Form 6-K Brooge Energy Ltd For: Jun 30

 

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 June 2022

 

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.

 

Except as indicated below, this Report on Form 6-K is incorporated by reference to the registrant’s Registration Statements on Form F-3 (File No. 333-248068 and File No. 333-255346) filed with the Securities and Exchange Commission, and shall be part thereof from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This report and Exhibit 99.1 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”), including Brooge Energy’s anticipated shift towards green energy and targeted production at BRE’s planned green hydrogen and green ammonia plant, 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 availability of labor and other resources needed to for completion of the planned green hydrogen and ammonia plant in the UAE, timing of obtaining regulatory approvals needed with respect to the new facility, Brooge Energy’s ability to complete construction and initiate operations of the new facility on the anticipated timeline or at all, Broog Energy’s ability to maintain the lease for the new facility, and the other risks described in public reports filed by Brooge Energy with the U.S. Securities and Exchange Commission, 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. 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 forms “Brooge Renewable Energy Ltd”, a Wholly Owned Subsidiary, to Expand its Infrastructure and Services into Green Energy.

 

On June 28, 2022, Brooge Energy issued a press release announcing that it has established Brooge Renewable Energy Ltd (“Brooge Renewable”), a wholly owned subsidiary of Brooge Energy, to focus on green energy related infrastructures activities that are intended to accommodate the necessary energy transfer from fossil fuels into energy produced from renewable resources. Brooge Renewable has signed a preliminary land lease agreement for its planned green hydrogen and ammonia plant in the UAE to produce up to 300,000 MT of green ammonia per annum once fully completed. A copy of the press release is attached hereto as Exhibit 99.1. The text of Exhibit 99.1 is not being incorporated by reference to the registrant’s Registration Statements on Form F-3 (File No. 333-248068 and File No. 333-255346) filed with the Securities and Exchange Commission.

 

 

Exhibit No.		Description of Exhibit
99.1		Press Release dated June 28, 2022.

 

 

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: June 30, 2022	By:	/s/ Nicolaas L. Paardenkooper
		Name: Nicolaas L. Paardenkooper Title: Chief Executive Officer

 

 

 

 

 

 

 

Exhibit 99.1

 

 

Brooge Energy Ltd forms wholly owned subsidiary, “Brooge Renewable Energy Ltd”, to expand its infrastructure and services into Green Energy

 

New Subsidiary has signed a preliminary land lease agreement for its planned Green Hydrogen and Ammonia plant in UAE to produce up to 300,000 MT of Green Ammonia per annum once fully completed

 

NEW YORK, June 28, 2022, Brooge Energy Ltd, (“Brooge Energy” or the “Company”), is a Cayman Islands-based infrastructure provider which is currently engaged in clean petroleum products and biofuels and crude oil storage and related services. The Company is now intending to focus on renewable energy infrastructure. The Company conducts its business and operations through its subsidiary Brooge Petroleum and Gas Investment Company FZE (“BPGIC”). BPGIC is strategically located outside the Strait of Hormuz at the Port of Fujairah in the Emirate of Fujairah in the UAE.

 

The Company announced today that it has established Brooge Renewable Energy Ltd (“BRE”), a wholly owned subsidiary of Brooge Energy to focus on green energy related infrastructures activities that are intended to accommodate the necessary energy transfer from fossil fuels into energy produced from renewable resources as the private sector and regulators are increasingly focusing on combatting the harmful effects of climate change.

 

Commenting on this new business, Mr. Nicolaas Paardenkooper, Chief Executive Officer of Brooge Energy, stated, “Global demand for clean energy sources has been strong and is expected to accelerate in the coming years. A decade ago, the Company undertook the initiative to become more environmentally friendly. As a result, Brooge Energy is at the forefront of the clean energy movement having already built one of the most environmentally friendly storage facility in the world, including being among the lowest waste producers in its industry from its terminal as well as being fully compliant with local and international guidelines in respect to emissions. Its facilities are also equipped with solar panels and are reliant on clean power for its energy sources. This latest initiative has us well-positioned to continue to build value for shareholders.”

 

As a first step in BRE’s planned Green Hydrogen and Green Ammonia plant in Kizad, Abu Dhabi that is targeted to produce up to 300,000 MT green Ammonia per annum once fully completed, BRE has signed a preliminary land lease agreement for a 150,000 square meter plot with “KIZAD” that will host this plant on a land plot with good access to the sea allowing for export of the produced products to its offtakers.

 

Mr. Paardenkooper added, “This new facility is a significant milestone for the Company’s clean energy strategy. We are entering into this market segment that has excellent growth potential. Shifting power generation to renewable sources is a key pillar of global efforts to reach carbon neutrality and we believe green hydrogen, which has significantly lower carbon emissions than grey hydrogen, is a key part of this process. We are proud to be one of the first companies in the UAE that has announced that it will be constructing and operating this type of infrastructure that will be solely powered by renewable resources. Our teams and their advisors have worked diligently on this project, and we look forward to its successful completion.”

 

 

About Brooge Energy Limited

 

Brooge Energy Ltd, is a Cayman Islands-based infrastructure provider now intending to focus on renewable energy infrastructures and biofuels, next to clean petroleum products, crude oil storage and related services. The company conducts its business and operations through its subsidiaries Brooge Renewable Energy, Brooge Petroleum and Gas Investment Company FZE, and Brooge Petroleum and Gas Investment Company Phase 3 FZE (BPGIC). BPGIC, the Company’s primary operating subsidiary that focuses on midstream oil storage and other services, is strategically located outside the Strait of Hormuz at the Port of Fujairah in the Emirate of Fujairah in the UAE. The Company differentiates itself from competitors by providing customers with fast order processing times, excellent customer service and high accuracy blending services with low product losses. For more information, please visit at www.broogeenergy.com.

 

Forward-Looking Statements

 

This press release contains statements that are not historical facts, including the Company’s anticipated shift towards green energy and targeted production at BRE’s planned Green Hydrogen and Green Ammonia plant and 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 availability of labor and other resources needed to for completion of the new plant, timing of obtaining regulatory approvals needed with respect to the new facility, the Company’s ability to complete construction and initiate operations of the new facility on the anticipated timeline or at all, the Company’s ability to maintain the lease for the new facility, and other risks described in public reports filed by Brooge Energy with the U.S. Securities and Exchange Commission. 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 or Kathleen Heaney

+1 212-896-1254

[email protected]

 

 

 

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