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
|
94,052,044(1)(2)(3)
|
(9)
Sole dispositive power
|
0
|
(10)
Shared dispositive power
|
94,052,044(1)(2)(3)
|
(11)
Aggregate amount beneficially owned by each reporting person
|
94,052,044(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)
|
85.8%(1)(2)(3)
|
(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 will be placed in escrow as collateral for a guaranty by
one of its shareholders, HBS Investments LP.
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
|
94,052,044(1)(2)(3)(4)
|
(9)
Sole dispositive power
|
0
|
(10)
Shared dispositive power
|
94,052,044(1)(2)(3)(4)
|
(11)
Aggregate amount beneficially owned by each reporting person
|
94,052,044(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)
|
85.8%(1)(2)(3)(4)
|
(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 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 will be placed in escrow as collateral for a guaranty by HBS Investments LP.
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
|
94,052,044(1)(2)(3)
|
(9)
Sole dispositive power
|
0
|
(10)
Shared dispositive power
|
94,052,044(1)(2)(3)
|
(11)
Aggregate amount beneficially owned by each reporting person
|
94,052,044(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)
|
85.8%(1)(2)(3)
|
(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 will be placed in escrow as collateral for a guaranty by HBS
Investments LP.
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
|
53,536,634(1)
|
(9)
Sole dispositive power
|
0
|
(10)
Shared dispositive power
|
53,536,634(1)
|
(11)
Aggregate amount beneficially owned by each reporting person
|
53,536,634(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)
|
48.9%(1)
|
(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
53,536,634 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.
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
|
53,536,634(1)
|
(9)
Sole dispositive power
|
0
|
(10)
Shared dispositive power
|
53,536,634(1)
|
(11)
Aggregate amount beneficially owned by each reporting person
|
53,536,634(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)
|
48.9%(1)
|
(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 53,536,634 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.
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)
|
(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 will be placed in escrow as collateral
for a guaranty by HBS Investments LP.
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)
|
(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 will be placed in escrow as collateral for a guaranty by HBS Investments LP.
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
|
63,161,001(1)(2)
|
(9)
Sole dispositive power
|
0
|
(10)
Shared dispositive power
|
63,161,001(1)(2)
|
(11)
Aggregate amount beneficially owned by each reporting person
|
63,161,001(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)
|
57.6%(1)(2)
|
(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 63,161,001 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) will be placed in escrow as collateral for a guaranty by HBS Investments LP.
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)
|
(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.
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)
|
(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.
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)
|
(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.
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)
|
(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%.
This
Amendment No. 1 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 1”) 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 Issuer and BPGIC
Holdings (“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 Island 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; (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 (the “Statement”). Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Statement.
This
Amendment No. 1 reports certain completed and pending transactions (collectively, the “Transactions”) in the
Ordinary Shares of the Issuer by certain Reporting Persons pursuant to:
|
(i)
|
a letter
of intent, dated as of December 19, 2019, (the “Letter of Intent”), by and between HBS Investments LP (the
“Guarantor”) and Anvil Trust (the “Investor”) regarding certain incentives to be provided
by the Guarantor to Investor in connection with the Investor’s purchase of 1,000,000 publicly-traded ordinary shares (the
“Purchased Shares”) of Twelve Seas for a purchase price of $10.32 per share (an aggregate of $10,320,000, the
“Purchase Price”) and reversal of redemption election with respect to the Purchased Shares prior to the Business
Combination; and
|
|
(ii)
|
certain
letters from SBD to nine individuals (the “Transferees”) regarding Ordinary Shares that SBD would undertake
to cause BPGIC Holdings to transfer an aggregate of 4,833,678 Ordinary Shares (the “Transferred Shares”) to
such individuals in consideration of the valuable contributions they have made to the success of BPGIC.
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As
the Reporting Persons have committed to complete the Transactions, the beneficial ownerships reported in this Amendment No. 1
reflect the holdings of each Reporting Person after giving effect to all of the pending Transactions.
Item
1. Security and Issuer.
The
Issuer changed its name to Brooge Energy Limited.
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:
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i.
|
BPGIC Holdings,
which is the holder of record of 85.8% of the Issuer’s outstanding Ordinary Shares based on the number of Ordinary Shares
outstanding (109,587,754) as of December 30, 2019 (the “Ordinary Shares Outstanding”), as reported by the Issuer
on the Shell Company Report on Form 20-F, filed by the Issuer with the Securities and Exchange Commission (the “SEC”)
on December 30, 2019;
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|
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ii.
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Mr. Paardenkooper,
who is the Chief Executive Officer of the Issuer and BPGIC Holdings;
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|
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iii.
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BPGIC PLC,
which is the sole shareholder of BPGIC Holdings, and therefore may be considered the beneficial owner of 85.8% of the Ordinary
Shares Outstanding.
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iv.
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SBD which
may be considered the beneficial owner of 48.9% of the Ordinary Shares Outstanding;
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v.
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SD which
is the general partner of SBD, and therefore may be considered the beneficial owner of 48.9% of the Ordinary Shares Outstanding;
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vi.
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HBS which
may be considered the beneficial owner of 8.8% of the Ordinary Shares Outstanding;
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vii.
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O2, which
is the general partner of HBS, and therefore may be considered the beneficial owner of 8.8% of the Ordinary Shares Outstanding;
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viii.
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Mr. Al-Ameri,
who is the sole shareholder of SD and O2, and therefore may be considered the beneficial owner of 57.6% of the Ordinary Shares
Outstanding;
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ix.
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H Capital
which may be considered the beneficial owner of 8.2% of the Ordinary Shares Outstanding;
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x.
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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;
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xi.
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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
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xii.
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Mohammad
Bin Khalifa Bin Zayed Al Nahyan, who may be considered the beneficial owner of 20% of the Ordinary Shares Outstanding.
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Item
3. Source and Amount of Funds or Other Consideration.
No
material change.
Item
4. Purpose of Transaction.
Item
4 of the Statement is hereby amended by adding the following after the last paragraph:
The
Commitment Shares (defined below) and Make-Whole Shares (as defined below) will be transferred to the Investor, and the
Collateral Shares (as defined below) may be sold on the terms and conditions and for the purposes set forth in the section
entitled “Letter of Intent, Guaranty and Escrow Agreement” in response to Item 6, and such section is hereby incorporated
by reference herein in its entirety.
The
Transferred Shares will be Transferred to the Transferees in consideration of the valuable contributions made by the
Transferees to the success of BPGIC. The sections entitled “Share Transfer Letters”, “Transferee Voting
Agreement” and “Joinder to BPGIC Registration Rights Agreement” in Item 6 are hereby incorporated by
reference herein in their entirety.
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:
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i.
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BPGIC
Holdings is the holder of record of 94,052,044 Ordinary Shares which constitutes 85.8% of the Ordinary Shares Outstanding;
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ii.
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Mr.
Paardenkooper, as the Chief Executive Officer of BPGIC Holdings, and BPGIC PLC, the sole shareholder of BPGIC Holdings, may
be deemed to share voting and dispositive power over the 94,052,044 Ordinary Shares which are held by BPGIC Holdings
constituting 85.8% 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.
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iii.
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BPGIC
PLC, as the sole shareholder of BPGIC Holdings, may be deemed to share voting and dispositive power over the 94,052,044 Ordinary
Shares which are held by BPGIC Holdings constituting 85.8% 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.
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iv.
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SBD,
though its ownership interest in BPGIC PLC, may be deemed to share voting and dispositive power over 53,536,634 Ordinary Shares
constituting 48.9% of the Ordinary Shares Outstanding. SBD disclaims beneficial ownership of any shares other than to the
extent it may have a pecuniary interest therein.
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v.
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SD,
as the general partner of SBD, may be deemed to share voting and dispositive power over 53,536,634 Ordinary Shares constituting
48.9% of the Ordinary Shares Outstanding. SD disclaims beneficial ownership of any shares other than to the extent it may
have a pecuniary interest therein.
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vi.
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Guarantor,
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.
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vii.
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O2,
as the general partner of Guarantor, 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.
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viii.
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Mr.
Al-Ameri, as the sole shareholder of SD and O2, may be deemed to share voting and dispositive power over 63,161,001 Ordinary
Shares constituting 57.6% 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.
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ix.
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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.
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x.
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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.
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xi.
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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.
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xii.
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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.
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(c)
Subsection (c) of Item 5 of the Statement is hereby amended to add the following disclosure at the end of such subsection:
The
descriptions of the Letter of Intent, Guaranty and Escrow Agreement, the Share Transfer Letters, the Transferee Voting Agreement,
and the Joinder to BPGIC Registration Rights Agreement under Item 6 of this Amendment No. 1 are incorporated herein by reference
in their entirety.
(d)
Subsection (d) of Item 5 of the Statement is hereby amended and restated in its entirety as follows:
To
the extent set forth in an escrow agreement, the proceeds of the sale of the Collateral Shares (as defined below) may be used
to make Guaranty Payments (as defined below) to the Investor. No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item
6 is hereby amended to add the following disclosure at the end of such item:
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 guaranty 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 99.1, 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 99.2, 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 99.3, 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 99.4, 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 99.5, 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 99.6, 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 99.7, 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 BPGIC Holdings Shares, 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 99.8.
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 99.9, and is incorporated herein by reference.
Item
7. Material to be Filed as Exhibits.
99.1*#
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Letter of Intent, dated as of December 19, 2019, by and among HBS Investments LP and Anvil Trust.
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99.2*
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Joinder to Divided Waiver, dated as of January 28, 2020, entered into by Anvil Trust.
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99.3*
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Guaranty, dated as of January 30, 2020, by and among HBS Investments LP and Anvil Trust.
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99.4*#
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Form of Escrow Agreement, by and among BPGIC Holdings Limited, Continental Stock Transfer & Trust Company and Anvil Trust.
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99.5*
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|
Form of Share Transfer Letter
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99.6*
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Form of Transferee Dividend Waiver Joinder
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99.7*
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Form of Transferee Voting Agreement, by and among BPGIC Holdings Limited and the Transferees.
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99.8
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Registration Rights Agreement, dated as of December 20, 2019, by and between Brooge Energy Limited and BPGIC Holdings Limited (incorporated by reference to Exhibit 4.76 of Brooge Energy Limited’s Form 20-F (File No. 001-39171), filed with the SEC on December 30, 2019).
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99.9*#
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Form of Joinder to Registration Rights Agreement, by and among Brooge Energy Limited, BPGIC Holdings Limited and the Transferees.
|
99.10
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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).
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*
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:
April 21, 2020
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BPGIC
HOLDINGS LIMITED
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By:
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/s/
Nicolaas L. Paardenkooper
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Name:
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Nicolaas
L. Paardenkooper
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Title:
|
Chief
Executive Officer
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|
|
|
/s/
Nicolaas L. Paardenkooper
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|
Nicolaas
L. Paardenkooper
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BROOGE
PETROLEUM AND GAS INVESTMENT COMPANY (BPGIC) PLC
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|
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By:
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/s/
Nicolaas L. Paardenkooper
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|
Name:
|
Nicolaas
L. Paardenkooper
|
|
Title:
|
Chief
Executive Officer
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|
SBD
INTERNATIONAL LP
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|
|
|
By:
SD Holding Limited, its general partner
|
|
|
|
By:
|
/s/
Salman Dawood Salman Al-Ameri
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|
Name:
|
Salman
Dawood Salman Al-Ameri
|
|
Title:
|
Director
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|
SD
HOLDING LIMITED
|
|
|
|
By:
|
/s/
Salman Dawood Salman Al-Ameri
|
|
Name:
|
Salman
Dawood Salman Al-Ameri
|
|
Title:
|
Director
|
|
|
|
|
/s/
Salman Dawood Salman Al-Ameri
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|
Salman
Dawood Salman Al-Ameri
|
[Signature Page to
Amendment No. 1 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:
April 21, 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
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|
O2
INVESTMENTS LIMITED
|
|
|
|
By:
|
/s/
Salman Dawood Salman Al-Ameri
|
|
Name:
|
Salman
Dawood Salman Al-Ameri
|
|
Title:
|
Director
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|
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. 1 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:
April 21, 2020
|
/s/
Mohammad Bin Khalifa Bin Zayed Al Nahyan
|
|
Name:
Mohammad Bin Khalifa Bin Zayed Al Nahyan
|
[Signature Page to
Amendment No. 1 to Schedule 13D]
21