Brooge Energy Ltd. Announces Receipt of Nasdaq Non-Compliance Letter
Brooge Energy, an infrastructure provider specializing in Clean Petroleum Products and Biofuels, has received a non-compliance letter from Nasdaq due to its failure to file Form 20-F for the period ending December 31, 2023. The company has 60 days to submit a compliance plan and could be granted an extension until November 11, 2024. The delay in filing is partly due to a board restructure in December 2023 and the final stages of a proposed acquisition by a Dubai Financial Market-listed company. This potential acquisition might lead to Brooge Energy's delisting from Nasdaq, with an estimated closing in the 3rd or 4th quarter of 2024.
- Company specializes in Clean Petroleum Products and Biofuels, an attractive sector for investors.
- Strategic location at the Port of Fujairah, providing a logistical advantage.
- Potential acquisition by a company listed on the Dubai Financial Market could bring new opportunities.
- Opportunity to regain compliance within 60 days or get an extension until November 11, 2024.
- Non-compliance with Nasdaq Listing Rule 5250(c)(1) due to failure to file Form 20-F for 2023.
- Possible delisting from Nasdaq if compliance is not regained.
- Board restructure and acquisition process causing delays in regulatory filings.
- Uncertainty regarding the completion and impact of the proposed acquisition.
Insights
The receipt of a Nasdaq Non-Compliance Letter signals a significant issue for Brooge Energy Ltd., primarily concerning investor confidence and regulatory adherence. Non-compliance with Nasdaq's Listing Rule 5250(c)(1) due to a delay in filing Form 20-F can be worrying as timely financial reporting is critical for transparency and maintaining investor trust. The company's explanation involving a board restructure and ongoing acquisition talks provides context but doesn't fully mitigate the concerns about their operational stability.
The broader financial implications are substantial. If the company fails to comply within the given timeframe, it risks delisting, which typically leads to a sharp decline in stock prices due to reduced investor confidence and liquidity. However, the potential acquisition by a company listed on the Dubai Financial Market could present a buffer, provided the acquisition goes through seamlessly and adds strategic value. Investors should keep a close eye on the company’s efforts to meet Nasdaq's requirements and developments surrounding the acquisition.
From a legal standpoint, receiving a non-compliance letter from Nasdaq introduces several risks and potential challenges for Brooge Energy Ltd. Non-compliance with filing requirements means the company is not meeting its disclosure obligations, which can result in enforcement actions by the exchange, including possible delisting if the issues are not resolved. The legal ramifications of a potential delisting are significant as they can restrict the company's access to capital markets, thereby impacting its liquidity and financial health.
Furthermore, the ongoing proposed acquisition and potential delisting from the Nasdaq market add another layer of legal complexity. The company must ensure it complies with all relevant regulatory requirements in both jurisdictions (UAE and USA) to avoid legal complications that could stall or derail the acquisition process. The legal intricacies of merging and meeting cross-border regulatory standards require careful attention to avoid further compliance issues.
NEW YORK, June 05, 2024 (GLOBE NEWSWIRE) -- Brooge Energy Ltd, (“Brooge Energy” or the “Company”) is a Cayman Islands-based infrastructure provider, which is engaged in Clean Petroleum Products and Biofuels and Crude Oil storage and related services. The Company conducts the business and operations through its subsidiary Brooge Petroleum and Gas Investment Company FZE (BPGIC), which is strategically located outside the Strait of Hormuz at the Port of Fujairah in the Emirate of Fujairah in the UAE. The Company announced today that it has received a letter from The Nasdaq Stock Market dated May 23, 2024 (the “Notice”), stating that the Company is not in compliance with Listing Rule 5250(c)(1). The Company is not in compliance as it has not yet filed its Form 20-F for the period ended December 31, 2023 (the “Filing”).
The Notice does not impact the Company’s listing on the Nasdaq Capital Market at this time, provided that the Company cures the deficiency under Nasdaq Listing Rule 5250(c)(1) within the time period specified by the applicable rule. Consistent with Nasdaq Listing Rule 5250(c)(1), and as set forth in the Notice, the Company has 60 calendar days to submit a plan to regain compliance and if accepted, Nasdaq can grant an exception of up to 180 calendar days from the Filing’s due date, or until November 11, 2024, to regain compliance.
The Company has been unable to file the 2023 Form 20-F, partly due to a board restructure on December 15, 2023, and because it was deeply involved in the final stages of the Proposed Acquisition ("PA") process. This followed a proposal by a company listed on the Dubai Financial Market (the "Acquiror") to acquire all businesses and assets of Brooge Energy. As part of this process, the Company is considering and evaluating a potential delisting from the NASDAQ market. If successful, it is estimated that the closing would happen during the 3rd and 4th quarter of 2024.
About Brooge Energy Limited
Brooge Energy Ltd, (“Brooge Energy” or the “Company”), is a Cayman Islands-based infrastructure provider which is engaged in Clean Petroleum Products and Biofuels and Crude Oil storage and related services. The company conducts the business and operations through its subsidiary Brooge Petroleum and Gas Investment Company FZE (BPGIC). BPGIC is strategically located outside the Strait of Hormuz at the Port of Fujairah in the Emirate of Fujairah in the UAE Its business differentiates itself from competitors by providing customers with fast order processing times, excellent customer service and high accuracy blending services with low product losses.
Forward-Looking Statements
This press release contains statements that are not historical facts 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 risks described in public reports filed by Brooge Energy with the SEC. 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
+1 212-896-1254
BROG@kcsa.com
FAQ
What non-compliance letter did Brooge Energy receive from Nasdaq?
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What is the potential acquisition mentioned in Brooge Energy’s press release?
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