Form 6-K Brooge Energy Ltd For: Jul 28

 

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 July 2021

 

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.

 

 

 

CAUTIONARY NOTE REGARDING 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. Such risks include risks related to the viability of the refinery including macro risks such as the crude oil price, product crack spread, tighter environmental regulations, credit / counterparty risk, interest rate risk and demand risk, as well as operational risks including fire hazard risk and hazardous waste risk and a potential risk of low returns from the conventional refinery. Other risks to the viability of the storage facility include macro risks, such as geopolitical risks, backwardation in the futures market, the risk of declining oil prices, and initial investment costs, as well as operational risks including risks associated with the storage and handling of petroleum products, soil and groundwater contamination, atmospheric emissions and fire risk. 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

 

Brooge Energy Ltd. Announces Positive Feasibility Study for Proposed Phase III Facility

 

On July 28, 2021, Brooge Energy issued a press release announcing the results of the feasibility study commissioned for Brooge Energy’s Phase III oil storage facility and refinery. The feasibility study supports the financial viability of the Company’s Phase III expansion plan, highlighting upcoming infrastructure investments in the region as a key driver of sustainable storage demand and rising domestic and export demand for refined products as a key driver of refinery demand. The Phase III expansion project is for a 2.5 million cbm oil storage facility, a modular 25,000 barrel per day (“bpd”) refinery, and a larger 180,000 bpd conventional refinery. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Exhibit No.		Description of Exhibit
99.1		Press Release dated July 28, 2021.

 

 

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.

 

	BROOGE ENERGY LIMITED
Date: July 28, 2021	By:	/s/ Nicolaas L. Paardenkoope
		Name:	Nicolaas L. Paardenkooper
		Title:	Chief Executive Officer

 

 

2

 

Exhibit 99.1

 

Brooge Energy Ltd. Announces Positive Feasibility Study for Proposed Phase III Facility

 

High utilization of third-party storage terminals in Fujairah along with upcoming infrastructure
investments in the region indicate sustainable storage demand

 

NEW YORK, July 28, 2021 – Brooge Energy Ltd. (“Brooge Energy” or the “Company”) (NASDAQ: BROG), a midstream oil storage and service provider strategically located outside the Strait of Hormuz, in the Port of Fujairah in the United Arab Emirates, today released the results of the feasibility study commissioned for Brooge Energy’s Phase III oil storage facility and refinery. The feasibility study supports the financial viability of the Company’s Phase III expansion plan, highlighting upcoming infrastructure investments in the region as a key driver of sustainable storage demand and rising domestic and export demand for refined products as a key driver of refinery demand.

 

The Phase III expansion project is for a 2.5 million cbm oil storage facility¹, a modular 25,000 barrel per day (“bpd”) refinery, and a larger 180,000 bpd conventional refinery. The successful build out of Brooge Energy’s Phase III facility would position the Company as the largest independent oil storage facility in Fujairah, with capacity to store Clean Petroleum Products; Middle Distillates; High and Low Sulphur Fuel oil as well as crude oil. The Phase III expected construction period is two years, with the Company anticipating it will be operational within 2023.

 

Competitive advantages:

 

●

Technology: Brooge Energy’s terminals are designed to deliver superior ancillary services (blending, heating, transfer) to clients, reduce operational cost to clients, and increase safety.

○

IMO 2020 (low sulphur rule) compliant

●

Strategic Location: Located on a prime location in Fujairah, the second largest bunker hub in the world.

●

Modular refinery will be focused on LSFO production which has a shortage in supply.

 

Nicolaas L. Paardenkooper, CEO of Brooge Energy and BPGIC, said, “The feasibility study defines a project with robust economics and reinforces the strength of our business strategy, highlighting that the oil market is expected to continue to be the most important energy source going forward, with the Middle East region continuing to be the leading producer and exporter of crude over the medium to long term. The midstream sector will remain integral to its proper functioning. Our strategic positioning in Fujairah, where the high utilization of third-party storage terminals along with upcoming infrastructure investments, is expected to drive sustainable and growing demand for our storage solutions. To leverage this opportunity as much as possible, we are building out our technologically-advanced terminals that are able to deliver high margins. We also plan to build out a modular and a conventional refinery, including the capability to comply with the new IMO 2020 low sulphur rule, at a time when the UAE is adding to its oil production capacity which we anticipate will drive demand for refinery services for both the domestic and export market. With the completion of this study, we are now looking forward to potentially starting construction for Phase III as early as the second half of 2021.”

 

 

¹ The total land capacity for Phase III has the potential to host up to 3.5 million cbm of storage capacity.

 

 

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

 

Forward-Looking Statements

 

This press release contains statements, including all information relating to matters that are not historical facts, that constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such statements reflect management’s current views based on certain assumptions, and they involve risks and uncertainties. Actual results, events or performance may differ materially from the forward-looking statements due to a number of important factors, and will be dependent upon a variety of factors, including risks described in public reports filed by Brooge Energy with the SEC, including under the caption “Risk Factors” in Brooge Energy’s Annual Report on Annual Report on Form 20-F for the year ended December 31, 2020, filed with the SEC on April 5, 2021, as amended by Amendment No. 1 to the Annual Report on Form 20-F/A filed with the SEC on April 6, 2021. Other risks to the viability of the refinery include macro risks such as the crude oil price, product crack spread, tighter environmental regulations, credit / counterparty risk, interest rate risk and demand risk, as well as operational risks including fire hazard risk and hazardous waste risk and a potential risk of low returns from the conventional refinery. Other risks to the viability of the storage facility include macro risks, such as geopolitical risks, backwardation in the futures market, the risk of declining oil prices, and initial investment costs, as well as operational risks including risks associated with the storage and handling of petroleum products, soil and groundwater contamination, atmospheric emissions and fire risk. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Brooge Energy does not undertake any 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

[email protected]

 

 

 

 

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