Filing Details

 

Securities and Exchange Commission, Washington, D.C. 20549

 

Schedule 13D/A

 

(Amendment No. 2)

 

Under the Securities Exchange Act of 1934

 

BROOGE ENERGY LIMITED

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G1611B 107

(CUSIP Number)

BPGIC Holdings Limited

Nicolaas L. Paardenkooper, Chief Executive Officer

P.O. Box 50170 Fujairah, United Arab Emirates +971 9 201 6666

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 20, 2020

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 for other parties to whom copies are to be sent.

 

 

 

CUSIP No. G1611B 107

 

(1) Names of reporting persons	BPGIC Holdings Limited
(2) Check the appropriate box if a member of a group (see instructions)	(a) ☐   (b) ☒
(3) SEC use only
(4) Source of funds (see instructions)	OO
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)	☐
(6) Citizenship or place of organization	Cayman Islands
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power	0
(8) Shared voting power	93,834,357(1)(2)(3)
(9) Sole dispositive power	0
(10) Shared dispositive power	93,834,357(1)(2)(3)
(11) Aggregate amount beneficially owned by each reporting person	93,834,357(1)(2)(3)
(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions)	☐
(13) Percent of class represented by amount in Row (11)	85.6%(1)(2)(3)(4)
(14) Type of reporting person (see instructions)	CO

 

(1) 20,000,000 ordinary shares beneficially owned by BPGIC Holdings Limited are held in escrow and subject to forfeiture until the Issuer satisfies certain milestones.

 

(2) MENA Energy Services Holdings Limited holds convertible securities in BPGIC Holdings Limited that entitle it to convert its securities in BPGIC Holdings Limited into 8,333,333 of the ordinary shares of the Issuer owned by BPGIC Holdings Limited. Accordingly, BPGIC Holdings Limited has placed 8,333,333 ordinary shares into escrow for release to MENA Energy Services Holdings Limited in the event it converts its securities in BPGIC Holdings Limited.

 

(3) 1,500,000 ordinary shares beneficially owned by BPGIC Holdings Limited have been placed in escrow as collateral for a guaranty by one of its shareholders, HBS Investments LP.

 

(4) The percentage reported in this Schedule 13D is based upon 109,587,854 ordinary shares outstanding as of July 31, 2020 according to the Prospectus filed by Brooge Energy Limited on August 26, 2020 pursuant to Rule 424(b)(3) promulgated under the Securities Act of 1933, as amended, with respect to the Registration Statement on Form F-1 filed by Brooge Energy Limited on August 17, 2020 (Registration No. 333-248068).

 

 

CUSIP No. G1611B 107

 

(1) Names of reporting persons	Nicolaas L. Paardenkooper
(2) Check the appropriate box if a member of a group (see instructions)	(a) ☐   (b) ☒
(3) SEC use only
(4) Source of funds (see instructions)	OO
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)	☐
(6) Citizenship or place of organization	Kingdom of the Netherlands
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power	0
(8) Shared voting power	93,834,357(1)(2)(3)(4)
(9) Sole dispositive power	0
(10) Shared dispositive power	93,834,357(1)(2)(3)(4)
(11) Aggregate amount beneficially owned by each reporting person	93,834,357(1)(2)(3)(4)
(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions)	☐
(13) Percent of class represented by amount in Row (11)	85.6%(1)(2)(3)(4)(5)
(14) Type of reporting person (see instructions)	IN

 

(1) Represents the shares held by BPGIC Holdings Limited. Mr. Paardenkooper is the Chief Executive Officer of the Issuer, BPGIC Holdings Limited and its sole shareholder, Brooge Petroleum and Gas Investment Company (BPGIC) PLC, consequently, he may be deemed the beneficial owner of 100% of the shares held by BPGIC Holdings Limited. Mr. Paardenkooper disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein.

 

(2) 20,000,000 ordinary shares beneficially owned by BPGIC Holdings Limited are held in escrow and subject to forfeiture until the Issuer satisfies certain milestones.

 

(3) MENA Energy Services Holdings Limited holds convertible securities in BPGIC Holdings Limited that entitle it to convert its securities in BPGIC Holdings Limited into 8,333,333 of the ordinary shares of the Issuer owned by BPGIC Holdings Limited. Accordingly, BPGIC Holdings Limited has placed 8,333,333 ordinary shares into escrow for release to MENA Energy Services Holdings Limited in the event it converts its securities in BPGIC Holdings Limited.

 

(4) 1,500,000 ordinary shares that may be deemed to be beneficially owned by Mr. Paardenkooper as the Chief Executive Officer of BPGIC Holdings Limited have been placed in escrow as collateral for a guaranty by HBS Investments LP.

 

(5) The percentage reported in this Schedule 13D is based upon 109,587,854 ordinary shares outstanding as of July 31, 2020 according to the Prospectus filed by Brooge Energy Limited on August 26, 2020 pursuant to Rule 424(b)(3) promulgated under the Securities Act of 1933, as amended, with respect to the Registration Statement on Form F-1 filed by Brooge Energy Limited on August 17, 2020 (Registration No. 333-248068).

 

 

CUSIP No. G1611B 107

 

(1) Names of reporting persons	Brooge Petroleum and Gas Investment Company (BPGIC) PLC
(2) Check the appropriate box if a member of a group (see instructions)	(a) ☐   (b) ☒
(3) SEC use only
(4) Source of funds (see instructions)	OO
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)	☐
(6) Citizenship or place of organization	England and Wales
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power	0
(8) Shared voting power	93,834,357(1)(2)(3)
(9) Sole dispositive power	0
(10) Shared dispositive power	93,834,357(1)(2)(3)
(11) Aggregate amount beneficially owned by each reporting person	93,834,357(1)(2)(3)
(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions)	☐
(13) Percent of class represented by amount in Row (11)	85.6%(1)(2)(3)(4)
(14) Type of reporting person (see instructions)	CO

 

(1) Represents the shares held by BPGIC Holdings Limited. Brooge Petroleum and Gas Investment Company (BPGIC) PLC is the sole shareholder of BPGIC Holdings Limited, consequently, it may be deemed to be the beneficial owner of 100% of the shares held by BPGIC Holdings Limited. Brooge Petroleum and Gas Investment Company (BPGIC) PLC disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

 

(2) 20,000,000 ordinary shares beneficially owned by Brooge Petroleum and Gas Investment Company (BPGIC) PLC are held in escrow and subject to forfeiture until the Issuer satisfies certain milestones.

 

(3) 1,500,000 ordinary shares that may be deemed to be beneficially owned by Brooge Petroleum and Gas Investment Company (BPGIC) PLC as the sole shareholder of BPGIC Holdings Limited have been placed in escrow as collateral for a guaranty by HBS Investments LP.

 

(4) The percentage reported in this Schedule 13D is based upon 109,587,854 ordinary shares outstanding as of July 31, 2020 according to the Prospectus filed by Brooge Energy Limited on August 26, 2020 pursuant to Rule 424(b)(3) promulgated under the Securities Act of 1933, as amended, with respect to the Registration Statement on Form F-1 filed by Brooge Energy Limited on August 17, 2020 (Registration No. 333-248068).

 

 

CUSIP No. G1611B 107

 

(1) Names of reporting persons	SBD International LP
(2) Check the appropriate box if a member of a group (see instructions)	(a) ☐   (b) ☒
(3) SEC use only
(4) Source of funds (see instructions)	OO
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)	☐
(6) Citizenship or place of organization	Cayman Islands
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power	0
(8) Shared voting power	53,318,947(1)
(9) Sole dispositive power	0
(10) Shared dispositive power	53,318,947(1)
(11) Aggregate amount beneficially owned by each reporting person	53,318,947(1)
(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions)	☐
(13) Percent of class represented by amount in Row (11)	48.7%(1)(2)
(14) Type of reporting person (see instructions)	PN

 

(1) SBD International LP holds a controlling interest in Brooge Petroleum and Gas Investment Company (BPGIC) PLC which is the sole shareholder of BPGIC Holdings Limited. Its pro rata ownership of the Issuer’s ordinary shares held by BPGIC Holdings Limited is 53,318,947 ordinary shares. SBD International LP’s pro rata portion of the ordinary shares held in escrow and subject to forfeiture until the Issuer satisfies certain milestones is 58.9%. SBD International LP disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

 

(2) The percentage reported in this Schedule 13D is based upon 109,587,854 ordinary shares outstanding as of July 31, 2020 according to the Prospectus filed by Brooge Energy Limited on August 26, 2020 pursuant to Rule 424(b)(3) promulgated under the Securities Act of 1933, as amended, with respect to the Registration Statement on Form F-1 filed by Brooge Energy Limited on August 17, 2020 (Registration No. 333-248068).

 

 

CUSIP No. G1611B 107

 

(1) Names of reporting persons	SD Holding Limited
(2) Check the appropriate box if a member of a group (see instructions)	(a) ☐   (b) ☒
(3) SEC use only
(4) Source of funds (see instructions)	OO
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)	☐
(6) Citizenship or place of organization	Cayman Islands
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power	0
(8) Shared voting power	53,318,947(1)
(9) Sole dispositive power	0
(10) Shared dispositive power	53,318,947(1)
(11) Aggregate amount beneficially owned by each reporting person	53,318,947(1)
(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions)	☐
(13) Percent of class represented by amount in Row (11)	48.7%(1)(2)
(14) Type of reporting person (see instructions)	CO

 

(1) Represents the interest of SBD International LP, as a shareholder of Brooge Petroleum and Gas Investment Company (BPGIC) PLC, in the shares held by BPGIC Holdings Limited. SD Holding Limited is the general partner of SBD International LP, consequently, it may be deemed the beneficial owner of 53,318,947 of the shares held by BPGIC Holdings Limited. SD Holding Limited disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

 

(2) The percentage reported in this Schedule 13D is based upon 109,587,854 ordinary shares outstanding as of July 31, 2020 according to the Prospectus filed by Brooge Energy Limited on August 26, 2020 pursuant to Rule 424(b)(3) promulgated under the Securities Act of 1933, as amended, with respect to the Registration Statement on Form F-1 filed by Brooge Energy Limited on August 17, 2020 (Registration No. 333-248068).

 

 

CUSIP No. G1611B 107

 

(1) Names of reporting persons	HBS Investments LP
(2) Check the appropriate box if a member of a group (see instructions)	(a) ☐   (b) ☒
(3) SEC use only
(4) Source of funds (see instructions)	OO
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)	☐
(6) Citizenship or place of organization	Cayman Islands
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power	0
(8) Shared voting power	9,624,367(1)(2)
(9) Sole dispositive power	0
(10) Shared dispositive power	9,624,367(1)(2)
(11) Aggregate amount beneficially owned by each reporting person	9,624,367(1)(2)
(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions)	☐
(13) Percent of class represented by amount in Row (11)	8.8%(1)(2)(3)
(14) Type of reporting person (see instructions)	PN

 

(1) Represents the interests of HBS Investments LP, as a shareholder of Brooge Petroleum and Gas Investment Company (BPGIC) PLC, in the shares held by BPGIC Holdings Limited. HBS Investments LP’s pro rata portion of the ordinary shares held in escrow is 9.8%. HBS Investments LP disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

 

(2) 1,500,000 ordinary shares that may be deemed to be beneficially owned by HBS Investments LP have been placed in escrow as collateral for a guaranty by HBS Investments LP.

 

(3) The percentage reported in this Schedule 13D is based upon 109,587,854 ordinary shares outstanding as of July 31, 2020 according to the Prospectus filed by Brooge Energy Limited on August 26, 2020 pursuant to Rule 424(b)(3) promulgated under the Securities Act of 1933, as amended, with respect to the Registration Statement on Form F-1 filed by Brooge Energy Limited on August 17, 2020 (Registration No. 333-248068).

 

 

CUSIP No. G1611B 107

 

(1) Names of reporting persons	O2 Investments Limited
(2) Check the appropriate box if a member of a group (see instructions)	(a) ☐   (b) ☒
(3) SEC use only
(4) Source of funds (see instructions)	OO
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)	☐
(6) Citizenship or place of organization	Cayman Islands
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power	0
(8) Shared voting power	9,624,367(1)(2)
(9) Sole dispositive power	0
(10) Shared dispositive power	9,624,367(1)(2)
(11) Aggregate amount beneficially owned by each reporting person	9,624,367(1)(2)
(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions)	☐
(13) Percent of class represented by amount in Row (11)	8.8%(1)(2)(3)
(14) Type of reporting person (see instructions)	CO

 

(1) Represents the interests of HBS Investments LP, as a shareholder of Brooge Petroleum and Gas Investment Company (BPGIC) PLC, in the shares held by BPGIC Holdings Limited. O2 Investments Limited is the general partner of HBS Investments LP, consequently, it may be deemed the beneficial owner of 9,624,367 of the shares held by BPGIC Holdings Limited. O2 Investments Limited disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

 

(2) 1,500,000 ordinary shares that may be deemed to be beneficially owned by O2 Investments Limited as the general partner of HBS Investments LP have been placed in escrow as collateral for a guaranty by HBS Investments LP.

 

(3) The percentage reported in this Schedule 13D is based upon 109,587,854 ordinary shares outstanding as of July 31, 2020 according to the Prospectus filed by Brooge Energy Limited on August 26, 2020 pursuant to Rule 424(b)(3) promulgated under the Securities Act of 1933, as amended, with respect to the Registration Statement on Form F-1 filed by Brooge Energy Limited on August 17, 2020 (Registration No. 333-248068).

 

 

CUSIP No. G1611B 107

 

(1) Names of reporting persons	Salman Dawood Salman Al-Ameri
(2) Check the appropriate box if a member of a group (see instructions)	(a) ☐   (b) ☒
(3) SEC use only
(4) Source of funds (see instructions)	OO
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)	☐
(6) Citizenship or place of organization	Iraq
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power	0
(8) Shared voting power	62,943,314(1)(2)
(9) Sole dispositive power	0
(10) Shared dispositive power	62,943,314(1)(2)
(11) Aggregate amount beneficially owned by each reporting person	62,943,314(1)(2)
(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions)	☐
(13) Percent of class represented by amount in Row (11)	57.4%(1)(2)(3)
(14) Type of reporting person (see instructions)	IN

 

(1) Represents the interests of SBD International LP and HBS Investments LP, as shareholders of Brooge Petroleum and Gas Investment Company (BPGIC) PLC, in the shares held by BPGIC Holdings Limited. Salman Dawood Salman Al-Ameri is the sole shareholder of SD Holding Limited (the general partner of SBD International LP) and the sole shareholder of O2 Investments Limited (the general partner of HBS Investments LP). Consequently, Mr. Al-Ameri may be deemed the beneficial owner of 62,943,314 of the shares held by BPGIC Holdings Limited. Mr. Al-Ameri disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein.

 

(2) 1,500,000 ordinary shares that may be deemed to be beneficially owned by Mr. Al-Ameri as the sole shareholder of O2 Investments Limited (the general partner of HBS Investments LP) have been placed in escrow as collateral for a guaranty by HBS Investments LP.

 

(3) The percentage reported in this Schedule 13D is based upon 109,587,854 ordinary shares outstanding as of July 31, 2020 according to the Prospectus filed by Brooge Energy Limited on August 26, 2020 pursuant to Rule 424(b)(3) promulgated under the Securities Act of 1933, as amended, with respect to the Registration Statement on Form F-1 filed by Brooge Energy Limited on August 17, 2020 (Registration No. 333-248068).

 

 

CUSIP No. G1611B 107

 

(1) Names of reporting persons	H Capital International LP
(2) Check the appropriate box if a member of a group (see instructions)	(a) ☐   (b) ☒
(3) SEC use only
(4) Source of funds (see instructions)	OO
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)	☐
(6) Citizenship or place of organization	Cayman Islands
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power	0
(8) Shared voting power	8,991,043(1)
(9) Sole dispositive power	0
(10) Shared dispositive power	8,991,043(1)
(11) Aggregate amount beneficially owned by each reporting person	8,991,043(1)
(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions)	☐
(13) Percent of class represented by amount in Row (11)	8.2%(1)(2)
(14) Type of reporting person (see instructions)	PN

 

(1) Represents the interests of H Capital International LP, as a shareholder of Brooge Petroleum and Gas Investment Company (BPGIC) PLC, in the shares held by BPGIC Holdings Limited. H Capital International LP’s pro rata portion of the ordinary shares held in escrow is 9.1%. H Capital International LP disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

 

(2) The percentage reported in this Schedule 13D is based upon 109,587,854 ordinary shares outstanding as of July 31, 2020 according to the Prospectus filed by Brooge Energy Limited on August 26, 2020 pursuant to Rule 424(b)(3) promulgated under the Securities Act of 1933, as amended, with respect to the Registration Statement on Form F-1 filed by Brooge Energy Limited on August 17, 2020 (Registration No. 333-248068).

 

 

CUSIP No. G1611B 107

 

(1) Names of reporting persons	Gyan Investments Limited
(2) Check the appropriate box if a member of a group (see instructions)	(a) ☐   (b) ☒
(3) SEC use only
(4) Source of funds (see instructions)	OO
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)	☐
(6) Citizenship or place of organization	Cayman Islands
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power	0
(8) Shared voting power	8,991,043(1)
(9) Sole dispositive power	0
(10) Shared dispositive power	8,991,043(1)
(11) Aggregate amount beneficially owned by each reporting person	8,991,043(1)
(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions)	☐
(13) Percent of class represented by amount in Row (11)	8.2%(1)(2)
(14) Type of reporting person (see instructions)	CO

 

(1) Represents the interests of H Capital International LP, as a shareholder of Brooge Petroleum and Gas Investment Company (BPGIC) PLC, in the shares held by BPGIC Holdings Limited. Gyan Investments Limited is the general partner of H Capital International LP, consequently, it may be deemed the beneficial owner of 8,991,043 of the shares held by BPGIC Holdings Limited. Gyan Investments Limited disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

 

(2) The percentage reported in this Schedule 13D is based upon 109,587,854 ordinary shares outstanding as of July 31, 2020 according to the Prospectus filed by Brooge Energy Limited on August 26, 2020 pursuant to Rule 424(b)(3) promulgated under the Securities Act of 1933, as amended, with respect to the Registration Statement on Form F-1 filed by Brooge Energy Limited on August 17, 2020 (Registration No. 333-248068).

 

 

CUSIP No. G1611B 107

 

(1) Names of reporting persons	Hind Mohammed Muktar Ahmed
(2) Check the appropriate box if a member of a group (see instructions)	(a) ☐   (b) ☒
(3) SEC use only
(4) Source of funds (see instructions)	PF/OO
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)	☐
(6) Citizenship or place of organization	United Arab Emirates
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power	0
(8) Shared voting power	8,991,043(1)
(9) Sole dispositive power	0
(10) Shared dispositive power	8,991,043(1)
(11) Aggregate amount beneficially owned by each reporting person	8,991,043(1)
(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions)	☐
(13) Percent of class represented by amount in Row (11)	8.2%(1)(2)
(14) Type of reporting person (see instructions)	IN

 

(1) Represents the interest of H Capital International LP, as a shareholder of Brooge Petroleum and Gas Investment Company (BPGIC) PLC, in the shares held by BPGIC Holdings Limited. Mrs. Hind Mohammed Muktar Ahmed is the sole shareholder of Gyan Holdings Limited, the general partner of H Capital International LP, consequently, she may be deemed the beneficial owner of 8,991,043 of the shares held by BPGIC Holdings Limited. Mrs. Hind Mohammed Muktar Ahmed disclaims beneficial ownership of any shares other than to the extent she may have a pecuniary interest therein.

 

(2) The percentage reported in this Schedule 13D is based upon 109,587,854 ordinary shares outstanding as of July 31, 2020 according to the Prospectus filed by Brooge Energy Limited on August 26, 2020 pursuant to Rule 424(b)(3) promulgated under the Securities Act of 1933, as amended, with respect to the Registration Statement on Form F-1 filed by Brooge Energy Limited on August 17, 2020 (Registration No. 333-248068).

 

 

CUSIP No. G1611B 107

 

(1) Names of reporting persons	Mohammad Bin Khalifa Bin Zayed Al Nahyan
(2) Check the appropriate box if a member of a group (see instructions)	(a) ☐   (b) ☒
(3) SEC use only
(4) Source of funds (see instructions)	PF/OO
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)	☐
(6) Citizenship or place of organization	United Arab Emirates
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power	0
(8) Shared voting power	21,900,000(1)
(9) Sole dispositive power	0
(10) Shared dispositive power	21,900,000(1)
(11) Aggregate amount beneficially owned by each reporting person	21,900,000(1)
(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions)	☐
(13) Percent of class represented by amount in Row (11)	20%(1)(2)
(14) Type of reporting person (see instructions)	IN

 

(1) Represents the interests of Mohammad Bin Khalifa Bin Zayed Al Nahyan, as a shareholder of Brooge Petroleum and Gas Investment Company (BPGIC) PLC, in the shares held by BPGIC Holdings Limited. Mohammad Bin Khalifa Bin Zayed Al Nahyan’s pro rata portion of the ordinary shares held in escrow is 22.2%.

 

(2) The percentage reported in this Schedule 13D is based upon 109,587,854 ordinary shares outstanding as of July 31, 2020 according to the Prospectus filed by Brooge Energy Limited on August 26, 2020 pursuant to Rule 424(b)(3) promulgated under the Securities Act of 1933, as amended, with respect to the Registration Statement on Form F-1 filed by Brooge Energy Limited on August 17, 2020 (Registration No. 333-248068).

 

 

This Amendment No. 2 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 2”) amends the Statement of Beneficial Ownership on Schedule 13D filed by (i) BPGIC Holdings Limited, a Cayman Islands exempted company (“BPGIC Holdings”); (ii) Nicolaas L. Paardenkooper, the Chief Executive Officer of the the Issuer, BPGIC Holdings and BPGIC PLC (“Mr. Paardenkooper”); (iii) Brooge Petroleum and Gas Investment Company (BPGIC) PLC, a company incorporated under the laws of England and Wales (“BPGIC PLC”), the sole shareholder of BPGIC Holdings; (iv) SBD International LP, a Cayman Islands exempted limited partnership (“SBD”); (v) SD Holding Limited, a Cayman Islands exempted company (“SD”), the general partner of SBD; (vi) HBS Investments LP, a Cayman Islands exempted limited partnership (“HBS” or the “Guarantor”); (vii) O2 Investments Limited, a Cayman Islands exempted company (“O2”), the general partner of HBS; (viii) Salman Dawood Salman Al-Ameri the sole shareholder of SD and O2 (“Mr. Al-Ameri”); (ix) H Capital International LP, a Cayman Islands exempted limited partnership (“H Capital”); (x) Gyan Investments Limited, a Cayman Islands exempted company (“Gyan”), the general partner of H Capital; (xi) Hind Mohammed Muktar Ahmed, the sole shareholder of Gyan (“Mrs. Ahmed”); and (xii) Mohammad Bin Khalifa Bin Zayed Al Nahyan (Mohammad Bin Khalifa Bin Zayed Al Nahyan together with BPGIC Holdings, Mr. Paardenkooper, BPGIC PLC, SBD, SD, HBS Investments LP, O2, Mr. Al-Ameri, H Capital, Gyan and Mrs. Ahmed the “Reporting Persons”) on December 30, 2019 as amended by Amendment No. 1 to the Statement of Beneficial Ownership on Schedule 13D (“Amendment No. 1”) filed by the Reporting Persons on April 21, 2020 (as amended, the “Statement”). Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Statement.

 

This Amendment No. 2 is filed (i) to correct a calculation error that inadvertently included 217,687 of the Ordinary Shares that were transferred in the Transactions reported in Amendment No. 1 as still being beneficially owned by BPGIC Holdings, Mr. Paardenkooper, BPGIC PLC, SBD, SD and Mr. Al-Ameri, and (ii) to amend and restate Item 7 to consolidate the exhibit lists of the initial filing and Amendment No. 1.

 

Except as expressly amended by this Amendment No. 2, the Statement is not amended in any respect, and the disclosures set forth in the Statement, other than as amended herein are incorporated by reference herein.

 

Item 2. Identity and Background.

 

Item 2(a) of the Statement is hereby amended and restated in its entirety as follows:

 

(a) This statement is filed by:

 

	i.	BPGIC Holdings, which is the holder of record of 85.6% of the Issuer’s outstanding Ordinary Shares based on the number of Ordinary Shares outstanding (109,587,854) as of July 31, 2020 (the “Ordinary Shares Outstanding”) as reported by the Issuer on the Prospectus filed by the Issuer on August 26, 2020 pursuant to Rule 424(b)(3) promulgated under the Securities Act of 1933, as amended, with respect to the Registration Statement on Form F-1 filed by the Issuer on August 17, 2020 (Registration No. 333-248068);
	ii.	Mr. Paardenkooper, who is the Chief Executive Officer of the Issuer, BPGIC Holdings and BPGIC PLC;
	iii.	BPGIC PLC, which is the sole shareholder of BPGIC Holdings, and therefore may be considered the beneficial owner of 85.6% of the Ordinary Shares Outstanding.
	iv.	SBD which may be considered the beneficial owner of 48.7% of the Ordinary Shares Outstanding;
	v.	SD which is the general partner of SBD, and therefore may be considered the beneficial owner of 48.7% of the Ordinary Shares Outstanding;
	vi.	HBS which may be considered the beneficial owner of 8.8% of the Ordinary Shares Outstanding;
	vii.	O2, which is the general partner of HBS, and therefore may be considered the beneficial owner of 8.8% of the Ordinary Shares Outstanding;

 

 

	viii.	Mr. Al-Ameri, who is the sole shareholder of SD and O2, and therefore may be considered the beneficial owner of 57.4% of the Ordinary Shares Outstanding;
	ix.	H Capital which may be considered the beneficial owner of 8.2% of the Ordinary Shares Outstanding;
	x.	Gyan, which is the general partner of H Capital, and therefore may be considered the beneficial owner of 8.2% of the Ordinary Shares Outstanding;
	xi.	Mrs. Ahmed, who is the sole shareholder of Gyan, and therefore may be considered the beneficial owner of 8.2% of the Ordinary Shares Outstanding; and
	xii.	Mohammad Bin Khalifa Bin Zayed Al Nahyan, who may be considered the beneficial owner of 20% of the Ordinary Shares Outstanding.

 

Item 5. Interest in Securities of the Issuer.

 

Items 5(a) and (b) of the Report are hereby amended and restated in their entirety as follows:

 

(a) and (b). The aggregate number and percentage of Ordinary Shares beneficially owned by each Reporting Person are as follows:

 

i.

BPGIC Holdings is the holder of record of 93,834,357 Ordinary Shares which constitutes 85.6% of the Ordinary Shares Outstanding;

 

ii.

Mr. Paardenkooper, as the Chief Executive Officer of BPGIC Holdings and BPGIC PLC, may be deemed to share voting and dispositive power over the 93,834,357 Ordinary Shares which are held by BPGIC Holdings constituting 85.6% of the Ordinary Shares Outstanding. Mr. Paardenkooper disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein.

  

iii.

BPGIC PLC, as the sole shareholder of BPGIC Holdings, may be deemed to share voting and dispositive power over the 93,834,357 Ordinary Shares which are held by BPGIC Holdings constituting 85.6% of the Ordinary Shares Outstanding. BPGIC PLC disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

 

iv.

SBD, though its ownership interest in BPGIC PLC, may be deemed to share voting and dispositive power over 53,318,947 Ordinary Shares constituting 48.7% of the Ordinary Shares Outstanding. SBD disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

 

v.

SD, as the general partner of SBD, may be deemed to share voting and dispositive power over 53,318,947 Ordinary Shares constituting 48.7% of the Ordinary Shares Outstanding. SD disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

 

vi.

HBS, through its ownership interest in BPGIC PLC, may be deemed to share voting and dispositive power over 9,624,367 Ordinary Shares constituting 8.8% of the Ordinary Shares Outstanding. HBS disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

 

vii.

O2, as the general partner of HBS, may be deemed to share voting and dispositive power over 9,624,367 Ordinary Shares constituting 8.8% of the Ordinary Shares Outstanding. O2 disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

 

viii.

Mr. Al-Ameri, as the sole shareholder of SD and O2, may be deemed to share voting and dispositive power over 62,943,314 Ordinary Shares constituting 57.4% of the Ordinary Shares Outstanding. Mr. Al-Ameri disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein.

 

 

ix.

H Capital, through its ownership interest in BPGIC PLC, may be deemed to share voting and dispositive power over 8,991,043 Ordinary Shares constituting 8.2% of the Ordinary Shares Outstanding. H Capital disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

 

x.

Gyan, as the general partner of H Capital, may be deemed to share voting and dispositive power over 8,991,043 Ordinary Shares constituting 8.2% of the Ordinary Shares Outstanding. Gyan disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

 

xi.

Mrs. Ahmed, as the sole shareholder of Gyan, may be deemed to share voting and dispositive power over 8,991,043 Ordinary Shares constituting 8.2% of the Ordinary Shares Outstanding. Mrs. Ahmed disclaims beneficial ownership of any shares other than to the extent she may have a pecuniary interest therein.

 

xii.

Mohammad Bin Khalifa Bin Zayed Al Nahyan, through his ownership interest in BPGIC PLC, may be deemed to share voting and dispositive power over 21,900,000 Ordinary Shares constituting 20% of the Ordinary Shares Outstanding. Mohammad Bin Khalifa Bin Zayed Al Nahyan disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The following sections of Item 6 are hereby amended and restated as follows solely to revise the exhibit numbers of the contracts, arrangements, understandings and relationships described.

 

Letter of Intent, Guaranty and Escrow Agreement

 

On December 19, 2019, the Guarantor and the Investor signed the Letter of Intent regarding certain incentives to be provided by the Guarantor to Investor in connection with the Investor’s purchase of the Purchased Shares for the Purchase Price and reversal of redemption election with respect to the Purchased Shares prior to the Business Combination. Upon the Closing, all ordinary shares of Twelve Seas, including the Purchased Shares, were exchanged for ordinary shares of the Issuer.

 

The Guarantor agreed to guarantee that the Investor would earn an internal rate of return on the Purchased Shares equal to 15% of the Purchase Price (compounded annually) (the “Guaranteed Return”) for a period beginning on December 19, 2019 and ending on the earlier of (i) the third anniversary of the Closing or (ii) the date when the Investor ceases to hold any Purchased Shares and the Guarantor has made all payments due to the Investor. Amounts due from the Guarantor to the Investor shall be measured, and if necessary paid in cash, annually, beginning on December 19, 2020 (any such payment in respect of the Guaranteed Return a “Guaranty Payment”). The Guarantor shall, within six months of the Investor’s purchase, cause 1,500,0000 Ordinary Shares in which it has a beneficial interest (the “Collateral Shares”, and all Ordinary Shares in which the Guarantor has a beneficial interest, the “Beneficial Shares”) to be placed in escrow. The sale of the Collateral Shares is one source of available funds for the Guarantor to make Guaranty Payments, if necessary. If the Guarantor has not transferred the Collateral Shares to escrow within six months of the Investor’s purchase, Guarantor shall transfer 12,500 Beneficial Shares per quarter until the transfer is completed. If the Guaranteed Return is achieved in a particular year without the use of proceeds of the sale of Collateral Shares, Guarantor shall cause to be transferred to Investor that number of Beneficial Shares equal to 66,500 multiplied by a fraction, the numerator of which is the number of Purchased Shares still owned by the Investor and the denominator of which is 1,000,000 (any such shares “Make-Whole Shares”).

 

The Guarantor also agreed to cause 50,000 Beneficial Shares to be transferred to the Investor within six months of the Closing as a commitment fee (the “Commitment Shares”). The Commitment Shares are not taken into account in measuring the Investor’s internal rate of return. The parties agreed to execute definitive documents within 30 days of the Closing, which deadline was subsequently extended by mutual agreement of the parties to January 30, 2020.

 

The foregoing description of the Letter of Intent is qualified in its entirety by reference to the full text of such document, a copy of which is attached hereto as Exhibit 99.11, and is incorporated herein by reference.

 

 

The Commitment Shares and any Make-Whole Shares will be transferred to the Investor subject to the Dividend Waiver pursuant to that certain Joinder to Dividend Waiver, dated as of January 28, 2020 signed by Anvil Trust (the “Anvil Dividend Waiver Joinder”). The description of the Anvil Dividend Waiver Joinder is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Exhibit 99.12, and is incorporated herein by reference.

 

On January 30, 2020, Guarantor entered into the definitive guaranty agreement in favor and for the benefit of Investor (the “Guaranty”) on the terms and conditions set forth in the Letter of Intent. The description of the Guaranty is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Exhibit 99.13, and is incorporated herein by reference.

 

The Collateral Shares will be placed into a separate segregated escrow account (the “Investor Escrow Account”) and released in accordance with the escrow agreement, (the “Investor Escrow Agreement”) by and among BPGIC Holdings, Continental Stock Transfer & Trust Company (“Continental”), and Investor. So long as the Collateral Shares are held in the Investor Escrow Account, any dividends, distributions or other income paid on or otherwise accruing to such Collateral Shares (together with the Collateral Shares, the “Investor Escrow Property”), shall belong to BPGIC Holdings. While the Investor Escrow Shares are held in the Investor Escrow Account, BPGIC Holdings shall have all voting, consent and other rights (including the rights to dividends, distributions or other income paid or accruing to the Investor Escrow Shares). The Investor Escrow Agreement provides that BPGIC Holdings shall be permitted to (with the prior written consent of Investor): (i) pledge or otherwise encumber the Investor Escrow Shares as collateral security for documented loans entered into by BPGIC Holdings or (ii) transfer its rights to the Investor Escrow Shares to a third party, provided, that (a) in each case of clauses (i) and (ii), that the lender’s or transferee’s rights to any such pledged or transferred Investor Escrow Shares shall be subject to the provisions of the Investor Escrow Agreement including the forfeiture provisions contained therein, and (b) in the event of a pledge or encumbrance of the Investor Escrow Property under clause (i) above, BPGIC Holdings may transfer the Investor Escrow Shares to another escrow agent selected by BPGIC Holdings and reasonably acceptable to the Investor.

 

Continental shall release and deliver the Investor Escrow Shares (or such portion thereof) to either BPGIC Holdings or Anvil, as applicable (i) in accordance with joint written instructions executed by BPGIC and Anvil, (ii) to BPGIC upon receipt of written notice from BPGIC (including a copy of the relevant quarterly report prepared in accordance with the Investor Escrow Agreement) confirming that Investor has received the Commitment Shares, the Guaranteed Return and all Make-Whole Shares, if any, due to it, (iii) in accordance with a copy of a final non-appealable judgment or order from a court of competent jurisdiction.

 

The description of the Investor Escrow Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of the form of which is attached hereto as Exhibit 99.14, and is incorporated herein by reference.

 

Share Transfer Letters

 

SBD, by letters dated on or about March 1, 2020 (the “Share Transfer Letters”), undertook to procure the transfer to the Transferees for nil cash consideration the Transfer Shares, an aggregate of 4,833,678 Ordinary Shares, (each such transfer an “Individual Transfer”) in consideration of the valuable contribution such Transferees have made to the success of BPGIC. The description of the Share Transfer Letters is qualified in its entirety by reference to the full text of such letters, a copy of the form of which is attached hereto as Exhibit 99.15, and is incorporated herein by reference.

 

The Transfer Shares will be transferred to each Transferee subject to the Dividend Waiver pursuant to those certain Joinders to Dividend Waiver, to be signed by each of the Transferees (each a “Transferee Dividend Waiver Joinder”). The description of the Transferee Dividend Waiver Joinder is qualified in its entirety by reference to the full text of such agreements, a copy of the form of which is attached hereto as Exhibit 99.16, and is incorporated herein by reference.

 

 

Transferee Voting Agreement

 

As a condition of the Individual Transfers, each Transferee will enter into a Transferee Voting Agreement in favor of BPGIC Holdings (each a “Transferee Voting Agreement” and collectively, the “Transferee Voting Agreements”). The Transferee Voting Agreements apply to the ordinary shares transferred to each Transferee in the Individual Transfers (collectively, the “Subject Shares”). Each Transferee Voting Agreement provides that from and after the date of the Individual Transfers until such Transferee Voting Agreement terminates, at each meeting of the shareholders of the Issuer and in each written consent or resolutions of the Issuer shareholders in which a Transferee is entitled to vote, consent or approve, such Transferee unconditionally and irrevocably agrees to be present for such meeting and vote its Subject Shares (in person or by proxy), as directed by BPGIC Holdings, or consent to any action by written consent or resolution with respect to all such matters, as directed by BPGIC Holdings. Each Transferee Voting Agreement terminates upon the earlier to occur of (i) the mutual written consent of BPGIC Holdings and the subject Transferee and (ii) with respect to a Transferee, automatically on the date such Transferee no longer holds any Subject Shares. Upon completion of the Individual Transfers, the Transferees will own an aggregate of 4,833,678 Ordinary Shares constituting 4.4% of the Ordinary Shares Outstanding.

 

The description of the Transferee Voting Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of the form of which is attached hereto as Exhibit 99.17, and is incorporated herein by reference.

 

Joinder to BPGIC Registration Rights Agreement

 

As a condition of the Individual Transfers, the Transferees, the Issuer and BPGIC Holdings will enter into joinders to the registration rights agreement (each a “Joinder to Registration Rights Agreement” and collectively, the “Joinders to Registration Rights Agreement”), pursuant to the terms of that certain registration rights agreement dated December 20, 2019 (as amended by the Joinders to Registration Rights Agreement, the “Registration Rights Agreement”) by and between the Issuer and BPGIC Holdings, which became effective upon the Closing, with respect to the Ordinary Shares received by BPGIC Holdings at the Closing (the “BPGIC Holdings Shares”). Under the Registration Rights Agreement, BPGIC Holdings has, and the Transferees as its assignees will have, registration rights that obligate the Issuer to register for resale under the Securities Act all or any portion of the ordinary shares received by BPGIC Holdings at the Closing, including the ordinary shares that will be transferred to the Transferees in the Individual Transfers (together with any securities issued as a dividend or distribution with respect thereto or in exchange therefor, the “Registrable Securities”), except that the Issuer is not obligated to register Registrable Securities subject to the escrow agreement, dated as of May 10, 2019, by and among the Issuer, Continental and BPGIC Holdings (as assignee of BPGIC PLC) as amended by First Amendment to the Escrow Agreement, dated December 20, 2019, by and among BPGIC Holdings, Continental and the Issuer until they are released from the escrow account established pursuant to such agreement. The holders of a majority-in-interest of the Registrable Securities are entitled under the Registration Rights Agreement to make written demands for registration under the Securities Act of all or part of their Registrable Securities (provided, however, that the Issuer is not obligated to effect more than four (4) of such written demands), and the other holders of Registrable Securities will be entitled to join in such demand registration. Subject to certain exceptions, if the Issuer proposes to file a registration statement under the Securities Act with respect to the registration of or an offering of equity securities, under the Registration Rights Agreement, the Issuer shall give notice to BPGIC Holdings and all other holders of Registrable Securities as to the proposed filing and offer them an opportunity to register the sale of such number of Registrable Securities as requested by the holders in writing, subject to customary cut-backs. In addition, the Registration Rights Agreement provides that subject to certain exceptions, the holders of Registrable Securities shall be entitled under the Registration Rights Agreement to request in writing that the Issuer register the resale of any or all of such Registrable Securities on Form F-3 or S-3 and any similar short-form registration that may be available at such time. Under the Registration Rights Agreement, the Issuer agrees to indemnify the holders of Registrable Securities and certain persons or entities related to them, such as their officers, directors, employees, agents and representatives, against any losses or damages resulting from any untrue statement of a material fact or omission of a material fact in any registration statement or prospectus pursuant to which they sell Registrable Securities, unless such liability arose from the Issuer’s reliance upon and conformity with information furnished in writing by such holder (or certain persons or entities related to them), for use in such documents. The holders of Registrable Securities will indemnify the Issuer and certain persons or entities related to the Issuer, such as its officers and directors and underwriters, against any losses that arise out of or are based upon such untrue statement of a material fact or omission to state to material fact, in any registration statement or prospectus pursuant to which they sell their Registrable Securities, where they were made (or not made) by the Issuer in reliance upon and in conformity with information furnished in writing to it by such holder.

  

The description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 4.76 to the Shell Company Report on Form 20-F, filed by the Issuer with the SEC on December 30, 2019 and is incorporated by reference herein as Exhibit 99.4.

 

The description of the Joinder to the Registration Rights Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of the form of which is attached hereto as Exhibit 99.18, and is incorporated herein by reference.

 

 

Item 7. Material to be Filed as Exhibits.

 

Item 7 is hereby amended and restated in its entirety as follows:

 

99.1*		Schedule of Information Respecting Persons Specified by Instruction C.
99.2		Escrow Agreement, dated as of May 10, 2019, by and among Brooge Holdings Limited, BPGIC Holdings Limited (as assignee of Brooge Petroleum and Gas Investment Company (BPGIC) PLC), and Continental Stock Transfer and Trust Company (incorporated by reference to Exhibit 10.1 of BPGIC International’s Form 8-K (File No. 001-38540), filed with the SEC on May 13, 2019).
99.3#		First Amendment to Escrow Agreement, dated as of December 20, 2019, by and among Brooge Holdings Limited, BPGIC Holdings Limited (as assignee of Brooge Petroleum and Gas Investment Company (BPGIC) PLC), and Continental Stock Transfer and Trust Company (incorporated by reference to Exhibit 4.72 of Brooge Holdings Limited’s Form 20-F (File No. 001-39171), filed with the SEC on December 30, 2019).
99.4		BPGIC Registration Rights Agreement, dated as of December 20, 2019, by and between Brooge Holdings Limited and BPGIC Holdings Limited (incorporated by reference to Exhibit 4.76 of Brooge Holdings Limited’s Form 20-F (File No. 001-39171), filed with the SEC on December 30, 2019).
99.5		Voting Agreement, dated as of December 20, 2019, by and among BPGIC Holdings Limited, Twelve Seas Sponsors I LLC, Gregory Stoupnitzky and Suneel G. Kaji (incorporated by reference to Exhibit 4.73 of Brooge Holdings Limited’s Form 20-F (File No. 001-39171), filed with the SEC on December 30, 2019).
99.6		Form of Dividend Waiver (incorporated by reference to Exhibit 4.80 of Brooge Holdings Limited’s Form 20-F (File No. 001-39171), filed with the SEC on December 30, 2019).
99.7		Deed Poll, dated November 19, 2019 in favor of the registered holders of $75,000,000 guaranteed subordinated convertible securities due 2024 (incorporated by reference to Exhibit 99.7 of the Statement of Beneficial Ownership on Schedule 13D (File No. 005-91273) filed by the Reporting Persons with the SEC on December 30, 2019).
99.8#		MENA Escrow Agreement, dated as of December 19, 2019, by and among BPGIC Holdings Limited, MENA Energy Holdings Services Limited and Continental Stock Transfer and Trust Company (incorporated by reference to Exhibit 99.8 of the Statement of Beneficial Ownership on Schedule 13D (File No. 005-91273) filed by the Reporting Persons with the SEC on December 30, 2019).
99.9#		New Securityholders’ Agreement, dated as of December 20, 2019, by and among BPGIC Holdings Limited, MENA Energy Holdings Services Limited and Brooge Petroleum and Gas Investment Company (BPGIC) PLC (incorporated by reference to Exhibit 99.9 of the Statement of Beneficial Ownership on Schedule 13D (File No. 005-91273) filed by the Reporting Persons with the SEC on December 30, 2019).
99.10		Joint Filing Agreement, dated as of December 30, 2019, by and among BPGIC Holdings Limited, Brooge Petroleum and Gas Investment Company (BPGIC) PLC, Nicolaas Paadenkooper, Mohammad Bin Khalifa Bin Zayed Al Nahyan, SBD International LP, SD Holding Limited, Salman Dawood Salman Al-Ameri, HBS Investments Limited, O2 Investments Limited, H Capital International LP, Gyan Investments Limited and Hind Mohammed Muktar Ahmed (incorporated by reference to Exhibit 99.10 of the Statement of Beneficial Ownership on Schedule 13D (File No. 005-91273) filed by the Reporting Persons with the SEC on December 30, 2019).
99.11#		Letter of Intent, dated as of December 19, 2019, by and among HBS Investments LP and Anvil Trust (incorporated by reference to Exhibit 99.1 of Amendment No. 1 to Statement of Beneficial Ownership on Schedule 13D (File No. 005-91273) filed by the Reporting Persons with the SEC on April 21, 2020).
99.12		Joinder to Divided Waiver, dated as of January 28, 2020, entered into by Anvil Trust (incorporated by reference to Exhibit 99.2 of Amendment No. 1 to Statement of Beneficial Ownership on Schedule 13D (File No. 005-91273) filed by the Reporting Persons with the SEC on April 21, 2020).
99.13		Guaranty, dated as of January 30, 2020, by and among HBS Investments LP and Anvil Trust (incorporated by reference to Exhibit 99.3 of Amendment No. 1 to Statement of Beneficial Ownership on Schedule 13D (File No. 005-91273) filed by the Reporting Persons with the SEC on April 21, 2020).
99.14#		Form of Escrow Agreement, by and among BPGIC Holdings Limited, Continental Stock Transfer & Trust Company and Anvil Trust (incorporated by reference to Exhibit 99.4 of Amendment No. 1 to Statement of Beneficial Ownership on Schedule 13D (File No. 005-91273) filed by the Reporting Persons with the SEC on April 21, 2020).
99.15		Form of Share Transfer Letter (incorporated by reference to Exhibit 99.5 of Amendment No. 1 to Statement of Beneficial Ownership on Schedule 13D (File No. 005-91273) filed by the Reporting Persons with the SEC on April 21, 2020).
99.16		Form of Transferee Dividend Waiver Joinder (incorporated by reference to Exhibit 99.6 of Amendment No. 1 to Statement of Beneficial Ownership on Schedule 13D (File No. 005-91273) filed by the Reporting Persons with the SEC on April 21, 2020).
99.17		Form of Transferee Voting Agreement, by and among BPGIC Holdings Limited and the Transferees (incorporated by reference to Exhibit 99.7 of Amendment No. 1 to Statement of Beneficial Ownership on Schedule 13D (File No. 005-91273) filed by the Reporting Persons with the SEC on April 21, 2020).
99.18#		Form of Joinder to Registration Rights Agreement, by and among Brooge Energy Limited, BPGIC Holdings Limited and the Transferees (incorporated by reference to Exhibit 99.9 of Amendment No. 1 to Statement of Beneficial Ownership on Schedule 13D (File No. 005-91273) filed by the Reporting Persons with the SEC on April 21, 2020).

 

* Filed herewith.

 

^# Schedules to this exhibit have been omitted. The Reporting Persons hereby agree to furnish a copy of any omitted schedules to the Commission upon request.

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: October 5, 2020

 

	BPGIC HOLDINGS LIMITED
	By:	/s/ Nicolaas L. Paardenkooper
	Name:	Nicolaas L. Paardenkooper
	Title:	Chief Executive Officer
	/s/ Nicolaas L. Paardenkooper
	Nicolaas L. Paardenkooper

 

	BROOGE PETROLEUM AND GAS INVESTMENT COMPANY (BPGIC) PLC
	By:	/s/ Nicolaas L. Paardenkooper
	Name:	Nicolaas L. Paardenkooper
	Title:	Chief Executive Officer
	SBD INTERNATIONAL LP
	By: SD Holding Limited, its general partner
	By:	/s/ Salman Dawood Salman Al-Ameri
	Name:	Salman Dawood Salman Al-Ameri
	Title:	Director

 

	SD HOLDING LIMITED
	By:	/s/ Salman Dawood Salman Al-Ameri
	Name:	Salman Dawood Salman Al-Ameri
	Title:	Director
	/s/ Salman Dawood Salman Al-Ameri
	Salman Dawood Salman Al-Ameri

 

[Signature Page to Amendment No. 2 to Schedule 13D]

 

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

  

Date: October 5, 2020 

 

	HBS INVESTMENTS LP
	By:	O2 Investments Limited, its general partner
	By:	/s/ Salman Dawood Salman Al-Ameri
	Name:	Salman Dawood Salman Al-Ameri
	Title:	Director

 

	O2 INVESTMENTS LIMITED
	By:	/s/ Salman Dawood Salman Al-Ameri
	Name:	Salman Dawood Salman Al-Ameri
	Title:	Director

 

	H CAPITAL INTERNATIONAL LP
	By:	Gyan Investments Limited, its general partner
	By:	/s/ Hind Mohammed Muktar Ahmed
	Name:	Hind Mohammed Muktar Ahmed
	Title:	Director

 

	GYAN INVESTMENTS LIMITED
	By:	/s/ Hind Mohammed Muktar Ahmed
	Name:	Hind Mohammed Muktar Ahmed
	Title:	Director
	/s/ Hind Mohammed Muktar Ahmed
	Name: Hind Mohammed Muktar Ahmed

 

[Signature Page to Amendment No. 2 to Schedule 13D]

 

   

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: October 5, 2020 

 

	/s/ Mohammad Bin Khalifa Bin Zayed Al Nahyan
	Name: Mohammad Bin Khalifa Bin Zayed Al Nahyan

   

 

[Signature Page to Amendment No. 2 to Schedule 13D]

 

 

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