Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of December 2023

 

Commission File Number 001-39171

 

BROOGE ENERGY LIMITED

(Translation of registrant’s name into English)

 

c/o Brooge Petroleum and Gas Investment Company FZE

P.O. Box 50170

Fujairah, United Arab Emirates

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒ Form 40-F ☐

 

 

 

 

 

 

CONTENTS

 

Resignation of Dr. Yousef Al Assaf from the Chairman and Director of the Board of Director Positions; Appointment of Alexander Lawson and Guy Wall to the Board of Directors

 

On December 11, 2023, Dr. Yousef Al Assaf resigned from his positions as the Chairman and Director of the Board of Directors of Brooge Energy Limited (the “Company”) and all its subsidiaries companies.

 

On December 14, 2023, the Company issued a press release announcing Dr. Yousef Al Assaf’s resignation, and the appointment of Alexander Lawson and Guy Wall to the Board of Directors of the Company, effective immediately.

 

Alexander Lawson is a Managing Director and the Head of Alvarez & Marsal Cayman Islands Limited (“A&M”) and is a qualified Cayman Islands Insolvency Practitioner. He brings 15+ years of experience in restructuring and specializing in offshore and cross border engagements focusing on hedge and private equity funds, mining, oil and gas and alternative investments. Mr. Lawson also worked at KPMG in the Cayman Islands for ten years and was a Partner in the Restructuring Practice. Mr. Lawson earned bachelor’s degrees in both commerce and law from the University of Queensland. Mr. Lawson is an admitted lawyer (non-practicing) with the Supreme Court of Queensland, Australia and is a CPI and JIEB pass holder with the Insolvency Practitioners Association of England and Wales and member of INSOL and the Cayman Islands RISA chapter. He is an Insolvency Practitioner in the Cayman Islands and Chartered Accountant (Australia & New Zealand).

 

Guy Wall is the Managing Director with Alvarez & Marsal Middle East Limited’s Restructuring practice in Dubai. Mr. Wall earned a bachelor’s degree in accounting and finance from Charles Sturt University in Australia. He is a member of CPA Australia and is a Registered Liquidator in the Dubai International Financial Centre and the Abu Dhabi Global Market.

 

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Exhibit No.		Description of Exhibit
99.1		Press Release dated December 14, 2023.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	BROOGE ENERGY LIMITED
Date: December 14, 2023	By:	/s/ Paul Ditchburn
		Name:	Paul Ditchburn
		Title:	Chief Financial Officer

 

 

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Exhibit 99.1

 

 

Brooge Energy Appoints Two New Members to the Board of Directors

 

NEW YORK, December 14, 2023, Brooge Energy Ltd, (“Brooge Energy” or the “Company”) (NASDAQ: BROG), a Cayman Islands-based infrastructure provider, which is currently engaged in clean petroleum products and biofuels and crude oil storage and related services, today announced the appointment of Alexander Lawson and Guy Wall to the Board of Directors, effective December 14, 2023. Dr. Yousef Al Assaf has resigned as Chairman and Director of the Board of Directors effective December 11, 2023.

 

Alexander Lawson and Guy Wall are the joint official liquidators of BPGIC Holdings Limited (“BPGICHL”), the owner of approximately 85.6% of the Company’s share capital. BPGICHL was placed into official liquidation on November 20, 2023 pursuant to an order by the Grand Court of the Cayman Islands. Messrs. Lawson and Wall have been appointed to the Board of Directors as result of a request by BPGICHL to the Company and in accordance with the Company’s Memorandum and Articles of Association.

 

Alex Lawson is a Managing Director and the Head of Alvarez & Marsal Cayman Islands Limited (“A&M”) and is a qualified Cayman Islands Insolvency Practitioner. Mr. Lawson also worked at KPMG in the Cayman Islands for ten years and was a Partner in the Restructuring Practice. Mr. Lawson earned bachelor’s degrees in both commerce and law from the University of Queensland and is an Insolvency Practitioner in the Cayman Islands and Chartered Accountant (Australia & New Zealand).

 

Guy Wall is the Managing Director with Alvarez & Marsal Middle East Limited’s Restructuring practice in Dubai. Mr. Wall earned a bachelor’s degree in accounting and finance from Charles Sturt University in Australia. He is a member of CPA Australia and is a Registered Liquidator in the Dubai International Financial Centre and the Abu Dhabi Global Market.

 

“We welcome Alex and Guy to Brooge’s Board and look forward to leveraging their extensive finance and legal experience. On behalf of the entire team, we also want to thank Dr. Al Assaf for his guidance during his tenure as Chairman of the Board,” said Paul Ditchburn the Chief Financial Officer and Chair to the Office of the Chief Executive Officer of Brooge Energy.

 

“Guy and I welcome the opportunity to join the Board and wish to confirm that our appointment as joint official liquidators to BPGIC Holdings Limited does not directly impact the operations of Brooge, which will continue to provide market leading services to its customers. We look forward to helping drive continued growth and value for Brooge and its stakeholders,” said Alexander Lawson.

 

About Brooge Energy Limited

 

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

 

 

 

 

 

Forward-Looking Statements

 

This press release contains statements that are not historical facts, including the Company’s anticipated shift towards green energy and targeted production at BRE’s planned Green Hydrogen and Green Ammonia plant and constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such statements reflect management’s current views based on certain assumptions, and they involve risks and uncertainties. Actual results, events or performance may differ materially from the forward-looking statements due to a number of important factors, and will be dependent upon a variety of factors, including availability of labor and other resources needed to for completion of the new plant, timing of obtaining regulatory approvals needed with respect to the new facility, the Company’s ability to complete construction and initiate operations of the new facility on the anticipated timeline or at all, the Company’s ability to maintain the lease for the new facility, and other risks described in public reports filed by Brooge Energy with the U.S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Brooge Energy does not undertake any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

 

Investor Contact

 

KCSA Strategic Communications
Valter Pinto, Managing Director
[phone]
[e-mail]

 

 

 

 

 

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