Filed by Brooge Holdings Limited
Pursuant to Rule 425 of the Securities Act of 1933
Subject Company: Twelve Seas Investment Company
Commission File No. 001-38540
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.
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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