Twelve Seas Investment Company (“Twelve Seas”) (NASDAQ: BROG), announced this evening that ahead of their shareholder vote to complete their combination with Brooge Petroleum and Gas Investment Company FZE (“BPGIC”), they have agreed to irrevocably waive the condition to closing contained in the Business Combination Agreement dated April 15, 2019 which requires the Closing Net Cash to be at least $125,000,000.
Twelve Seas, which intends to hold their completion vote on December 17, 2019, has currently been trading a little below trust value recently. So the news of the net cash closing condition waiver is both a positive and a negative. On the positive side, it means this deal will now get done, regardless of redemption amounts. However, on the negative side, it’s also indicative of the Twelve Seas/Brooge teams preparing for an amount of redemptions below that $125 million condition.
Keep in mind that Brooge Petroleum and Gas Investment Company recently announced their intention to explore a quarterly dividend of $0.25, or $1.00 annualized, which means investors post-closing can expect a dividend yield of approximately $9.7% based on the current trust value of $10.32 per share. Regardless, the Twelve Seas/Brooge teams aren’t taking any chances by removing that closing condition.
Twelve Seas is currently scheduled to hold their shareholder vote to complete their combination with Brooge on December 17, 2019, with a redemption deadline of Friday, December 13, 2019.