Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2019shares | |
Cover [Abstract] | |
Entity Registrant Name | Brooge Energy Ltd |
Document Type | 20-F |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 109,587,754 |
Amendment Flag | false |
Entity Central Index Key | 0001774983 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Dec. 31, 2019 |
Document Fiscal Year Focus | 2019 |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Shell Company | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-39171 |
Entity Incorporation, State or Country Code | E9 |
Entity Interactive Data Current | Yes |
Document Fiscal Period Focus | FY |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Profit or loss [abstract] | |||
Revenue | $ 44,085,374 | $ 35,839,268 | $ 89,593 |
Direct costs | (10,202,465) | (9,607,360) | (2,295,809) |
GROSS PROFIT / ( LOSS ) | 33,882,909 | 26,231,908 | (2,206,216) |
Listing expenses | (101,773,877) | ||
General and administrative expenses | (2,608,984) | (2,029,260) | (574,266) |
Finance costs | (5,730,535) | (6,951,923) | (966,926) |
Changes in fair value of derivative financial instruments | (328,176) | (1,190,073) | |
(LOSS) PROFIT AND TOTAL COMPREHENSIVE (LOSS) INCOME FOR THE YEAR | $ (76,558,663) | $ 16,060,652 | $ (3,747,408) |
Basic and diluted (loss) / earnings per share | $ (0.95) | $ 0.20 | $ (0.05) |
Consolidated Statement of Finan
Consolidated Statement of Financial Position - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Non-current assets | ||
Property, plant and equipment | $ 263,228,588 | $ 197,629,114 |
Advances to contractors | 21,664,764 | |
Non-current assets | 284,893,352 | 197,629,114 |
Current assets | ||
Inventories | 179,644 | 147,090 |
Trade and other receivables | 2,348,693 | 2,123,077 |
Bank balances and cash | 19,830,771 | 37,351 |
Current assets | 22,359,108 | 2,307,518 |
TOTAL ASSETS | 307,252,460 | 199,936,632 |
Equity | ||
Share capital | 8,804 | 8,000 |
Share premium | 101,775,834 | 1,353,285 |
Warrants | 16,983,200 | |
Shareholders' accounts | 71,017,815 | 47,717,763 |
General reserve | 680,643 | 680,643 |
(Accumulated losses) Retained earnings | (65,340,421) | 11,218,242 |
Total equity | 125,125,875 | 60,977,933 |
Non-current liabilities | ||
Term loans | 74,160,950 | |
Lease liability | 28,624,259 | 28,108,801 |
Provisions | 13,941 | 6,267 |
Non-current liabilities | 102,799,150 | 28,115,068 |
Current liabilities | ||
Bank overdraft | 3,745,048 | |
Term loans | 14,539,187 | 94,792,088 |
Accounts payable, accruals and other payables | 61,115,121 | 9,003,798 |
Derivative financial instruments | 1,518,249 | 1,190,073 |
Lease liability | 2,154,878 | 2,112,624 |
Current liabilities | 79,327,435 | 110,843,631 |
Total liabilities | 182,126,585 | 138,958,699 |
TOTAL EQUITY AND LIABILITIES | $ 307,252,460 | $ 199,936,632 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity - USD ($) | Share capital | Share premium | Warrants | Shareholders' account | Statutory reserves | Accumulated (losses)/retained earnings | Total |
Balance at Dec. 31, 2016 | $ 1,361,285 | $ 57,039,100 | $ (414,359) | $ 57,986,026 | |||
Statement Line Items [Line Items] | |||||||
Reverse acquisition re-nomination with exchange ratio 800,000:1 | 8,000 | (8,000) | |||||
Elimination of capital stock of BPGIC FZE | (1,361,285) | 1,361,285 | |||||
Net contribution from the shareholders (note 18) | 13,382,336 | 13,382,336 | |||||
Profit (Loss) for the year | (3,747,408) | (3,747,408) | |||||
Balance at Dec. 31, 2017 | 8,000 | 1,353,285 | 70,421,436 | (4,161,767) | 67,620,954 | ||
Statement Line Items [Line Items] | |||||||
Transfer to statutory reserve | 680,643 | (680,643) | |||||
Net distribution to the shareholders (note 20) | (22,703,673) | (22,703,673) | |||||
Profit (Loss) for the year | 16,060,652 | 16,060,652 | |||||
Balance at Dec. 31, 2018 | 8,000 | 1,353,285 | 47,717,763 | 680,643 | 11,218,242 | 60,977,933 | |
Statement Line Items [Line Items] | |||||||
Shares issuance in connection with a merger (note 25) | 932 | 114,022,421 | 114,023,353 | ||||
Cash election in lieu of shares (note 25) | (128) | (13,599,872) | (13,600,000) | ||||
Issuance of warrants in connection with merger (note 25) | 16,983,200 | 16,983,200 | |||||
Net contribution by the shareholders (note 20) | 23,300,052 | 23,300,052 | |||||
Profit (Loss) for the year | (76,558,663) | (76,558,663) | |||||
Balance at Dec. 31, 2019 | $ 8,804 | $ 101,775,834 | $ 16,983,200 | $ 71,017,815 | $ 680,643 | $ (65,340,421) | $ 125,125,875 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
OPERATING ACTIVITIES | |||
(Loss)/Profit for the year | $ (76,558,663) | $ 16,060,652 | $ (3,747,408) |
Adjustments to reconcile net (loss)/profit to net cash provided by (used in) operating activities: | |||
Listing expenses | 100,122,019 | ||
Depreciation charge | 5,785,745 | 5,716,063 | 692,528 |
Finance costs | 5,730,535 | 6,951,923 | 966,926 |
Net changes in fair value of derivative financial instruments | 328,176 | 1,190,073 | |
Total | 35,407,812 | 29,918,711 | (2,087,954) |
Working capital changes: | |||
(Increase) decrease in inventories | (32,554) | 29,561 | (176,651) |
Increase in trade and other receivables | (225,616) | (2,123,077) | (618,700) |
Increase in provisions | 7,674 | 5,616 | 365 |
Increase in accounts payable, accruals and other payables | 18,257,036 | 65,910 | 630,023 |
Net cash flows from (used in) operating activities | 53,414,352 | 27,896,721 | (2,252,917) |
Advances paid to contractors | (21,664,764) | ||
Purchase of property, plant and equipment | (38,690,498) | (271,403) | (21,924,553) |
Net cash flow used in investing activities | (60,355,262) | (271,403) | (21,924,553) |
FINANCING ACTIVITIES | |||
Proceeds from term loans | 4,038,024 | 16,700,441 | |
Repayment of term loans | (8,435,416) | (3,487,876) | |
Interest paid on term loans | (1,536,503) | (7,195,581) | (3,429,143) |
Proceeds from issuance of ordinary shares | 33,064,568 | ||
Cash election by shareholders | (13,600,000) | ||
Payment of lease liability | (2,313,323) | ||
Payment of transaction costs on loans | (111,081) | ||
Net contribution from (distributions to) the shareholders | 23,300,052 | (24,971,637) | 11,158,842 |
Net cash flows from (used in) financing activities | 30,479,378 | (31,617,070) | 24,319,059 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 23,538,468 | (3,991,752) | 141,589 |
Cash and cash equivalents at 1 January | 19,830,771 | (3,707,697) | 284,055 |
CASH AND CASH EQUIVALENTS AT 31 DECEMBER | $ 19,830,771 | $ (3,707,697) | $ 284,055 |
Activities
Activities | 12 Months Ended |
Dec. 31, 2019 | |
Activities [Abstract] | |
ACTIVITIES | 1 ACTIVITIES Brooge Energy Limited (the “Company”) formerly known as Brooge Holdings Limited, is a company with limited liability registered as an exempted company in the Cayman Islands. The Company and its subsidiaries are collectively referred to as the “Group”. The registered office of the Company is at P.O Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The Company’s principal executive office is located at P.O Box 50170, Al-Sodah, Khorr Fakkan Road, Fujairah, United Arab Emirates (“UAE”). Subsequent to year end, on 07 April 2020, the Company changed its name from Brooge Holdings Limited to Brooge Energy Limited. The Group provides oil storage and related services at the Port of Fujairah in the emirate of Fujairah in the UAE. The Group currently operates phase 1, comprising 14 tanks of total capacity of 399,324 cbm, fully operational for storage and other ancillary processes of clean oil. The Group’s phase 2 is under construction, which will comprise 8 tanks of total capacity of 600,000 cbm for storage and other ancillary services of crude oil. Brooge Energy Limited was incorporated on 12 April 2019 for the sole purpose of consummating the business combination described further below. On 15 April 2019, Brooge Petroleum and Gas Investment Company FZE (“BPGIC FZE”) entered into a business combination agreement with Twelve Seas Investment Company (“Twelve Seas”), a company listed on National Association of Securities Dealers Automated Quotations (“NASDAQ”), the Company and BPGIC FZE’s shareholders. On 10 May 2019, BPGIC plc became party to the business combination agreement by execution of a joinder thereto. The business combination was accounted for as a reverse acquisition in accordance with the International Financial Reporting Standards (“IFRSs”) as issued by the International Accounting Standards Board (“IASB”) as disclosed in note 25. Under this method of accounting, Brooge Energy and Twelve Seas are treated as the “acquired” company. This determination was primarily based on BPGIC FZE comprising the ongoing operations of the combined company, BPGIC FZE’s senior management comprising the senior management of the combined company, and BPGIC FZE’s stockholders having a majority of the voting power of the combined company. For accounting purposes, BPGIC FZE is deemed to be the accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of BPGIC FZE. Accordingly, the consolidated assets, liabilities and results of operations of BPGIC FZE are the historical financial statements of the combined company, and Brooge Energy and Twelve Sea’s assets, liabilities and results of operations are consolidated with BPGIC FZE beginning on the acquisition date. As a result of the above transaction, the Company became the ultimate parent of BPGIC FZE and Twelve Seas on 20 December 2019, being the acquisition date. The Company’s common stock and warrants are traded on the NASDAQ Capital Market under the ticker symbols BROG and BROGW, respectively. Upon the closing of business combination, Twelve seas changed its name to ‘BPGIC International’. The consolidated financial statements are prepared as a continuation of the financial statements of BPGIC FZE, the acquirer, and retroactively adjusted to reflect the legal capital of the legal parent/acquiree (Brooge Energy Limited). The comparative financial years included herein are derived from the consolidated financial statements of BPGIC FZE as adjusted to reflect the legal capital of the legal parent/acquiree (Brooge Energy Limited). The consolidated financial statements of the Group were authorised for issue by the Board of Directors on June 30, 2020. |
Basis of Preparation
Basis of Preparation | 12 Months Ended |
Dec. 31, 2019 | |
Basis of Preparation [Abstract] | |
BASIS OF PREPARATION | 2.1 BASIS OF PREPARATION The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board “IASB”. These consolidated financial statements are presented in United States dollars (“USD”) which is the functional and presentation currency of the Group. All financial information presented in USD has been rounded to the nearest thousand, unless otherwise stated. The consolidated financial statements are prepared under the historical cost convention, except for re-measurement at fair value of derivative financial instruments. 2.2 FUNDAMENTAL ACCOUNTING CONCEPT As of 31 December 2018, the Group had not paid USD 3.7 million of principal and accrued interest that was due under the Group’s Phase I Financing Facilities. Also, as of 31 December 2018, the Group was not in compliance with its debt covenants, including the debt service coverage ratio contained in the Group’s Phase I Financing Facilities. Even though the lender did not declare an event of default under the loan agreements, these breaches constituted events of default and could have resulted in the lender requiring immediate repayment of the loans. Accordingly, as of 31 December 2018, the Group has classified its debt balance of USD 94.8 million as a current liability. On 10 September 2019 and again on 30 December 2019 the Group entered into agreements with its lender to amend the Phase 1 Financing Facility such that on 31 December 2019 the Group was in compliance with the amended facility agreement. At 31 December 2019, the Group’s current liabilities exceeded its current assets by USD 57 million. Subsequent to the year end, the Group defaulted on its commitments under its term loans and the Group was not in compliance with its debt covenants, including the debt service coverage ratio contained in the Group’s loan agreement. Even though the lender did not declare an event of default under the loan agreements, these breaches constituted events of default and could have resulted in the lender requiring immediate repayment of the loans. On 15 June 2020, the Group entered into an agreement with its lender to amend its Phase I Financing Facilities (note15). The Group will have to pay principal and accrued interest of USD 8.8 million in 2020 which represents the cumulative instalments including interest outstanding from periods prior to this amended agreement and an amendment fee of USD 136,000. Term loan (1) and Term loan (2) is now payable in 46 and 16 instalments respectively starting 30 June 2020 with final maturity on 31 July 2030 and 31 July 2023, respectively. During 2018, the Group signed a sales agreement for phase 2 to provide storage and ancillary services to an international commodity trading company, which was novated to a new party during the year. Phase 2 operations are scheduled to start in fourth quarter of 2020 and management expects this will generate significant operating cash flows. The Group is in receipt of a loan facility letter date 15 October 2018 from a lender. The Group intends to draw down from this facility to to finance the payments due to the contractor in respect of Phase 2 construction in the third quarter of 2020. The ability of the Group to draw down on this facility is contingent upon a number of conditions agreed in the facility letter which will need to be assessed and approved by the bank prior to the disbursement of funds. Based on the above noted, management has considered the going concern status of the Group and believes there to be a material uncertainty that casts significant doubt upon the Group’s ability to continue as a going concern. Based on management’s forecasts the capital expenditure requirements for phase 2 and debt servicing as described above will be funded by cash generated through the ongoing operations and further drawdowns from loan facilities. The Group’s management acknowledge that there is a risk that the quantum and timing of cash flows may not be achievable in line with the twelve months forecasts from the date of approval of the Group’s financial statements. Accordingly, there is significant doubt that the Group will be able to pay its obligations as they fall due and this significant doubt is not alleviated by management’s plans. The financial statements have been prepared assuming that the Group will continue as a going concern. Accordingly, the consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, the amounts and classification of liabilities, or any other adjustments that might result in the event the Group is unable to continue as a going concern. 2.3 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES New and amended standards and interpretations The Group applied certain standards, interpretations and amendments for the first time, which are effective for annual periods beginning on or after 1 January 2019. Except for IFRS 16, which was early adopted during the year ended 31 December 2016, the Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective. ● IFRIC Interpretation 23 Uncertainty over Income Tax Treatments; ● Amendments to IFRS 9 Prepayment Features with Negative Compensation; ● Amendments to IAS 19 Plan Amendment, Curtailment or Settlement; and ● Amendments to IAS 28 Long-term Interests in Associates and Joint Ventures. Annual Improvements 2015-2017 Cycle ● IFRS 3 Business Combinations; ● IFRS 11 Joint Arrangements; ● IAS 12 Income Taxes; and ● IAS 23 Borrowing Costs. The adoption of above standards and amendments did not have any significant impact on the consolidated financial statements of the Group except the amendments in IAS 23. These amendments clarify that an entity treats as part of general borrowings any borrowing originally made to develop a qualifying asset when substantially all of the activities necessary to prepare that asset for its intended use or sale are complete. The entity applies the amendments to borrowing costs incurred on or after the beginning of the annual reporting period in which the entity first applies those amendments. An entity applies those amendments for annual reporting periods beginning on or after 1 January 2019. The implementation of the amendments resulted in USD 1,546,108 capitalisation of borrowing cost to Property, plant and equipment. 2.4 SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS The preparation of the Group’s consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future. Estimation and assumptions The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below: Useful lives of property, plant and equipment The Group’s management determines the estimated useful lives of its property, plant and equipment for calculating depreciation. This estimate is determined after considering the expected usage of the asset or physical wear and tear and the impact of expected residual value. Management reviews the useful lives annually and the future depreciation charge would be adjusted where management believes that the useful lives differ from previous estimates. The depreciation period of the right-of-use asset has been determined to be over the lease term on the basis that the land is expected to be used for the whole period of the lease considering the existing assets and future expansion on the land. Asset retirement obligation As part of the land lease agreement between Fujairah Municipality and the Group, the Group has a legal obligation to remove the plant at the end of its lease term. The Group initially records a provision for asset retirement obligations at the best estimate of the present value of the expenditure required to settle the obligation at the time a legal (or constructive) obligation is incurred, if the liability can be reliably estimated. When the provision is initially recorded, the carrying amount of the related asset is increased by the amount of the liability. Provisions are adjusted at each balance sheet date to reflect the current best estimate. The unwinding of the discount is recognised as finance cost. The Group’s operating assets generally consist of storage tanks and related facilities. These assets can be used for an extended period of time as long as they are properly maintained and/or upgraded. It is the Group’s current intent to maintain its assets and continue making improvements to those assets based on technological advances. There is no data or information that can be derived from past practice, industry practice or the Group’s intentions that could be used to make a reliable estimate of the decommissioning cost. Accordingly, the Group has not recorded a liability or corresponding asset as the amounts of such potential future costs are not reliably determinable. Discount rate used for initial measurement of lease liability The Group, as a lessee, measures the lease liability at the present value of the unpaid lease payments at the commencement date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group on initial recognition of the lease uses its incremental borrowing rate. Incremental borrowing rate is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use assets in similar economic environment. The Group determined its incremental borrowing rate at 9.5% (2018: 9.5%) in respect of the lease liability (note 16). Impairment of trade receivables The Group uses the simplified approach under IFRS 9 to assess impairment of its trade receivables and calculates expected credit losses (ECLs) based on lifetime expected credit losses. The Group calculates the ECL based on Group historical credit loss experience, adjusted for forward-looking factors specific to the customer and the economic environment. Valuation of derivative financial instruments The Group has entered into derivative financial instruments (interest rate swaps) with a financial institution with investment grade credit rating. Interest rate swaps are valued using valuation techniques, which employ the use of market observable inputs. The most frequently applied valuation techniques include swap models using present value calculations. The models incorporate various inputs including the credit quality of counterparties and interest rate curves. The changes in counterparty credit risk had no material effect on the derivative financial instruments recognised at fair value. Judgements In the process of applying the Group’s accounting policies, management has made the following judgements which have the most significant effect on the amounts recognised in the consolidated financial statements: Business combination (reverse acquisition) As the reverse acquisition of Brooge Energy did not constitute a business combination, the transaction was accounted for as an asset acquisition by the issuance of shares of the Company, for the net assets of Twelve Seas and its public listing. Accordingly, the transaction had been accounted for at the fair value of the equity instruments granted to the shareholders and warrant holders of Twelve Seas. Management applied the following primary judgments in accounting for the reverse acquisition: 1. BPGIC was assessed as the accounting acquirer due to majority shareholding and representatives on the board of directors. 2. The accounting acquiree is not a business and not in scope of IFRS 3. 3. The acquisition has been accounted for in terms of IFRS 2 which is aligned to guidance issued by the IFRIC. The difference between the fair value of the consideration paid and the fair value of the net assets acquired has been recognised in profit and loss. Refer to note 2.5 (iii). 4. Fair value of ordinary shares issued: Refer to note 25. 5. The fair value of the shares in escrow is not materially different from that of the shares which are not in escrow as the rights of these shares are similar to those of “normal ordinary shares”. Fair value of the shares in escrow: Refer to note 25. 6. Fair value of Warrants issued: Refer to note 13. 7. Deemed share issue has been presented in the financing activities in the Statement of Cash Flows. Operating lease commitments – Group as a lessor The Group has entered into a five year storage rental agreement with a customer. Under the agreement, the Group has rented its full storage facility and receives fixed rental against the available storage capacity. The Group has determined the agreement to be a lease in accordance with IFRS 16 (Leases) and, based on the contractual arrangements in place, that it retains the principal risks and rewards of ownership of the storage facility and so accounts for the agreement as an operating lease. 2.5 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 31 December 2019. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has: ● Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee); ● Exposure, or rights, to variable returns from its involvement with the investee; and ● The ability to use its power over the investee to affect its returns. When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: ● The contractual arrangement with the other vote holders of the investee; ● Rights arising from other contractual arrangements; and ● The Group’s voting rights and potential voting rights. The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control. Assets, liabilities, income and expenses of a subsidiary acquired or disposed off during the year are included in the consolidated statement of comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it: ● Derecognises the assets (including goodwill) and liabilities of the subsidiary ● Derecognises the carrying amount of any non-controlling interests ● Derecognises the cumulative translation differences recorded in equity ● Recognises the fair value of the consideration received ● Recognises the fair value of any investment retained ● Recognises any surplus or deficit in profit or loss ● Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or retained earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or liabilities Details of subsidiaries as at 31 December 2019 and 31 December 2018 were as follows: Percentage of ownership Legal name Country of incorporation 2019 2018 Brooge Petroleum and Gas Investment Company FZE United Arab Emirates 100 % - BPGIC International (formerly known as Twelve Seas)* Cayman Islands 100 % - *indirectly held The financial statements of the subsidiary are prepared for the same reporting year as the Group. Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. The carrying amount of the Company’s investment in the subsidiary and the equity of the subsidiary is eliminated on consolidation. All significant intra-group balances, and income and expenses arising from intra-group transactions are also eliminated on consolidation. (ii) Non-controlling interests (“NCI”) NCI are measured at their proportionate share of the acquiree’s identifiable net assets at the date of acquisition. Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. (iii) Business combinations Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non-controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree. If the business combination is achieved in stages, any previously held equity interest is re-measured at its acquisition date fair value and any resulting gain or loss is recognised in profit or loss. It is then considered in the determination of goodwill. Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of IFRS 9 Financial Instruments, is measured at fair value with changes in fair value recognised either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured and subsequent settlement is accounted for within equity. A ‘reverse acquisition’ is a business combination in which the legal acquirer - i.e. the entity that issues the securities (i.e. listed entity) becomes the acquiree for accounting purposes and the legal acquiree becomes the acquirer for accounting purposes. It is the application in accordance with IFRS 3 Business Combinations on identifying the acquirer, which results in the identification of the legal acquiree as the accounting acquirer in a reverse acquisition. Application in accordance with IFRS 3 Business Combinations on identifying the acquirer may result in identifying the listed entity as the accounting acquiree and the unlisted entity as the accounting acquirer. In this case, if the listed entity is: ● A business, IFRS 3 Business Combinations applies; ● Not a business, IFRS 2 Share-based Payment applies to the transaction once the acquirer has been identified following the principles in accordance with IFRS 3 Business Combinations. Under this approach, the difference between the fair value of the consideration paid less the fair value of the net assets acquired, is recognized as a listing expense in profit or loss. Revenue recognition The Group elected to early adopt IFRS 15 ‘Revenue from Contracts with Customers’ and IFRS 16 ‘Leases’ for the year ended 31 December 2016 using the full retrospective method for both standards. The Group generates revenue by charging fees for the storage, throughput and handling of fuel oil and clean products for its sole customer. Additional revenue is generated by charging fees for other ancillary services (excess throughput, heating, blending and other services). The contract contains a lease and a service component. The lease component is accounted for under IFRS 16 and the service component is accounted for under IFRS 15. The contract has a minimum fixed monthly payment for both the lease and non-lease service components. The fixed consideration is allocated to the lease and service components based on their relative stand-alone selling price, which is based on an analysis of lease-related and service-related costs for the contract, adjusted for representative profit margins. The lease component is recognised on a straight-line basis over the term of the initial lease and the service component is recognised over time as the customer simultaneously receives and consumes the benefits provided by the Group’s performance. The fixed payment is billed monthly in advance. The contract also contains variable elements in the form of the other ancillary services. Revenue from the variable element of the contract is recognised based on the actual volumes transported, stored and processed in the period in which the services are provided. These services are generally billed the month after the services are performed. Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in the consolidated statement of comprehensive income (within profit and loss) in the period during which they are incurred. Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Capital work under progress is stated at cost and subsequently transferred to assets when it is available for use. Cost of an item of property, plant and equipment comprises its acquisition cost including borrowing cost and all directly attributable costs of bringing the asset to working condition for its intended use. Such cost includes the cost of replacing part of the plant and equipment when that cost is incurred, if the recognition criteria are met. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in the consolidated statement of comprehensive income (within profit and loss) as incurred. Depreciation is computed using the straight-line method based on the estimated useful lives of assets as follows: Buildings 25 years Tanks 50 years Installations (pipeline, pumps and other equipment) 20 - 25 years Other equipment 5 years Right-of-use asset - Land 60 years The assets’ residual values and useful lives are reviewed and adjusted if appropriate, at each financial year end to determine whether there is an indication of impairment. If any such indication exists, an impairment loss is recognised in the consolidated statement of comprehensive income (within profit and loss). For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). The carrying amounts are reviewed at each reporting date to assess whether they are recorded in excess of their recoverable amounts, and where carrying values exceed this estimated recoverable amount, assets are written down to their recoverable amount, being the higher of their fair value less costs to sell and their value in use. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement of comprehensive income (within profit and loss) in the year the asset is derecognised. Capital work in progress Capital work in progress is stated at cost, which represents costs for the design, development, procurement, construction and commissioning of the asset under development. Cost includes borrowing cost capitalised and depreciation of the right of use asset during the construction phase. When the asset is in the location and condition necessary to operate in the manner intended by management, capital work in progress is transferred to the appropriate property, plant and equipment category and depreciated in accordance with the Group’s policies. Impairment of non-financial assets At each reporting date, the Group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest cash-generating units for which a reasonable and consistent allocation basis can be identified. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the consolidated statement of comprehensive income (within profit and loss). Where an impairment loss subsequently reverses, the carrying amount of the asset (cash- generating unit) is increased to the revised estimate of its recoverable amount, such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. Cash and cash equivalents For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash in hand, bank balances and short-term deposits with original maturity of three months or less, net of bank overdraft. Inventories Inventories are valued at the lower of cost, determined on the basis of weighted average cost, and net realizable value. Costs are those expenses incurred in bringing each item to its present location and condition. Net realisable value is valued at selling prices net of selling costs. Leasing The Group had elected to early adopt IFRS 16 during the year ended 31 December 2016, from its lease commencement dates using the full retrospective method. At inception of a contract, the Group assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. For a contract that is, or contains, a lease, the Group accounts for each lease component within the contract as a lease separately from non-lease components of the contract. The Group determines the lease term as the non-cancellable period of a lease, together with both: a) periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option; and b) periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option. In assessing whether a lessee is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, the Group considers all relevant facts and circumstances that create an economic incentive for the lessee to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Group revises the lease term if there is a change in the non-cancellable period of a lease. Group as a lessor Leases where the Group does not transfer substantially all the risks and benefits of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same bases as rental income. Contingent rents are recognised as revenue in the period in which they are earned. Group as a lessee For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components. The relative stand-alone price of lease and non-lease components is determined on the basis of the price the lessor, or a similar supplier, would charge an entity for that component, or a similar component, separately. If an observable stand-alone price is not readily available, the Group estimates the stand-alone price, maximising the use of observable information. For determination of the lease term, the Group reassesses whether it is reasonably certain to exercise an extension option, or not to exercise a termination option, upon the occurrence of either a significant event or a significant change in circumstances that: a) is within the control of the Group; and b) affects whether the Group is reasonably certain to exercise an option not previously included in its determination of the lease term, or not to exercise an option previously included in its determination of the lease term. At the commencement date, the Group recognises a right-of-use asset classified within property, plant and equipment and a lease liability classified separately on the consolidated statement of financial position. Short-term leases and leases of low-value assets The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease of 12 months or less and leases of low-value assets of USD 5,000 or less when new. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term. Right-of-use assets The right-of-use asset is initially recognised at cost comprising of: a) the amount of the initial measurement of the lease liability; b) any lease payments made at or before the commencement date, less any lease incentives received; c) any initial direct costs incurred by the Group; and d) an estimate of costs to be incurred by the Group in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease. These costs are recognised as part of the cost of the right-of-use asset when the Group incurs an obligation for these costs. The obligation for these costs is incurred either at the commencement date or as a consequence of having used the underlying asset during a particular period. After initial recognition, the Group amortises the right-of-use asset over the term of the lease. In addition the right of use asset is periodically reduced by impairment losses, if any, and adjusted for certain re-measurements of the lease liability. Lease liability The lease liability is initially recognised at the present value of the lease payments that are not paid at the commencement dat |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue [abstract] | |
REVENUE | 3 REVENUE 2019 2018 2017 USD USD USD Revenue recognised under IFRS 16 Fixed consideration – leasing component 16,846,481 14,586,315 62,995 Revenue recognised under IFRS 15 Fixed consideration – service component 7,112,959 6,158,667 26,598 Ancillary services 20,125,934 15,094,286 - 27,238,893 21,252,953 26,598 Total revenue 44,085,374 35,839,268 89,593 The Group has only one segment at the reporting date. Revenue generation from leasing of storage capacity of tanks and other ancillary services started in December 2017. The Group has only one customer since the inception of the operations in 2017 and as such all revenues have been derived from one customer. In August 2019, a novated agreement was signed with a new party Al Brooge International Advisory LLC for four years in which the lessor, the Group, consents to lease to the lessee its oil storage capacity of 399,324 cubic meters in order to serve the lessee’s oil trading activities. The period shall be automatically extended by a further 5 years unless either party notifies the other in writing not less than six months prior to any such expiry date of its intention. Other than the terms mentioned above, all the terms and conditions remain same in the new contract. Based on an assessment in accordance with IFRS 15, the Group concluded that the only material change in the commercial arrangement was the additional extension of seven months for the lease with similar monthly rates (selling price) to those in previous periods. This has therefore, not resulted in a material change to the Group’s revenue recognition profile since the extended period (1 January 2023 to 31 July 2023) will be accounted for as a separate contract. Group as lessor Future storage fee income to be received by the Group under the sales agreement based on projected storage availability are as follows: 2019 2018 2017 USD USD USD Within one year 23,959,440 23,959,440 23,869,847 After one year but not more than 5 years 61,895,220 71,878,320 95,837,760 85,854,660 95,837,760 119,707,607 |
Direct Costs
Direct Costs | 12 Months Ended |
Dec. 31, 2019 | |
Direct Costs [Abstract] | |
DIRECT COSTS | 4 DIRECT COSTS 2019 2018 2017 USD USD USD Employee costs and related benefits 3,074,727 2,808,702 1,518,794 Depreciation (note 8) 5,785,745 5,716,063 692,528 Spare parts and consumables used (note 9) 788,792 592,471 50,891 Insurance 323,702 377,053 31,304 Others 229,499 113,071 2,292 10,202,465 9,607,360 2,295,809 |
Listing Expenses
Listing Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Listing Expenses | |
LISTING EXPENSES | 5 LISTING EXPENSES 2019 2018 2017 USD USD USD IFRS 2 listing expenses (note 25) 98,622,019 - - Other listing expenses* 3,151,858 - - 101,773,877 - - * Other listing expenses represents promissory note of USD 1.5 million, fees paid to legal advisors, consultants, and other necessary expenses incurred in relation to the Group’s listing on the US market. |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2019 | |
General and Administrative Expenses [Abstract] | |
GENERAL AND ADMINISTRATIVE EXPENSES | 6 GENERAL AND ADMINISTRATIVE EXPENSES 2019 2018 2017 USD USD USD Employee costs and related benefits 1,471,974 1,178,919 287,481 Consultancy expenses 535,275 337,491 54,529 Recruitment expenses 1,360 33,362 53,912 Travel and related expenses 52,506 11,515 16,544 Rent on low value and short term leases 10,346 22,325 43,380 Advertisement and subscriptions 131,494 116,495 37,223 Printing and stationery 25,954 22,713 12,636 Licence costs 18,502 19,249 22,872 Communication expenses 35,465 19,773 9,379 Other expenses 326,108 267,418 36,310 2,608,984 2,029,260 574,266 |
Finance Costs
Finance Costs | 12 Months Ended |
Dec. 31, 2019 | |
Finance Costs [Abstract] | |
FINANCE COSTS | 7 FINANCE COSTS 2019 2018 2017 USD USD USD Interest on lease liability (note 16) 1,412,796 1,387,612 318,957 Finance costs on term loans 4,002,772 5,564,311 647,969 Bank charges 314,967 - - 5,730,535 6,951,923 966,926 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, plant and equipment [abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 8 PROPERTY, PLANT AND EQUIPMENT Capital Other Right-of-use work in Buildings Tanks Installations equipment asset (land) progress Total USD USD USD USD USD USD USD 2019 Cost: At 1 January 2019 28,037,886 76,100,795 65,868,246 213,843 27,540,969 8,344,847 206,106,586 Additions - - 9,883 4,984 - 71,603,465 71,618,332 At 31 December 2019 28,037,886 76,100,795 65,878,129 218,827 27,540,969 79,948,312 277,724,918 Depreciation: At 1 January 2019 1,250,566 1,746,725 3,148,665 36,436 2,295,080 - 8,477,472 Charge for the year 1,121,515 1,565,419 2,829,671 43,237 459,016 - 6,018,858 At 31 December 2019 2,372,081 3,312,144 5,978,336 79,673 2,754,096 - 14,496,330 Net carrying amount: At 31 December 2019 25,665,805 72,788,651 59,899,793 139,154 24,786,873 79,948,312 263,228,588 2018 Cost: At 1 January 2018 28,037,886 76,100,795 65,860,351 79,645 27,540,969 294,403 197,914,049 Additions - - 7,895 134,198 - 8,050,444 8,192,537 At 31 December 2018 28,037,886 76,100,795 65,868,246 213,843 27,540,969 8,344,847 206,106,586 Depreciation: At 1 January 2018 129,051 181,306 325,525 3,232 1,836,064 - 2,475,178 Charge for the year 1,121,515 1,565,419 2,823,140 33,204 459,016 - 6,002,294 At 31 December 2018 1,250,566 1,746,725 3,148,665 36,436 2,295,080 - 8,477,472 Net carrying amount: At 31 December 2018 26,787,320 74,354,070 62,719,581 177,407 25,245,889 8,344,847 197,629,114 Capital work in progress at 31 December 2019 includes total amount capitalised relating to the construction of phase 2 and includes an amount of USD 1,458,069 related to finance charge on lease liability and an amount of USD 233,113 related to depreciation charge on right-of-use asset capitalised. The capitalized borrowing costs have been included under “additions” in the table above. The capitalisation rate used to determine these finance costs was 6.1%. (2018: Nil). Tanks and related assets with a carrying value of USD 158,493,403 (2018: USD 164,038,378) are mortgaged as security against loans obtained in 2014 and 2017 (note 15). Further, as security against the term loan (2), a step-in right to use the leased land, has been provided to the commercial bank. The depreciation charge for the year is allocated to the consolidated statement of comprehensive income (within profit and loss) and capital work in progress as follows: 2019 2018 USD USD Direct costs (note 4) 5,785,745 5,716,063 Property, plant and equipment 233,113 286,231 6,018,858 6,002,294 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2019 | |
INVENTORIES | 9 INVENTORIES 2019 2018 USD USD Spare parts and consumables 179,644 147,090 Cost of inventories recognised during the year amounted to USD 788,792 (2018: USD 592,471). No provision is required for inventories at 31 December 2019 (2018: nil). |
Trade and Other Receivables
Trade and Other Receivables | 12 Months Ended |
Dec. 31, 2019 | |
Trade and other receivables [abstract] | |
TRADE AND OTHER RECEIVABLES | 10 TRADE AND OTHER RECEIVABLES 2019 2018 USD USD Trade receivables 1,507,660 1,877,887 Prepayments and other receivables 783,483 245,190 Due from related parties (note 20) 57,550 - 2,348,693 2,123,077 At 31 December 2019, all trade receivables were neither past due nor impaired. Receivables are due within 14 days of invoicing. Unimpaired trade receivables are expected to be fully recoverable. It is not the practice of the Group to obtain collateral over receivables and the vast majority is, therefore, unsecured. Furthermore, included in non-current assets in statement of financial position is an amount of USD 21,664,764 million. This amount relates to advances paid to a contractor (Audex) for future services in relation to phase 2 |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2019 | |
Cash and cash equivalents [abstract] | |
CASH AND CASH EQUIVALENTS | 11 CASH AND CASH EQUIVALENTS 2019 2018 USD USD Bank balances and cash 19,830,771 37,351 Bank overdraft - (3,745,048 ) Cash and cash equivalents 19,830,771 (3,707,697 ) The group has no restricted cash balances Significant non-cash transactions, which have been excluded from the consolidated statement of cash flows, are as follows: 2019 2018 USD USD Capital accruals 31,469,596 5,972,230 Purchase of property, plant and equipment financed through advances paid to contractors 8,335,236 231,571 Listing expenses (note 5) 100,122,019 - Lease payments made by shareholders - 2,818,714 |
Issued Capital and Reserves
Issued Capital and Reserves | 12 Months Ended |
Dec. 31, 2019 | |
Issued Capital And Reserves | |
ISSUED CAPITAL AND RESERVES | 12 ISSUED CAPITAL AND RESERVES 2019 2018 No. of shares No. of shares Authorized Ordinary shares 450,000,000 450,000,000 At BPGIC FZE No. of shares USD At 1 January 2018 100 1,361,285 At Brooge Energy At inception 1 n.m.* Conversion of 100 BPGIZ FZE ordinary shares at 1 for 1 million to the legal acquirer, Brooge Energy (note 25) 80,000,000 ** 8,000 At 31 December 2018 80,000,000 8,000 Cash election (1,281,965 ) (128 ) Changes in share capital due to business combination (note 25) 9,347,219 ** 932 At 31 December 2019 88,065,254 8,804 * not meaningful ** Ordinary shares held in escrow (20,000,000 shares held by BPGIC and 1,552,000 shares held by the original founders of Twelve Seas) have been excluded from the share capital in the table above. Additional information on escrow shares are included in note 25. Share premium USD At 1 January 2018 - Reverse acquisition adjustment 1,353,285 At 31 December 2018 1,353,285 Ordinary shares issued on merger with Twelve Seas 114,022,421 Cash election (13,599,872 ) At 31 December 2019 101,775,834 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Warrants [Abstract] | |
WARRANTS | 13 Warrants In connection with the completion of the business combination on 20 December 2019, each of Twelve Sea’s 21,229,000 outstanding warrants were converted into the Group’s warrants at 1:1 ratio. The warrants allow the holder to subscribe for the ordinary shares of the Company at 1:1 basis at an exercise price of USD 11.50. The warrants shall lapse and expire after five years from the closing of the business combination. As the exercise price and maximum number of ordinary shares from which the Warrants are converted into ordinary shares of the Company is a fixed ratio and will be gross settled, the Warrants are accounted for as equity instruments. The Fair value has been determined using the quoted price of the warrants on the date of the business combination and amounted to USD 17.0 million. These warrants were accounted for as part of the consideration transferred under IFRS 2. Additional information is provided in note 25. Between, the reporting date and the date of authorization of these financial statements, holders of 100 warrants have exercised their rights and converted the warrants into ordinary shares. |
General Reserve
General Reserve | 12 Months Ended |
Dec. 31, 2019 | |
General Reserve [Abstract] | |
GENERAL RESERVE | 14 GENERAL RESERVE As required by the Articles of Association of BPGIC FZE, 10% of the profit for the year must be transferred to the general reserve. The subsidiary has resolved to discontinue such annual transfers as the reserve has reached 50% of the subsidiary's issued share capital. The general reserve is not available for distribution to the shareholders. |
Term Loans
Term Loans | 12 Months Ended |
Dec. 31, 2019 | |
Terml Loans [Abstract] | |
TERM LOANS | 15 TERM LOANS 2019 2018 Interest rate Maturity USD USD Non-current Term loan (1) 3 month EIBOR + 3% margin 2030 68,271,743 - Term loan (2) 3 month EIBOR + 3% margin 2023 5,889,207 - 74,160,950 - Current Term loan (1) 3 month EIBOR + 3% margin 2020 10,135,939 82,245,595 Term loan (2) 3 month EIBOR + 3% margin 2020 2,138,248 10,165,703 Term loan (3) 1 month EIBOR + 2% margin - - 2,380,790 Promissory notes 2020 2,265,000 - 14,539,187 94,792,088 Term loan 1 In 2014, the Group obtained term loan facility (1) amounting to USD 84,595,154 (AED: 310,718,000) from a commercial bank in the UAE to partially finance the construction of phase 1 (14 oil storage tanks in Fujairah). During the year 2019, the Group has not drawn down any amounts (2018: USD 550,445) from this facility. The loan was repayable in 48 quarterly instalments, commencing 27 months after the start of the construction with final maturity not exceeding 31 March 2028 and is stated net of prepaid finance cost of USD 499,158 (2018: USD 559,607). The interest is due on a quarterly basis from the loan drawdown date. The loan was drawn down in AED. In 2018, the Group entered into an agreement to amend term loan facility (1). As a result of this amendment the loan was repayable in 48 quarterly instalments starting October 2018 with final maturity in July 2030. The loan carries interest at 3 month EIBOR + 3% as compared to interest at 6 month EIBOR + 3.5% previously. On 10 September 2019, the Group entered into an agreement with the bank to again amend term loan facility (1). The loan was payable in 45 instalments starting 31 October 2019 with final maturity on 30 July 2030. One of the instalments included a one-time lump sum repayment of USD 5,729,418 which represented the cumulative instalments including interest outstanding from periods prior to this amended agreement of USD 5,494,063 and an amendment fee of USD 235,355. On 30 December 2019, the Group entered into another amendment by revoking the previous amendment for term loan facility (1). The loan is now payable in 44 instalments starting 31 January 2020 with final maturity on 30 July 2030. One of the instalments includes a one-time lump sum repayment of USD 6,612,194, which represents the cumulative instalments including interest outstanding from periods prior to this amended agreement of USD 6,520,130 and an amendment fee of USD 92,064. Term loan 2 During 2017, the Group obtained an additional term loan facility (2) of USD 11,108,086 (AED 40,800,000) from a commercial bank in the UAE for the construction of an administrative building in Fujairah. The loan was repayable in 20 quarterly instalments starting after a 6 months grace period commencing in April 2017 and is stated net of prepaid finance cost of USD 58,578 (2018: USD 76,606). The interest is due on a quarterly basis from the loan drawdown date. The loan was drawn down in AED. During the year 2018, the Group has entered in to an agreement to amend term loan facility (2). The loan was repayable in 20 quarterly instalments starting October 2018 with final maturity in July 2023.The loan carried interest at 3 month EIBOR + 3% as compared to interest at 3 month EIBOR + 3.5% previously. Term loan (2) was not amended as part of the 10 September 2019 and 30 December agreement to amend loan (1). In 2019, the Group repaid all instalments due under the repayment schedule. Term loans 1 and 2 The term loans are secured by a mortgage on the tanks and the office/administration building, step-in right to the leased land and assignment of insurance policies. Under the term loan facility agreements, the Group is subject to certain covenants requiring amongst other things, the maintenance of: (i) a minimum debt service coverage ratio of 150% at all times and if the ratio decreases to 120% or less, it results in an event of default; the debt service coverage ratio (DSCR) is defined as net operating income divided by total debt service and; (ii) an amount equivalent to one quarterly instalment including interest in a debt service reserve account at all times. Under the amended agreement signed on 30 December 2019, the maintenance of above covenants is required to be complied from 28 February 2020. As of 31 December 2019, the Group was in compliance with its commitments under the loan agreements and has accordingly classified the balance between current and non-current liability based on the loan agreements in effect at 31 December 2019. Subsequent to year end, the Group has again defaulted on the instalments due under the loan agreements and are also in breach of the loan covenants. The lender has not declared an event of default under the loan agreement. The Group negotiated another amendment to the term loan facilities (1) and (2) on 15 June 2020. Loans (1) and (2) are now payable in 46 and 16 instalments, respectively, with the first installment starting from 30 June 2020 with final maturity in 30 July 2030 and 31 July 2023, respectively. The loan 1 carries interest at 6 months EIBOR + 4% (minimum 5%) and to be further increased to 6 month EIBOR + 4.5% (minimum 5%) from January 2021 as compared to interest at 3 month EIBOR + 3% previously, and, the loan 2 carries interest at 3 months EIBOR + 4% (minimum 5%) and to be further increased to 3 month EIBOR + 4.5% (minimum 5%) as compared to interest at 3 month EIBOR + 3% previously The Group has to pay USD 8.8 million for term loan (1) and (2) in 2020 which represents the cumulative instalments including interest outstanding from periods prior to this amended agreement and an amendment fee of USD 136,000. All securities and covenants under the original agreements remain in effect under the amended agreement except debt service reserve account (DSRA) balance to be maintained from 31 October 2020 and debt service coverage ratio (DSCR) to be commenced from 31 December 2020. Under this agreement, term loans (1) and (2) are also secured by assignment of the proceeds from operation of the tanks of phase 1 and 2. Term loan 3 In 2018, the Group has obtained a facility from a commercial bank in the UAE to settle accrued interest on term loan (1) amounting to USD 3,539,341(AED 13,000,000). The facility carried interest at 1 month EIBOR + 2% margin and was repayable in 15 equal monthly instalments commencing from date of disbursement. The loan was drawn down in AED. The facility has been fully settled during the year. Term loan 4 In 2018, the Group obtained a new facility from a commercial bank in the UAE amounting to USD 95,290,000 (AED 350,000,000) to partially finance the construction of phase 2. The new facility carries interest at 3 month EIBOR + 3% margin and is repayable in 17 bi-annual instalments commencing 6 months after the date of completion of phase 2. The term loan facility (4) is secured by a mortgage on the phase 2 storage tanks, step-in right to the leased land and assignment of the proceeds from operation of the tanks and insurance policies. Under the term loan facility agreement, the Group is subject to certain covenants requiring amongst other things, the maintenance of (i) a minimum facility service coverage ratio of 1.25:1, (ii) a participations to value ratio not exceeding 1.50:1 at all times, (iii) a participations to cost ratio not exceeding 57% at any date, and (iv) an amount equivalent to one instalment including interest in a facility service reserve account at all times or in the event of an initial public offering, the amount should be equivalent to the next two instalments including interest. The facility service coverage ratio is calculated as revenues minus expenses from the phase 2 storage tanks divided by the current debt commitments on term loan (4) including interest. The participations to value ratio at any date is calculated as total debt commitments on term loan facility (4) as of that date divided by the most recent valuation of the phase 2 storage tanks. The participations to cost ratio at any date is calculated as the total debt commitments on term loan facility (4) as of that date as a percentage of the sum of actual constructions costs plus project expenses paid as of that date on the phase 2 storage tanks. The term loan facility (4) agreement includes an initial condition precedent that requires evidence of initial equity contribution by the Group towards the phase 2 storage tanks before the loan facility can be utilised. The Group has not made any drawdowns on the term loan facility (4) as of the date of issuance of these consolidated financial statements. The term loans are repayable as follows: 2019 2018 USD USD Payable within 1 year 14,541,774 95,428,301 Payable within 1 and 2 years 9,216,973 - Payable within 2 and 5 years 24,948,779 - Payable after 5 years 40,550,347 - 89,257,873 95,428,301 Promissory notes Pursuant to the Business Combination Agreement, on December 20, 2019, Twelve Seas, Early Bird Capital (EBC), and the Company entered into the Business Combination Marketing Agreement Fee Amendment (the “BCMA Fee Amendment”) whereby the Company became party to the Business Combination Marketing Agreement solely with respect to the provision relating to EBC’s fees and EBC’s fees were amended. Pursuant to the Business Combination Marketing Agreement, as amended by the BCMA Fee Amendment, EBC received as full payment for any and all fees under the Business Combination Marketing Agreement, a cash fee equal to USD 3,0 million and a USD 1.5 million non-interest bearing promissory note of the Company due and payable on the earlier of (i) the first anniversary of the Closing and (ii) the consummation by the Company of a follow-on securities offering. In case of default, the promissory note would bear interest at the rate of 10% per annum. There is an additional promissory note of USD 0.8 million that was issued by Twelve Seas prior to the Business Combination payable to Twelve Seas sponsors which was included in the net assets contributed by Twelve Seas as part of the Business Combination, further details disclosed in note 25. Changes in liabilities arising from term loans are as follows: 1 January Cash flows Other* 31 December USD USD USD USD 2019 Current 94,792,088 (8,435,416 ) (71,817,485 ) 14,539,187 Non-current - - 74,160,950 74,160,950 Total 94,792,088 (8,435,416 ) 2,343,465 88,700,137 2018 Current 94,163,751 550,148 78,189 94,792,088 Non-current - - - - Total 94,163,751 550,148 78,189 94,792,088 *The ‘Other’ column includes the effect of amortisation of prepaid finance costs on term loans, promissory notes and reclassification between current and non-current portion. |
Lease Liability
Lease Liability | 12 Months Ended |
Dec. 31, 2019 | |
Lease Liability [Abstract] | |
LEASE LIABILITY | 16 LEASE LIABILITY During 2013, the Group entered into a land lease agreement with the Municipality of Fujairah for a period of 30 years, extendable for another 30 years at the option of the Group. The Group has concluded that they have the right-to-use of the asset and accordingly, recorded a lease liability as per the requirements of IFRS 16. Given the use of the land, it is reasonably certain that the Group will continue to lease the land till the end of the lease period (i.e. 60 years) and accordingly the below lease rentals cover a period up to 60 years discounted at the rate of 9.5% (2018: 9.5%) as an incremental borrowing rate for the Group. Annual lease rental is increased by 2% on an annual basis as per the agreement. Changes in the lease liability are as follows: 2019 2018 USD USD At 1 January 30,221,425 29,670,675 Interest charge 2,871,035 2,818,714 Amount paid during the year (2,313,323 ) (2,267,964 ) At 31 December 30,779,137 30,221,425 The lease liability is classified in the consolidated statement of financial position as follows: 2019 2018 USD USD Current 2,154,878 2,112,624 Non-current 28,624,259 28,108,801 30,779,137 30,221,425 The maturity of the lease liability is as follows: Present value of Lease payments Minimum lease payments 2019 2018 2019 2018 USD USD USD USD Not later than one year 2,359,590 2,313,323 2,154,877 2,112,624 Later than one year and not later than five years 9,919,810 9,725,304 7,241,240 7,099,255 Later than five years 213,469,800 216,023,896 21,383,020 21,009,546 225,749,200 228,062,523 30,779,137 30,221,425 Finance costs (194,970,063 ) (197,841,098 ) - - Present value of minimum lease payments 30,779,137 30,221,425 30,779,137 30,221,425 Additional information relating to the right of use asset and Group’s lease is provided in notes 7 and 8 to the consolidated financial statements. |
Provisions
Provisions | 12 Months Ended |
Dec. 31, 2019 | |
Provisions [abstract] | |
PROVISIONS | 17 PROVISIONS 2019 2018 USD USD Provision for employees' end of service benefits 13,941 6,267 |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Financial Instruments [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | 18 DERIVATIVE FINANCIAL INSTRUMENTS 2019 2018 USD USD Interest rate swaps 1,518,249 1,190,073 In 2018, the Group entered into an interest rate swap with a commercial bank exchanging variable interest for fixed interest at specified dates on its term loan 1 (note 15). The interest rate swap matures in June 2023. The Company is exposed to variability in future interest cash flows on terms loan and Islamic ijara loan which bears interest at a variable rate. In order to reduce its exposure to interest rates fluctuations on the loans, the Group has entered into an interest rate arrangement with counter-party banks for a notional amount that mirrors the draw down schedule of the loans, covering not less than 90% of the outstanding term loan. At 31 December 2019 the fixed interest rates varied from 2.78% to 4.756% (2018: 2.78% to 4.756%). The floating interest rate is based on EIBOR. The notional amount outstanding at 31 December 2019 was USD 79.2 million (2018: USD 83.8 million). The interest rate swap match the terms of the fixed rate loan (i.e., notional amount, maturity, payment and reset dates). The details of these derivative financial instruments are as follows: Notional Fair value Fair value Amount asset liability USD USD USD 31 December 2019 Designated at FVTPL Interest rate swaps 79,253,015 - 1,518,249 31 December 2018 Designated at FVTPL Interest rate swaps 83,855,305 - 1,190,073 |
Accounts Payable, Accruals and
Accounts Payable, Accruals and Other Payables | 12 Months Ended |
Dec. 31, 2019 | |
Accounts Payable, Accruals and Other Payables [Abstract] | |
ACCOUNTS PAYABLE, ACCRUALS AND OTHER PAYABLES | 19 ACCOUNTS PAYABLE, ACCRUALS AND OTHER PAYABLES 2019 2018 USD USD Accounts payable* 25,989,961 1,565,035 Accrued interest on term loans 3,387,446 910,691 Capital accruals** 31,469,596 5,972,230 Accrued expenses 268,118 555,842 61,115,121 9,003,798 * Accounts payables primarily represent payables to Audex (Phase 2 contractor) amounting to USD 21.5 million. ** Capital accruals represents contractor’s capital accruals for Phase 2 |
Related Party Transactions and
Related Party Transactions and Balances | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions and Balances [Abstract] | |
RELATED PARTY TRANSACTIONS AND BALANCES | 20 RELATED PARTY TRANSACTIONS AND BALANCES Upon consummation of the Business Combination, the board of directors adopted a code of ethics and business conduct that requires it, and its directors, officers and employees to avoid conflicts of interest, such as related party transactions, unless specifically authorized. The board of directors also adopted a related party transaction policy to govern the procedures for evaluation and authorization of related party transactions. Related party transactions, which require approval of the audit committee, are defined as any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which (i) the Group is or will be a participant, (ii) the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year, and (iii) any related party has or will have a direct or indirect interest. This also includes any material amendment or modification to an existing related party transaction. The audit committee is responsible for reviewing and approving related party transactions to the extent the Group contemplates engaging in such a transaction. The audit committee will review all of the relevant facts and circumstances of all related party transactions that require its approval and either approve or disapprove of the entry into the related party transaction. The audit committee will approve the related party transaction only if it determines in good faith that, under all of the circumstances, the transaction is in the best interests of the Group and its shareholders. The audit committee, in its sole discretion, will impose such conditions as it deems appropriate on the Group or the related party in connection with the approval of the related party transaction. No director will be permitted to participate in the discussions or approval of a transaction in which he or she is a related party, but that director will be required to provide all material information concerning the related party transaction to the audit committee. Transactions with related parties Movements in shareholders’ account are as follows 2019 2018 USD USD Contributions by the shareholders 77,090,648 951,539 Amounts paid on behalf of the Group by the shareholders* 1,135,484 7,850,431 Amounts paid by the Group on behalf of the shareholders (1,647,064 ) (2,296,354 ) Distributions to shareholders (53,279,016 ) (29,209,289 ) 23,300,052 (22,703,673 ) These amounts are repayable at the discretion of the Board of Directors of the Group and are interest free, therefore classified as part of equity. * These include expenses paid on behalf of the Group which includes other operational expenses paid by the shareholders on behalf of the Group. Changes in shareholders’ account is as follows: 2019 2018 USD USD At 1 January 47,717,763 70,421,436 Net contributions (distributions) during the year 23,300,052 (22,703,673 ) At 31 December 71,017,815 47,717,763 Movements in other related parties are as follows: 2019 2018 USD USD Expenses paid on behalf of related parties (note 10) 57,550 - Due from related parties: HBS Investments LP (shareholder) 13,388 - H Capital International LP (shareholder) 11,056 - O2 Investments Limited as GP (shareholder) 6,181 - SBD International LP (shareholder) 13,760 - SD Holding Limited as GP (shareholder) 6,984 - Gyan Investments Ltd (shareholder) 6,181 - 57,550 - Key management remuneration for the year ended 31 December 2019 amounted to USD 1,160,293 (2018: USD 677,291), charged to consolidated statement of comprehensive income (within profit and loss). The full amount of the key management remuneration relates to short term employment benefits. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings per share [abstract] | |
EARNINGS PER SHARE | 21 EARNINGS PER SHARE Basic EPS is calculated by dividing the profit/(loss) for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year. Diluted EPS is calculated by dividing the profit attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares. The following table reflects the income and share data used in the basic and diluted EPS calculations: 2019 2018 2017 USD USD USD (Loss) / Profit attributable to ordinary equity holders of the parent (76,558,663 ) 16,060,652 (3,747,408 ) 2019 2018 2017 No of shares No of shares No of shares (Restated) (Restated) Weighted average number of ordinary shares 80,264,186 80,000,000 80,000,000 As part of the business combination (note 25) warrants and ordinary shares subjected to escrow has been issued. In the calculation of diluted earnings per shares, the warrants have been excluded as the average market price of ordinary shares during the period exceeded the exercise price of the warrants i.e they are not in the money. The number of contingently issuable shares (escrow shares) to be included in the diluted earnings per shares calculation is based on the number of shares that would be issuable if the end of the period were the end of the contingency period. No ordinary shares would have been issuable on 31 December 2019 as the conditions attached to the escrow shares have not been met at reporting date. As a result, the escrow shares have been excluded from the calculation of diluted earnings per share for 31 December 2019 and the weighted average number of ordinary shares for basic earnings per share and diluted earnings per shares are the same. Between, the reporting date and the date of authorization of these financial statements, holders of 100 warrants have exercised their rights and converted the warrants into ordinary shares. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2019 | |
Commitments [Abstract] | |
COMMITMENTS | 22 COMMITMENTS 2019 2018 USD USD Capital commitments: Within one year 79,334,742 144,027,770 More than 1 year and less than 5 years - 16,534,876 79,334,742 160,562,646 Capital commitments relate to construction of phase 2 which is expected to be completed by the end of last quarter of 2020. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value of Financial Instruments [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 23 FAIR VALUE OF FINANCIAL INSTRUMENTS Management considers that the fair value of financial assets and financial liabilities in the consolidated financial statements approximate their carrying amounts at the reporting date. Fair value hierarchy The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable. Total Level 1 Level 2 Level 3 fair value USD USD USD USD Liabilities measured at fair value: 31 December 2019 Derivative financial instruments - 1,518,249 - 1,518,249 31 December 2018 Derivative financial instruments - 1,190,073 - 1,190,073 The fair values of the financial liabilities measured at fair value included in the Level 2 category above, have been determined in accordance with generally accepted pricing models based on a discounted cash flow analysis. The models incorporate various inputs including interest rate curves and forward rate curves of the underlying instruments. During the year ended 31 December 2019 and 2018, there were no transfers between Level 1 and Level 2 fair value measurements. |
Financial Risk Management and P
Financial Risk Management and Policies | 12 Months Ended |
Dec. 31, 2019 | |
Financial Risk Management And Policies [Abstract] | |
FINANCIAL RISK MANAGEMENT AND POLICIES | 24 FINANCIAL RISK MANAGEMENT AND POLICIES The main risks arising from the Group’s financial instruments are interest rate risk, credit risk, currency risk and liquidity risk. Management reviews and agrees policies for managing each of these risks which are summarized below. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s balances with banks and interest bearing loans and borrowings at variable rates. Interest rate sensitivity The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with other variables held constant, of the Group’s profit for one year corresponding to the impact of the floating rate borrowings for one year. The effect of the interest rate swap has been excluded from the sensitivity as the Group does not apply hedge accounting. Effect on profit USD 2019 +40 increase in basis points 347,971 -40 decrease in basis points (347,971 ) 2018 +40 increase in basis points (381,713 ) -40 decrease in basis points 381,713 Currency risk The Group does not have any significant exposure to currency risk as most of its assets and liabilities are denominated in USD or UAE Dirhams, which are pegged to the USD. Credit risk Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Group is exposed to credit risk on bank balances and receivables as reflected in the consolidated statement of financial position, with a maximum exposure equal to the carrying amount of these instruments. The expected credit loss on trade and other receivables are considered insignificant for 2019 and 2018. The Group has a low credit risk exposure on its trade receivables based on established policy, procedures and controls relating to customer credit risk management. Credit quality of the customer is assessed as part of contract negotiations. Outstanding receivables are regularly monitored. The Group has only one customer as at 31 December 2019 (31 December 2018: one customer). Liquidity risk The Group monitors its risk to a shortage of funds using a recurring liquidity planning tool. This tool considers projected financing requirements of the Group during the construction phase and cash projections from operations with outstanding bank facilities and outstanding bank commitments as defined under the finance documents. The Group manages its liquidity risk in relation to term loans to ensure compliance with all covenants for each specific facility. Refer note 2.2 for further details. The table below summarizes the maturity profile of the Group’s financial liabilities at 31 December 2019 and 31 December 2018 based on contractual undiscounted payments. On Less than 3 months 1 to 5 demand 3 months to 1 year years > 5 years Total USD USD USD USD USD USD 31 December 2019 Term loans (including accrued interest) - 8,101,006 9,178,414 34,165,752 40,550,347 91,995,519 Lease liability - 2,359,590 - 9,919,810 213,469,799 225,749,199 Derivative financial instruments - - 1,518,249 - - 1,518,249 Accounts payable, accruals and other payables (excluding accrued interest) - 26,350,143 31,469,596 - - 57,819,739 Total - 36,810,739 42,166,259 44,085,562 254,020,146 377,082,706 31 December 2018 Bank overdraft 3,745,048 - - - - 3,745,048 Term loans (including accrued interest) 95,702,779 - - - - 95,702,779 Lease liability - 2,313,323 - 9,725,304 216,023,896 228,062,523 Derivative financial instruments - - 1,190,073 - - 1,190,073 Accounts payable, accruals and other payables (excluding accrued interest) - 2,120,877 5,972,230 - - 8,093,107 Total 99,447,827 4,434,200 7,162,303 9,725,304 216,023,896 336,793,530 Capital management The primary objective of the Group’s capital management is to ensure that it maintains healthy capital ratios in order to support its business and maximize shareholder’s value and to meet its loan covenants. The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust future distribution policy to shareholders, issue new shares or shareholders’ contributions. The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Group includes within net debt, the lease liability, term loans, and trade and other payables, less cash and cash equivalents. Capital includes share capital, shareholders’ accounts, general reserve and (accumulated losses) retained earnings. Refer to note 15 for discussion on Group’s debt covenants. 2019 2018 USD USD Term loans 88,700,137 94,792,088 Lease liability 30,779,137 30,221,425 Less: cash and cash equivalents (19,830,771 ) 3,707,697 Net debt 99,648,503 128,721,210 Total capital 125,125,875 60,977,933 Capital and net debt 224,774,378 189,699,143 Gearing ratio 44 % 68 % |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2019 | |
Business Combination [Abstract] | |
BUSINESS COMBINATION | 25 BUSINESS COMBINATION In connection with the Business Combination as described in note 1, the following occurred: Twelve Seas: ● Each outstanding ordinary share of Twelve Seas has been exchanged for one (1) ordinary share of Brooge Energy. ● Each outstanding warrant of Twelve Seas has been exchanged for one warrant of Brooge Energy. ● As part of the Business Combination, 10,869,719 shares were issued to Twelve Seas which included 1.5 million Escrow shares subject to meeting certain financial milestones stated in this note below. Further, 21,229,000 warrants were issued to Twelve Seas in exchange ratio stated above and further details disclosed in note 13. ● In connection with the closing of the Business Combination, holders of 16,997,181 ordinary shares of Twelve Seas sold in Twelve Seas’s Initial Public Offering (“IPO”) exercised their right to redeem such shares at a price of $10.31 per share, for an aggregate redemption amount of approximately USD 175.36 million. Brooge Petroleum and Gas Investment Company FZE: ● Twelve Seas issued a total of 100 million shares (inclusive of 20 million of escrowed shares) to BPGIC in exchange for 100 ordinary shares of BPGIC. All 100 million shares were simultaneously replaced with Brooge Energy shares at the ratio of 1:1. The fair value of the shares that were swapped between the parties above was based on the closing share price of Brooge Energy’s as traded on NASDAQ on 20 December 2019 which was USD 10.49 per share. The fair value of the warrants that were swapped between the parties above was based on the closing price of Brooge Energy’s as traded on NASDAQ on 20 December 2019 which was USD 0.80 per warrant. As part of the above-mentioned business combination, Twelve Seas’ net assets of USD 32.4 million (see below) were assumed by the Company and the issuance of ordinary shares and warrants by the Company was recognized at fair value of USD 131.0 million, with the resulting difference amounting to USD 98.6 million representing the listing expense recognized on the transaction. In addition, the Group incurred other listing expenses such as lawyers and consultants fees of USD 3.1 million, resulting in a total listing expense of USD 101.9 million as reflected in the consolidated statement of comprehensive income. The net assets of USD 32,383,588 were assumed on 20 December 2019 comprised of: USD Cash and cash equivalent 33,064,568 Current assets 84,000 Accounts payable (765,000 ) Shares issued to Twelve Seas as part of the Business Combination included escrow shares of 1,552,000 being 30% of the founder shares which are subject to meeting certain financial milestones as mentioned below. The fair value of the shares in escrow is not materially different from that of the shares which are not in escrow as the rights of these shares are similar to those of “normal ordinary shares” since, management has a reasonable expectation that the subject financial milestones will be met. The total shares issued by Brooge Energy to BGPIC was 98,718,035 (inclusive of the 20 million shares in escrow) after reduction of 1,281,965 shares due to the 40% cash election exercised by BPGIC. 20,000,000 of the Exchange Shares (“Escrow Property”) otherwise issuable to BPGIC is set aside in escrow until released upon the satisfaction of certain financial milestones and share price targets below: One-half (½) of the Escrow Property shall become vested and no longer subject to forfeiture, and be released to the seller, in the event that either: (a) the Annualized EBITDA (as defined in the Escrow Agreement) for any full fiscal quarter during the Escrow Period (beginning with the first full fiscal quarter beginning after the Closing) (an “Escrow Quarter”) equals or exceeds USD 175,000,000 or (b) at any time during the Escrow Period, the closing price of the Brooge Energy ordinary shares equals or exceeds $12.50 per share (subject to equitable adjustment) for any ten (10) Trading Days (as defined in the Escrow Agreement) within any twenty (20) Trading Day period during the Escrow Period. All Escrow Property remaining in the Escrow Account shall become vested and no longer subject to forfeiture, and be released to the seller, in the event that either: (a) the Annualized EBITDA for any Escrow Quarter equals or exceeds $250,000,000 or (b) at any time during the Escrow Period, the closing price of the Brooge Energy ordinary shares equals or exceeds $14.00 per share (subject to equitable adjustment) for any ten (10) Trading Days within any twenty (20) Trading Day period during the Escrow Period. The same conditions mentioned above applied for the escrow founder shares. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 26 SUBSEQUENT EVENTS The outbreak of Novel Coronavirus (COVID 19) continues to progress and evolve. Therefore, it is challenging now, to predict the full extent and duration of its business and economic impact. The outbreak of Covid-19 has had an impact on demand for oil and petroleum products. Recent global developments in March 2020 have caused further volatility in commodity markets. The extent and duration of such impacts remain uncertain and dependent on future developments that cannot be accurately predicted at this time, such as the transmission rate of the coronavirus and the extent and effectiveness of containment actions taken. Given the ongoing economic uncertainty, a reliable estimate of the impact cannot be made at the date of authorisation of these consolidated financial statements. These developments could impact our future financial results, cash flows and financial condition. The Group has entered into a land lease agreement, dated as of 2 February 2020 (the “Phase III Land Lease Agreement”), by and between Group and the Fujairah Oil Industry Zone (“FOIZ”) to lease an additional plot of land that has a total area of approximately 450,000 m2 (the “Phase III Land”). Group intends to use the relevant land to expand its crude oil storage and service and refinery capacity (“Phase III”). In February 2020, the Group and Sahara Energy Resources DMCC mutually agreed to discontinue their joint development discussions to install a modular oil refinery at Group’s terminal. Shortly thereafter, the Group entered into a new agreement with BIA (the “Refinery Agreement”) which provides that the parties will use their best efforts to finalize the technical and design feasibility studies for a refinery with a capacity of 25,000 bpd (the “BIA Refinery”). On 07 April 2020, the Company changed its name from Brooge Holding Limited to Brooge Energy Limited. In May 2020, BIA agreed to release 129,000 m3 of the Phase I capacity, amounting to approximately one third of the total Phase I capacity, back to BPGIC. BPGIC leased this capacity to, Totsa Total Oil Trading SA (the “Super Major”), for a 6 month period (the “Super Major Agreement”) subject to renewal for an additional 6 month period with the mutual agreement of the parties. On expiration of the agreement, BPGIC has to return back 129,000 m3 to BIA. The Group negotiated another amendment to the term loan facilities (1) and (2) on 15 June 2020. Loans (1) and (2) are now payable in 46 and 16 instalments, respectively, with the first installment starting from 30 June 2020 with final maturity in 30 July 2030 and 31 July 2023, respectively. The loan 1 carries interest at 6 months EIBOR + 4% (minimum 5%) and to be further enhanced to 6 month EIBOR + 4.5% (minimum 5%) from January 2021 as compared to interest at 3 month EIBOR + 3% previously, and, the loan 2 carries interest at 3 months EIBOR + 4% (minimum 5%) and to be further enhanced to 3 month EIBOR + 4.5% (minimum 5%) as compared to interest at 3 month EIBOR + 3% previously The Group has to pay USD 8.8 million for term loan (1) and (2) in 2020 which represents the cumulative instalments including interest outstanding from periods prior to this amended agreement and an amendment fee of USD 136,000. All securities and covenants under the original agreements remain in effect under the amended agreement except debt service reserve account (DSRA) balance to be maintained from 31 October 2020 and debt service coverage ratio (DSCR) to be commenced from 31 December 2020. Under this agreement, term loans (1) and (2) are also secured by assignment of the proceeds from operation of the tanks of phase 1 and 2. |
Basis of Preparation (Policies)
Basis of Preparation (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Basis of Preparation [Abstract] | |
Basis of consolidation | Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 31 December 2019. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has: ● Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee); ● Exposure, or rights, to variable returns from its involvement with the investee; and ● The ability to use its power over the investee to affect its returns. When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: ● The contractual arrangement with the other vote holders of the investee; ● Rights arising from other contractual arrangements; and ● The Group’s voting rights and potential voting rights. The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control. Assets, liabilities, income and expenses of a subsidiary acquired or disposed off during the year are included in the consolidated statement of comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it: ● Derecognises the assets (including goodwill) and liabilities of the subsidiary ● Derecognises the carrying amount of any non-controlling interests ● Derecognises the cumulative translation differences recorded in equity ● Recognises the fair value of the consideration received ● Recognises the fair value of any investment retained ● Recognises any surplus or deficit in profit or loss ● Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or retained earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or liabilities Details of subsidiaries as at 31 December 2019 and 31 December 2018 were as follows: Percentage of ownership Legal name Country of incorporation 2019 2018 Brooge Petroleum and Gas Investment Company FZE United Arab Emirates 100 % - BPGIC International (formerly known as Twelve Seas)* Cayman Islands 100 % - *indirectly held The financial statements of the subsidiary are prepared for the same reporting year as the Group. Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. The carrying amount of the Company’s investment in the subsidiary and the equity of the subsidiary is eliminated on consolidation. All significant intra-group balances, and income and expenses arising from intra-group transactions are also eliminated on consolidation. (ii) Non-controlling interests (“NCI”) NCI are measured at their proportionate share of the acquiree’s identifiable net assets at the date of acquisition. Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. (iii) Business combinations Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non-controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree. If the business combination is achieved in stages, any previously held equity interest is re-measured at its acquisition date fair value and any resulting gain or loss is recognised in profit or loss. It is then considered in the determination of goodwill. Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of IFRS 9 Financial Instruments, is measured at fair value with changes in fair value recognised either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured and subsequent settlement is accounted for within equity. A ‘reverse acquisition’ is a business combination in which the legal acquirer - i.e. the entity that issues the securities (i.e. listed entity) becomes the acquiree for accounting purposes and the legal acquiree becomes the acquirer for accounting purposes. It is the application in accordance with IFRS 3 Business Combinations on identifying the acquirer, which results in the identification of the legal acquiree as the accounting acquirer in a reverse acquisition. Application in accordance with IFRS 3 Business Combinations on identifying the acquirer may result in identifying the listed entity as the accounting acquiree and the unlisted entity as the accounting acquirer. In this case, if the listed entity is: ● A business, IFRS 3 Business Combinations applies; ● Not a business, IFRS 2 Share-based Payment applies to the transaction once the acquirer has been identified following the principles in accordance with IFRS 3 Business Combinations. Under this approach, the difference between the fair value of the consideration paid less the fair value of the net assets acquired, is recognized as a listing expense in profit or loss. |
Revenue recognition | Revenue recognition The Group elected to early adopt IFRS 15 'Revenue from Contracts with Customers' and IFRS 16 'Leases' for the year ended 31 December 2016 using the full retrospective method for both standards. The Group generates revenue by charging fees for the storage, throughput and handling of fuel oil and clean products for its sole customer. Additional revenue is generated by charging fees for other ancillary services (excess throughput, heating, blending and other services). The contract contains a lease and a service component. The lease component is accounted for under IFRS 16 and the service component is accounted for under IFRS 15. The contract has a minimum fixed monthly payment for both the lease and non-lease service components. The fixed consideration is allocated to the lease and service components based on their relative stand-alone selling price, which is based on an analysis of lease-related and service-related costs for the contract, adjusted for representative profit margins. The lease component is recognised on a straight-line basis over the term of the initial lease and the service component is recognised over time as the customer simultaneously receives and consumes the benefits provided by the Group's performance. The fixed payment is billed monthly in advance. The contract also contains variable elements in the form of the other ancillary services. Revenue from the variable element of the contract is recognised based on the actual volumes transported, stored and processed in the period in which the services are provided. These services are generally billed the month after the services are performed. |
Borrowing costs | Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in the consolidated statement of comprehensive income (within profit and loss) in the period during which they are incurred. |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Capital work under progress is stated at cost and subsequently transferred to assets when it is available for use. Cost of an item of property, plant and equipment comprises its acquisition cost including borrowing cost and all directly attributable costs of bringing the asset to working condition for its intended use. Such cost includes the cost of replacing part of the plant and equipment when that cost is incurred, if the recognition criteria are met. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in the consolidated statement of comprehensive income (within profit and loss) as incurred. Depreciation is computed using the straight-line method based on the estimated useful lives of assets as follows: Buildings 25 years Tanks 50 years Installations (pipeline, pumps and other equipment) 20 - 25 years Other equipment 5 years Right-of-use asset - Land 60 years The assets' residual values and useful lives are reviewed and adjusted if appropriate, at each financial year end to determine whether there is an indication of impairment. If any such indication exists, an impairment loss is recognised in the consolidated statement of comprehensive income (within profit and loss). For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). The carrying amounts are reviewed at each reporting date to assess whether they are recorded in excess of their recoverable amounts, and where carrying values exceed this estimated recoverable amount, assets are written down to their recoverable amount, being the higher of their fair value less costs to sell and their value in use. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement of comprehensive income (within profit and loss) in the year the asset is derecognised. |
Capital work in progress | Capital work in progress Capital work in progress is stated at cost, which represents costs for the design, development, procurement, construction and commissioning of the asset under development. Cost includes borrowing cost capitalised and depreciation of the right of use asset during the construction phase. When the asset is in the location and condition necessary to operate in the manner intended by management, capital work in progress is transferred to the appropriate property, plant and equipment category and depreciated in accordance with the Group's policies. |
Impairment of non-financial assets | Impairment of non-financial assets At each reporting date, the Group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest cash-generating units for which a reasonable and consistent allocation basis can be identified. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the consolidated statement of comprehensive income (within profit and loss). Where an impairment loss subsequently reverses, the carrying amount of the asset (cash- generating unit) is increased to the revised estimate of its recoverable amount, such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. |
Cash and cash equivalents | Cash and cash equivalents For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash in hand, bank balances and short-term deposits with original maturity of three months or less, net of bank overdraft. |
Inventories | Inventories Inventories are valued at the lower of cost, determined on the basis of weighted average cost, and net realizable value. Costs are those expenses incurred in bringing each item to its present location and condition. Net realisable value is valued at selling prices net of selling costs. |
Leasing | Leasing The Group had elected to early adopt IFRS 16 during the year ended 31 December 2016, from its lease commencement dates using the full retrospective method. At inception of a contract, the Group assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. For a contract that is, or contains, a lease, the Group accounts for each lease component within the contract as a lease separately from non-lease components of the contract. The Group determines the lease term as the non-cancellable period of a lease, together with both: a) periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option; and b) periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option. In assessing whether a lessee is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, the Group considers all relevant facts and circumstances that create an economic incentive for the lessee to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Group revises the lease term if there is a change in the non-cancellable period of a lease. Group as a lessor Leases where the Group does not transfer substantially all the risks and benefits of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same bases as rental income. Contingent rents are recognised as revenue in the period in which they are earned. Group as a lessee For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components. The relative stand-alone price of lease and non-lease components is determined on the basis of the price the lessor, or a similar supplier, would charge an entity for that component, or a similar component, separately. If an observable stand-alone price is not readily available, the Group estimates the stand-alone price, maximising the use of observable information. For determination of the lease term, the Group reassesses whether it is reasonably certain to exercise an extension option, or not to exercise a termination option, upon the occurrence of either a significant event or a significant change in circumstances that: a) is within the control of the Group; and b) affects whether the Group is reasonably certain to exercise an option not previously included in its determination of the lease term, or not to exercise an option previously included in its determination of the lease term. At the commencement date, the Group recognises a right-of-use asset classified within property, plant and equipment and a lease liability classified separately on the consolidated statement of financial position. Short-term leases and leases of low-value assets The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease of 12 months or less and leases of low-value assets of USD 5,000 or less when new. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term. Right-of-use assets The right-of-use asset is initially recognised at cost comprising of: a) the amount of the initial measurement of the lease liability; b) any lease payments made at or before the commencement date, less any lease incentives received; c) any initial direct costs incurred by the Group; and d) an estimate of costs to be incurred by the Group in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease. These costs are recognised as part of the cost of the right-of-use asset when the Group incurs an obligation for these costs. The obligation for these costs is incurred either at the commencement date or as a consequence of having used the underlying asset during a particular period. After initial recognition, the Group amortises the right-of-use asset over the term of the lease. In addition the right of use asset is periodically reduced by impairment losses, if any, and adjusted for certain re-measurements of the lease liability. Lease liability The lease liability is initially recognised at the present value of the lease payments that are not paid at the commencement date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses its incremental borrowing rate. After initial recognition, the lease liability is measured by (a) increasing the carrying amount to reflect interest on the lease liability; (b) reducing the carrying amount to reflect the lease payments made; and (c) remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments. Where, (a) there is a change in the lease term as a result of the reassessment of certainty to exercise an option, or not to exercise a termination option as discussed above; or (b) there is a change in the assessment of an option to purchase the underlying asset, assessed considering the events and circumstances in the context of a purchase option, the Group remeasures the lease liabilities to reflect changes to lease payments by discounting the revised lease payments using a revised discount rate. The Group determines the revised discount rate as the interest rate implicit in the lease for the remainder of the lease term, if that rate can be readily determined, or its incremental borrowing rate at the date of reassessment, if the interest rate implicit in the lease cannot be readily determined. Where, (a) there is a change in the amounts expected to be payable under a residual value guarantee; or (b) there is a change in future lease payments resulting from a change in an index or a rate used to determine those payments, including a change to reflect changes in market rental rates following a market rent review, the Group remeasures the lease liabilities by discounting the revised lease payments using an unchanged discount rate, unless the change in lease payments results from a change in floating interest rates. In such case, the Group uses a revised discount rate that reflects changes in the interest rate. The Group recognises the amount of the re-measurement of the lease liability as an adjustment to the right-of-use asset. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Group recognises any remaining amount of the re-measurement in the consolidated statement of comprehensive income (within profit and loss). The Group accounts for a lease modification as a separate lease if both: a) the modification increases the scope of the lease by adding the right to use one or more underlying assets; and b) the consideration for the lease increases by an amount commensurate with the stand-alone price for the increase in scope and any appropriate adjustments to that stand-alone price to reflect the circumstances of the particular contract. |
Financial assets | Financial assets Classification and measurement The Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Under IFRS 9, debt financial instruments are subsequently measured at fair value through profit or loss (FVPL), amortised cost, or fair value through other comprehensive income (FVOCI). The classification is based on two criteria: the Group's business model for managing the assets; and whether the instruments' contractual cash flows represent 'solely payments of principal and interest' on the principal amount outstanding (the 'SPPI criterion'). The classification and measurement of the Group's debt financial assets are, as follows: ● Debt instruments at amortised cost for financial assets that are held within a business model with the objective to hold the financial assets in order to collect contractual cash flows that meet the SPPI criterion. This category includes the Group's trade and other receivables. ● Debt instruments at FVOCI, with gains or losses recycled to profit or loss on derecognition. Financial assets in this category that meet the SPPI criterion and are held within a business model both to collect cash flows and to sell. Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in the consolidated statement of comprehensive income when the asset is derecognised, modified or impaired. Derecognition A financial asset (or, where applicable a part of a financial asset or part of a Group of similar financial assets) is derecognised when: - The rights to receive cash flows from the asset have expired, or - The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Group's continuing involvement in the asset. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained. Continuing involvement that takes the form of a guarantee over the transferred asset, is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay. Impairment of financial assets Under IFRS 9, the Group records an allowance for Expected Credit Loss (ECL) for all loans and debt financial assets not held at FVPL. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive. The shortfall is then discounted at an approximation to the asset's original effective interest rate. For trade and other receivables, the Group has applied the standard's simplified approach and has calculated ECLs based on lifetime expected credit losses. The Group calculates the ECL based on the Group's historical credit loss experience, adjusted for forward-looking factors specific to the customer and the economic environment. The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. |
Equity instruments | Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group comprising of share capital, share premium, warrants and shareholders’ accounts are recorded at the proceeds received, net of direct issue costs. Warrants are accounted for as equity instruments. The cost of warrants is determined by the fair value at the date of the transaction using either the quoted price or appropriate valuation model. The warrants issued as part of the Business Combination allow the holder to subscribe for the ordinary shares of the Company at 1:1 basis at an exercise price of USD 11.50. The warrants shall lapse and expire after five years from the closing of the Business Combination (note 25). Escrow shares issued as part of the Business Combination are subject to meeting certain financial milestones during the vesting period as disclosed in note 25. The fair value of the shares in escrow is not materially different from that of the shares which are not in escrow as the rights of these shares are similar to those of |
Financial liabilities | Financial liabilities Initial recognition Financial liabilities within the scope of IFRS 9 are classified as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Group determines the classification of its financial liabilities at initial recognition. Financial liabilities are recognised initially at fair value and in the case of loans and borrowings fair value of the consideration received less directly attributable transaction costs. The Group’s financial liabilities include trade and other payables, lease liability and term loans. Subsequent measurement The measurement of financial liabilities depends on their classification as follows: Accounts payable Liabilities are recognised for amounts to be paid in the future for goods and services received, whether billed by the supplier or not. Loans and borrowings All loans and borrowings are initially recognised at the fair values less directly attributable transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Gains and losses are recognised in the consolidated statement of comprehensive income (within profit and loss) when liabilities are derecognized. Derecognition A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the consolidated statement of comprehensive income (within profit and loss). A non-substantial modification to a financial liability is not treated as a derecognition of the original liability. The difference between the carrying amount and the net present value of the modified terms is recognised in the consolidated statement of comprehensive income (within profit and loss) |
Offsetting of financial instruments | Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount reported in the consolidated statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously. |
Amortised cost of financial instruments | Amortised cost of financial instruments Amortised cost is computed using the effective interest method less any allowance for impairment and principal repayment or reduction. The calculation takes into account any premium or discount on acquisition and includes transaction costs and fees that are an integral part of the effective interest rate. |
Derivative financial instruments | Derivative financial instruments The Group uses derivative financial instruments, interest rate swaps, to hedge its interest risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. Any gains or losses arising from changes in the fair value of derivatives are taken directly to the consolidated statement of comprehensive income (within profit and loss) as the Group has not designated derivative financial instruments under hedging arrangements. |
Provisions | Provisions Provisions are recognised when the Group has a legal or constructive obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation at the end of the reporting period, using a rate that reflects current market assessments of the time value of money and the risks specific to the obligation. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that a reimbursement will be received and the amount of the receivable can be measured reliably. |
Decommissioning liabilities | Decommissioning liabilities As part of the land lease agreement between Fujairah Municipality and the Group, the Group has a legal obligation to remove the plant at the end of its lease term. The Group initially records a provision for asset retirement obligations at the best estimate of the present value of the expenditure required to settle the obligation at the time a legal (or constructive) obligation is incurred, if the liability can be reliably estimated. When the provision is initially recorded, the carrying amount of the related asset is increased by the amount of the liability. Provisions are adjusted at each balance sheet date to reflect the current best estimate. The unwinding of the discount is recognised as finance cost. The Group's operating assets generally consist of storage tanks and related facilities. These assets can be used for an extended period of time as long as they are properly maintained and/or upgraded. It is the Group's current intent to maintain its assets and continue making improvements to those assets based on technological advances. There is no data or information that can be derived from past practice, industry practice or the Group's intentions that could be used to make a reliable estimate of the decommissioning cost. Accordingly, the Group has not recorded a liability or corresponding asset as the amounts of such potential future costs are not reliably determinable. |
Value added tax | Value added tax Expenses and assets are recognised net of the amount of value added tax, except: ● When the value added tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the value added tax is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable ● When receivables and payables are stated with the amount of value added tax included The net amount of value added tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the consolidated statement of financial position. |
Foreign currencies | Foreign currencies Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the reporting date. All differences are taken to the consolidated statement of comprehensive income (within profit and loss). Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. |
Employees' end of service benefits | Employees' end of service benefits The Group provides end of service benefits to its employees. The entitlement to these benefits is based upon the employees' final salary and length of service, subject to the completion of a minimum service period. The expected costs of these benefits are accrued over the period of employment. |
Fair value | Fair value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: ● In the principal market for the asset or liability, or ● In the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible to the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; ● Level 2 inputs, other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and ● Level 3 inputs are unobservable inputs for the asset or liability. |
Current versus non-current classification | Current versus non-current classification The Group presents assets and liabilities in consolidated statement of financial position based on current/non-current classification. An asset is current when it is: ● Expected to be realised or intended to be sold or consumed in a normal operating cycle ● Held primarily for the purpose of trading ● Expected to be realised within twelve months after the reporting period, Or ● Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period All other assets are classified as non-current. A liability is current when it is: ● Expected to be settled in normal operating cycle ● Held primarily for the purpose of trading ● Due to be settled within twelve months after the reporting period, Or ● There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period The Group classifies all other liabilities as non-current. |
Basis of Preparation (Tables)
Basis of Preparation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Basis of Preparation [Abstract] | |
Schedule of subsidiarie percentage of ownership | Percentage of ownership Legal name Country of incorporation 2019 2018 Brooge Petroleum and Gas Investment Company FZE United Arab Emirates 100 % - BPGIC International Cayman Islands 100 % - |
Schedule of useful life of the assets | Buildings 25 years Tanks 50 years Installations (pipeline, pumps and other equipment) 20 - 25 years Other equipment 5 years Right-of-use asset - Land 60 years |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue [abstract] | |
Schedule of revenue | 2019 2018 2017 USD USD USD Revenue recognised under IFRS 16 Fixed consideration – leasing component 16,846,481 14,586,315 62,995 Revenue recognised under IFRS 15 Fixed consideration – service component 7,112,959 6,158,667 26,598 Ancillary services 20,125,934 15,094,286 - 27,238,893 21,252,953 26,598 Total revenue 44,085,374 35,839,268 89,593 |
Schedule of operating lease commitments | 2019 2018 2017 USD USD USD Within one year 23,959,440 23,959,440 23,869,847 After one year but not more than 5 years 61,895,220 71,878,320 95,837,760 85,854,660 95,837,760 119,707,607 |
Direct Costs (Tables)
Direct Costs (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Direct Costs | |
Schedule of direct costs | 4 DIRECT COSTS 2019 2018 2017 USD USD USD Employee costs and related benefits 3,074,727 2,808,702 1,518,794 Depreciation (note 8) 5,785,745 5,716,063 692,528 Spare parts and consumables used (note 9) 788,792 592,471 50,891 Insurance 323,702 377,053 31,304 Others 229,499 113,071 2,292 10,202,465 9,607,360 2,295,809 |
Listing Expenses (Tables)
Listing Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Listing Expenses | |
Schedule of listing expenses | 2019 2018 2017 USD USD USD IFRS 2 listing expenses (note 25) 98,622,019 - - Other listing expenses* 3,151,858 - - 101,773,877 - - * Other listing expenses represents promissory note of USD 1.5 million, fees paid to legal advisors, consultants, and other necessary expenses incurred in relation to the Group’s listing on the US market. |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
General and Administrative Expenses [Abstract] | |
Schedule of general and administrative expenses | 2019 2018 2017 USD USD USD Employee costs and related benefits 1,471,974 1,178,919 287,481 Consultancy expenses 535,275 337,491 54,529 Recruitment expenses 1,360 33,362 53,912 Travel and related expenses 52,506 11,515 16,544 Rent on low value and short term leases 10,346 22,325 43,380 Advertisement and subscriptions 131,494 116,495 37,223 Printing and stationery 25,954 22,713 12,636 Licence costs 18,502 19,249 22,872 Communication expenses 35,465 19,773 9,379 Other expenses 326,108 267,418 36,310 2,608,984 2,029,260 574,266 |
Finance Costs (Tables)
Finance Costs (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of finance costs | 2019 2018 2017 USD USD USD Interest on lease liability (note 16) 1,412,796 1,387,612 318,957 Finance costs on term loans 4,002,772 5,564,311 647,969 Bank charges 314,967 - - 5,730,535 6,951,923 966,926 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of property plant and equipment | Capital Other Right-of-use work in Buildings Tanks Installations equipment asset (land) progress Total USD USD USD USD USD USD USD 2019 Cost: At 1 January 2019 28,037,886 76,100,795 65,868,246 213,843 27,540,969 8,344,847 206,106,586 Additions - - 9,883 4,984 - 71,603,465 71,618,332 At 31 December 2019 28,037,886 76,100,795 65,878,129 218,827 27,540,969 79,948,312 277,724,918 Depreciation: At 1 January 2019 1,250,566 1,746,725 3,148,665 36,436 2,295,080 - 8,477,472 Charge for the year 1,121,515 1,565,419 2,829,671 43,237 459,016 - 6,018,858 At 31 December 2019 2,372,081 3,312,144 5,978,336 79,673 2,754,096 - 14,496,330 Net carrying amount: At 31 December 2019 25,665,805 72,788,651 59,899,793 139,154 24,786,873 79,948,312 263,228,588 2018 Cost: At 1 January 2018 28,037,886 76,100,795 65,860,351 79,645 27,540,969 294,403 197,914,049 Additions - - 7,895 134,198 - 8,050,444 8,192,537 At 31 December 2018 28,037,886 76,100,795 65,868,246 213,843 27,540,969 8,344,847 206,106,586 Depreciation: At 1 January 2018 129,051 181,306 325,525 3,232 1,836,064 - 2,475,178 Charge for the year 1,121,515 1,565,419 2,823,140 33,204 459,016 - 6,002,294 At 31 December 2018 1,250,566 1,746,725 3,148,665 36,436 2,295,080 - 8,477,472 Net carrying amount: At 31 December 2018 26,787,320 74,354,070 62,719,581 177,407 25,245,889 8,344,847 197,629,114 |
Schedule of comprehensive income (within profit and loss) and capital work in progress | 2019 2018 USD USD Direct costs (note 4) 5,785,745 5,716,063 Property, plant and equipment 233,113 286,231 6,018,858 6,002,294 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Inventories | 2019 2018 USD USD Spare parts and consumables 179,644 147,090 |
Trade and Other Receivables (Ta
Trade and Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Trade and other receivables [abstract] | |
Schedule of trade and other receivables | 2019 2018 USD USD Trade receivables 1,507,660 1,877,887 Prepayments and other receivables 783,483 245,190 Due from related parties (note 20) 68,325 - 2,359,468 2,123,077 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Cash And Cash Equivalents | |
Shedule of Cash and Cash Equivalents | 2019 2018 USD USD Bank balances and cash 19,830,771 37,351 Bank overdraft - (3,745,048 ) Cash and cash equivalents 19,830,771 (3,707,697 ) |
Schedule of non-cash transactions | 2019 2018 USD USD Capital accruals 31,469,596 5,972,230 Purchase of property, plant and equipment financed through advances paid to contractors 8,335,236 231,571 Listing expenses (note 5) 100,122,019 - Lease payments made by shareholders - 2,818,714 |
Issued Capital and Reserves (Ta
Issued Capital and Reserves (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Issued Capital And Reserves | |
Schedule of number of ordinary shares authorized | 2019 2018 No. of shares No. of shares Authorized Ordinary shares 450,000,000 450,000,000 |
Schedule of ordinary shares acquirer | No. of shares USD At 1 January 2018 100 1,361,285 At Brooge Energy At inception 1 n.m.* Conversion of 100 BPGIZ FZE ordinary shares at 1 for 1 million to the legal acquirer, Brooge Energy (note 25) 80,000,000 ** 8,000 At 31 December 2018 80,000,000 8,000 Cash election (1,281,965 ) (128 ) Changes in share capital due to business combination (note 25) 9,347,219 ** 932 At 31 December 2019 88,065,254 8,804 * not meaningful ** Ordinary shares held in escrow (20,000,000 shares held by BPGIC and 1,552,000 shares held by the original founders of Twelve Seas) have been excluded from the share capital in the table above. Additional information on escrow shares are included in note 25. |
Schedule of share premium | USD At 1 January 2018 - Reverse acquisition adjustment 1,353,285 At 31 December 2018 1,353,285 Ordinary shares issued on merger with Twelve Seas 114,022,421 Cash election (13,599,872 ) At 31 December 2019 101,775,834 |
Term Loans (Tables)
Term Loans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Term Loans | |
Schedule of debt | 15 TERM LOANS 2019 2018 Interest rate Maturity USD USD Non-current Term loan (1) 3 month EIBOR + 3% margin 2030 68,271,743 - Term loan (2) 3 month EIBOR + 3% margin 2023 5,889,207 - 74,160,950 - Current Term loan (1) 3 month EIBOR + 3% margin 2020 10,135,939 82,245,595 Term loan (2) 3 month EIBOR + 3% margin 2020 2,138,248 10,165,703 Term loan (3) 1 month EIBOR + 2% margin - - 2,380,790 Promissory notes 2020 2,265,000 - 14,539,187 94,792,088 Term loan 1 In 2014, the Group obtained a term loan facility (1) amounting to USD 84,595,154 (AED: 310,718,000) from a commercial bank in the UAE to partially finance the construction of phase 1 (14 oil storage tanks in Fujairah). During the year 2019, the Group has not drawn down any amounts (2018: USD 550,445) from this facility. The loan was repayable in 48 quarterly instalments, commencing 27 months after the start of the construction with final maturity not exceeding 31 March 2028 and is stated net of prepaid finance cost of USD 499,158 (2018: USD 559,607). The interest is due on a quarterly basis from the loan drawdown date. The loan was drawn down in AED. In 2018, the Group entered into an agreement to amend the term loan facility (1). The loan was repayable in 48 quarterly instalments starting October 2018 with final maturity in July 2030. The loan then carries interest at 3 month EIBOR + 3% as compared to interest at 6 month EIBOR + 3.5% previously. On 10 September 2019, the Group entered into an agreement with the bank to again amend term loan facility (1). The loan was payable in 45 instalments starting 31 October 2019 with final maturity on 30 July 2030. One of the instalments included a one-time lump sum repayment of USD 5,729,418 which represented the cumulative instalments including interest outstanding from periods prior to this amended agreement of USD 5,494,063 and an amendment fee of USD 235,355. On 30 December 2019, the Group entered into another amendment by revoking the previous amendment for term loan facility (1). The loan is now payable in 44 instalments starting 31 January 2020 with final maturity on 30 July 2030. One of the instalments includes a one-time lump sum repayment of USD 6,612,194, which represents the cumulative instalments including interest outstanding from periods prior to this amended agreement of USD 6,520,130 and an amendment fee of USD 92,064. Term loan 2 During 2017, the Group obtained an additional term loan facility (2) of USD 11,108,086 (AED 40,800,000) from a commercial bank in the UAE for the construction of an administrative building in Fujairah. The loan was repayable in 20 quarterly instalments starting after a 6 months grace period commencing in April 2017 and is stated net of prepaid finance cost of USD 58,578 (2018: USD 76,606). The interest is due on a quarterly basis from the loan drawdown date. The loan was drawn down in AED. During the year 2018, the Group has entered in to an agreement to amend term loan facility (2). The loan was repayable in 20 quarterly instalments starting October 2018 with final maturity in July 2023.The loan carried interest at 3 month EIBOR + 3% as compared to interest at 3 month EIBOR + 3.5% previously. Term loan (2) was not amended as part of the 10 September 2019 and 30 December agreement to amend loan (1). In 2019, the Group repaid all instalments due under the repayment schedule. Term loan 3 In 2018, the Group has obtained a facility from a commercial bank in the UAE to settle accrued interest on term loan (1) amounting to USD 3,539,341(AED 13,000,000). The facility carried interest at 1 month EIBOR + 2% margin and was repayable in 15 equal monthly instalments commencing from date of disbursement. The loan was drawn down in AED. The facility has been fully settled during the year. |
Schedule of term loans are repayable | 2019 2018 USD USD Payable within 1 year 14,541,774 95,428,301 Payable within 1 and 2 years 9,216,973 - Payable within 2 and 5 years 24,948,779 - Payable after 5 years 40,550,347 - 89,257,873 95,428,301 |
Schedule of changes in liabilities arising from term loans | 1 January Cash flows Other* 31 December USD USD USD USD 2019 Current 94,792,088 (8,435,416 ) (71,817,485 ) 14,539,187 Non-current - - 74,160,950 74,160,950 Total 94,792,088 (8,435,416 ) 2,343,465 88,700,137 2018 Current 94,163,751 550,148 78,189 94,792,088 Non-current - - - - Total 94,163,751 550,148 78,189 94,792,088 *The 'Other' column includes the effect of amortisation of prepaid finance costs on term loans, promissory notes and reclassification between current and non-current portion. |
Lease Liability (Tables)
Lease Liability (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Lease Liability [Abstract] | |
Schedule of changes in the lease liability | 2019 2018 USD USD At 1 January 30,221,425 29,670,675 Interest charge 2,871,035 2,818,714 Amount paid during the year (2,313,323 ) (2,267,964 ) At 31 December 30,779,137 30,221,425 |
Schedule of lease liability is classified in the consolidated statement | 2019 2018 USD USD Current 2,154,878 2,112,624 Non-current 28,624,259 28,108,801 30,779,137 30,221,425 |
Schedule of maturity of the lease liability | Present value of Lease payments Minimum lease payments 2019 2018 2019 2018 USD USD USD USD Not later than one year 2,359,590 2,313,323 2,154,877 2,112,624 Later than one year and not later than five years 9,919,810 9,725,304 7,241,240 7,099,255 Later than five years 213,469,800 216,023,896 21,383,020 21,009,546 225,749,200 228,062,523 30,779,137 30,221,425 Finance costs (194,970,063 ) (197,841,098 ) - - Present value of minimum lease payments 30,779,137 30,221,425 30,779,137 30,221,425 |
Provisions (Tables)
Provisions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Provisions Tables Abstract | |
Schedule of provisions | 2019 2018 USD USD Provision for employees' end of service benefits 13,941 6,267 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Financial Instruments [Abstract] | |
Schedule of derivative financial instruments | 2019 2018 USD USD Interest rate swaps 1,518,249 1,190,073 |
Schedule of derivative financial instruments at FVTPL | Notional Fair value Fair value Amount asset liability USD USD USD 31 December 2019 Designated at FVTPL Interest rate swaps 79,253,015 - 1,518,249 31 December 2018 Designated at FVTPL Interest rate swaps 83,855,305 - 1,190,073 |
Accounts Payable, Accruals an_2
Accounts Payable, Accruals and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounts Payable Accruals And Other Payables | |
Schedule of Accounts Payable, Accruals and Other Payables | 2019 2018 USD USD Accounts payable* 25,989,961 1,565,035 Accrued interest on term loans 3,387,446 910,691 Capital accruals** 31,469,596 5,972,230 Accrued expenses 268,118 555,842 61,115,121 9,003,798 * Accounts payables primarily represent payables to Audex (Phase 2 contractor) amounting to USD 21.5 million. ** Capital accruals represents contractor’s capital accruals for Phase 2 |
Related Party Transactions an_2
Related Party Transactions and Balances (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions and Balances [Abstract] | |
Schedule of transactions with related parties | 2019 2018 USD USD Contributions by the shareholders 77,090,648 951,539 Amounts paid on behalf of the Group by the shareholders* 1,135,484 7,850,431 Amounts paid by the Group on behalf of the shareholders (1,647,064 ) (2,296,354 ) Distributions to shareholders (53,279,016 ) (29,209,289 ) 23,300,052 (22,703,673 ) |
Schedule of changes in shareholders' account | 2019 2018 USD USD At 1 January 47,717,763 70,421,436 Net contributions (distributions) during the year 23,300,052 (22,703,673 ) At 31 December 71,017,815 47,717,763 |
Schedule of other related party balances | 2019 2018 USD USD Expenses paid on behalf of related parties (note 10) 57,550 - Due from related parties: HBS Investments LP (shareholder) 13,388 - H Capital International LP (shareholder) 11,056 - O2 Investments Limited as GP (shareholder) 6,181 - SBD International LP (shareholder) 13,760 - SD Holding Limited as GP (shareholder) 6,984 - Gyan Investments Ltd (shareholder) 6,181 - 57,550 - |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings per share [abstract] | |
Schedule of income and share data used in the basic and diluted EPS | 2019 2018 2017 USD USD USD (Loss) / Profit attributable to ordinary equity holders of the parent (76,558,663 ) 16,060,652 (3,747,408 ) 2019 2018 2017 No of shares No of shares No of shares (Restated) (Restated) Weighted average number of ordinary shares 80,264,186 80,000,000 80,000,000 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments [Abstract] | |
Schedule of capital commitments | 2019 2018 USD USD Capital commitments: Within one year 79,334,742 144,027,770 More than 1 year and less than 5 years - 16,534,876 79,334,742 160,562,646 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value of Financial Instruments [Abstract] | |
Schedule of analysis of financial instruments | Total Level 1 Level 2 Level 3 fair value USD USD USD USD Liabilities measured at fair value: 31 December 2019 Derivative financial instruments - 1,518,249 - 1,518,249 31 December 2018 Derivative financial instruments - 1,190,073 - 1,190,073 |
Financial Risk Management and_2
Financial Risk Management and Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Financial Risk Management And Policies [Abstract] | |
Schedule of changes in interest rates | Effect on profit USD 2019 +40 increase in basis points 347,971 -40 decrease in basis points (347,971 ) 2018 +40 increase in basis points (381,713 ) -40 decrease in basis points 381,713 |
Schedule of maturity profile of Group's financial liabilities | On Less than 3 months 1 to 5 demand 3 months to 1 year years > 5 years Total USD USD USD USD USD USD 31 December 2019 Term loans (including accrued interest) - 8,101,006 9,178,414 34,165,752 40,550,347 91,995,519 Lease liability - 2,359,590 - 9,919,810 213,469,799 225,749,199 Derivative financial instruments - - 1,518,249 - - 1,518,249 Accounts payable, accruals and other payables (excluding accrued interest) - 26,350,143 31,469,596 - - 57,819,739 Total - 36,810,739 42,166,259 44,085,562 254,020,146 377,082,706 31 December 2018 Bank overdraft 3,745,048 - - - - 3,745,048 Term loans (including accrued interest) 95,702,779 - - - - 95,702,779 Lease liability - 2,313,323 - 9,725,304 216,023,896 228,062,523 Derivative financial instruments - - 1,190,073 - - 1,190,073 Accounts payable, accruals and other payables (excluding accrued interest) - 2,120,877 5,972,230 - - 8,093,107 Total 99,447,827 4,434,200 7,162,303 9,725,304 216,023,896 336,793,530 |
Schedule of capital management | 2019 2018 USD USD Term loans 88,700,137 94,792,088 Lease liability 30,779,137 30,221,425 Less: cash and cash equivalents (19,830,771 ) 3,707,697 Net debt 99,648,503 128,721,210 Total capital 125,125,875 60,977,933 Capital and net debt 224,774,378 189,699,143 Gearing ratio 44 % 68 % |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Schedule of net assets | USD Cash and cash equivalent 33,064,568 Current assets 84,000 Accounts payable (765,000 ) |
Activities (Details)
Activities (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Activities (Textual) | |
Description of activities | The Group currently operates phase 1, comprising 14 tanks of total capacity of 399,324 cbm, fully operational for storage and other ancillary processes of clean oil. The Group's phase 2 is under construction, which will comprise 8 tanks of total capacity of 600,000 cbm for storage and other ancillary services of crude oil. |
Basis of Preparation (Details)
Basis of Preparation (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Brooge Petroleum and Gas Investment Company FZE (Member) | ||
Statement Line Items [Line Items] | ||
Country of incorporation | United Arab Emirates | |
Percentage of ownership | 100.00% | 0.00% |
BPGIC International (formerly known as Twelve Seas) [Member] | ||
Statement Line Items [Line Items] | ||
Country of incorporation | Cayman Islands | |
Percentage of ownership | 100.00% | 0.00% |
Basis of Preparation (Details 1
Basis of Preparation (Details 1) | 12 Months Ended |
Dec. 31, 2019 | |
Buildings [Member] | |
Statement Line Items [Line Items] | |
Estimated useful lives of assets | 25 years |
Tanks [Member] | |
Statement Line Items [Line Items] | |
Estimated useful lives of assets | 50 years |
Other equipment [Member] | |
Statement Line Items [Line Items] | |
Estimated useful lives of assets | 5 years |
Right-of-use asset – Land[Member] | |
Statement Line Items [Line Items] | |
Estimated useful lives of assets | 60 years |
Installations [Member] | Maximum [Member] | |
Statement Line Items [Line Items] | |
Estimated useful lives of assets | 25 years |
Installations [Member] | Minimum [Member] | |
Statement Line Items [Line Items] | |
Estimated useful lives of assets | 20 years |
Basis of Preparation (Details T
Basis of Preparation (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Basis of Preparation [Abstract] | ||
Fundamental accounting concept, description | As per the amended agreement, the Group will have to pay principal and accrued interest of USD 14.4 million in 2020 which represents the cumulative instalments including interest outstanding from periods prior to this amended agreement and an amendment fee of USD 136,000. Term loan (1) and Term loan (2) are now payable in 46 and 16 instalments starting 30 June 2020 with final maturity on 31 July 2030 and 31 July 2023. | |
Borrowing cost to property, plant and equipment | $ 1,546,108 | |
Borrowing rate of lease liability, percentage | 9.50% | 9.50% |
Right-of-use assets and lease liabilities for short-term, description | Lease of 12 months or less and leases of low-value assets of USD 5,000 or less when new. | |
Unpaid principal and accrued interest | $ 3,700,000 | |
Debt classified as current liability | $ 94,800,000 | |
Current liabilities exceeded current assets | $ 57,000,000 | |
Equity instruments, description | The warrants issued as part of the Business Combination allow the holder to subscribe for the ordinary shares of the Company at 1:1 basis at an exercise price of USD 11.50. The warrants shall lapse and expire after five years from the closing of the Business Combination (note 25). |
Revenue (Details)
Revenue (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue recognised under IFRS 16 | |||
Fixed consideration – leasing component | $ 16,846,481 | $ 14,586,315 | $ 62,995 |
Revenue recognised under IFRS 15 | |||
Fixed consideration – service component | 7,112,959 | 6,158,667 | 26,598 |
Ancillary services | 20,125,934 | 15,094,286 | |
Revenue recognised | 27,238,893 | 21,252,953 | 26,598 |
Total revenue | $ 44,085,374 | $ 35,839,268 | $ 89,593 |
Revenue (Details 1)
Revenue (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue [abstract] | |||
Within one year | $ 23,959,440 | $ 23,959,440 | $ 23,869,847 |
After one year but not more than 5 years | 61,895,220 | 71,878,320 | 95,837,760 |
Operating lease commitments | $ 85,854,660 | $ 95,837,760 | $ 119,707,607 |
Revenue (Details Textual)
Revenue (Details Textual) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue (Textual) | |
Description of lease agreement | A novated agreement was signed with a new party Al Brooge International Advisory LLC for four years in which the lessor, the Group, hereby consents to lease to the lessee its oil storage capacity of 399,324 cubic meters in order to serve the lessee's oil trading activities. |
Direct Costs (Details)
Direct Costs (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Direct Costs [Abstract] | |||
Employee costs and related benefits | $ 3,074,727 | $ 2,808,702 | $ 1,518,794 |
Depreciation (note 8) | 5,785,745 | 5,716,063 | 692,528 |
Spare parts and consumables used (note 9) | 788,792 | 592,471 | 50,891 |
Insurance | 323,702 | 377,053 | 31,304 |
Others | 229,499 | 113,071 | 2,292 |
Direct Costs | $ 10,202,465 | $ 9,607,360 | $ 2,295,809 |
Listing Expenses (Details)
Listing Expenses (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Listing Expenses | ||||
IFRS 2 listing expenses (note 25) | $ 98,622,019 | |||
Other listing expenses | [1] | 3,151,858 | ||
Listing expenses | $ 101,773,877 | |||
[1] | Other listing expenses represents promissory note of USD 1.5 million, fees paid to legal advisors, consultants, and other necessary expenses incurred in relation to the Group's listing on the US market. |
Listing Expenses (Details Textu
Listing Expenses (Details Textual) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Listing Expenses (Textual) | |
Other listing expenses represents promissory note | $ 1,500,000 |
General and Administrative Ex_3
General and Administrative Expenses (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Employee costs and related benefits | $ 1,471,974 | $ 1,178,919 | $ 287,481 |
Consultancy expenses | 535,275 | 337,491 | 54,529 |
Recruitment expenses | 1,360 | 33,362 | 53,912 |
Travel and related expenses | 52,506 | 11,515 | 16,544 |
Rent on low value and short term leases | 10,346 | 22,325 | 43,380 |
Advertisement and subscriptions | 131,494 | 116,495 | 37,223 |
Printing and stationery | 25,954 | 22,713 | 12,636 |
Licence costs | 18,502 | 19,249 | 22,872 |
Communication expenses | 35,465 | 19,773 | 9,379 |
Other expenses | 326,108 | 267,418 | 36,310 |
Total | $ 2,608,984 | $ 2,029,260 | $ 574,266 |
Finance Costs (Details)
Finance Costs (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Interest on lease liability (note 16) | $ 1,412,796 | $ 1,387,612 | $ 318,957 |
Finance costs on term loans | 4,002,772 | 5,564,311 | 647,969 |
Bank charges | 314,967 | ||
Total | $ 5,730,535 | $ 6,951,923 | $ 966,926 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cost | ||
Beginning balance | $ 206,106,586 | $ 197,914,049 |
Additions | 71,618,332 | 8,192,537 |
Ending Balance | 277,724,918 | 206,106,586 |
Depreciation: | ||
Beginning balance | 8,477,472 | 2,475,178 |
Charge for the year | 6,018,858 | 6,002,294 |
Ending balance | 14,496,330 | 8,477,472 |
Net carrying amount: | ||
Net carrying amount closing balance | 263,228,588 | 197,629,114 |
Buildings | ||
Cost | ||
Beginning balance | 28,037,886 | 28,037,886 |
Additions | ||
Ending Balance | 28,037,886 | 28,037,886 |
Depreciation: | ||
Beginning balance | 1,250,566 | 129,051 |
Charge for the year | 1,121,515 | 1,121,515 |
Ending balance | 2,372,081 | 1,250,566 |
Net carrying amount: | ||
Net carrying amount closing balance | 25,665,805 | 26,787,320 |
Tanks [Member] | ||
Cost | ||
Beginning balance | 76,100,795 | 76,100,795 |
Additions | ||
Ending Balance | 76,100,795 | 76,100,795 |
Depreciation: | ||
Beginning balance | 1,746,725 | 181,306 |
Charge for the year | 1,565,419 | 1,565,419 |
Ending balance | 3,312,144 | 1,746,725 |
Net carrying amount: | ||
Net carrying amount closing balance | 72,788,651 | 74,354,070 |
Installations [Member] | ||
Cost | ||
Beginning balance | 65,868,246 | 65,860,351 |
Additions | 9,883 | 7,895 |
Ending Balance | 65,878,129 | 65,868,246 |
Depreciation: | ||
Beginning balance | 3,148,665 | 325,525 |
Charge for the year | 2,829,671 | 2,823,140 |
Ending balance | 5,978,336 | 3,148,665 |
Net carrying amount: | ||
Net carrying amount closing balance | 59,899,793 | 62,719,581 |
Other equipment [Member] | ||
Cost | ||
Beginning balance | 213,843 | 79,645 |
Additions | 4,984 | 134,198 |
Ending Balance | 218,827 | 213,843 |
Depreciation: | ||
Beginning balance | 36,436 | 3,232 |
Charge for the year | 43,237 | 33,204 |
Ending balance | 79,673 | 36,436 |
Net carrying amount: | ||
Net carrying amount closing balance | 139,154 | 177,407 |
Right-of-use asset (land) [Member] | ||
Cost | ||
Beginning balance | 27,540,969 | 27,540,969 |
Additions | ||
Ending Balance | 27,540,969 | 27,540,969 |
Depreciation: | ||
Beginning balance | 2,295,080 | 1,836,064 |
Charge for the year | 459,016 | 459,016 |
Ending balance | 2,754,096 | 2,295,080 |
Net carrying amount: | ||
Net carrying amount closing balance | 24,786,873 | 25,245,889 |
Capital work in progress member [Member] | ||
Cost | ||
Beginning balance | 8,344,847 | 294,403 |
Additions | 71,603,465 | 8,050,444 |
Ending Balance | 79,948,312 | 8,344,847 |
Depreciation: | ||
Beginning balance | ||
Charge for the year | ||
Ending balance | ||
Net carrying amount: | ||
Net carrying amount closing balance | $ 79,948,312 | $ 8,344,847 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Direct costs (note 4) | $ 5,785,745 | $ 5,716,063 |
Property, plant and equipment | 233,113 | 286,231 |
Total | $ 6,018,858 | $ 6,002,294 |
Property, Plant and Equipment_4
Property, Plant and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finance charge on lease liability | $ 1,458,069 | |
Depreciation charge on right-of-use asset | $ 233,113 | |
Property plant and equipment, description | Tanks and related assets with a carrying value of USD 158,493,403 (2018: USD 164,038,378) are mortgaged as security against loans obtained in 2014 and 2017 (note 15). Further, as security against the term loan (2), a step-in right to use the leased land, has been provided to the commercial bank. | |
Finance cost percentage | 6.10% |
Inventories (Details)
Inventories (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Spare parts and consumables | $ 179,644 | $ 147,090 |
Inventories (Details Textual)
Inventories (Details Textual) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Inventories (Textual) | ||
Cost of inventories | $ 788,792 | $ 592,471 |
Provision for Inventory |
Trade and Other Receivables (De
Trade and Other Receivables (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Trade and other receivables [abstract] | ||
Trade receivables | $ 1,507,660 | $ 1,877,887 |
Prepayments and other receivables | 783,483 | 245,190 |
Due from related parties (note 20) | 57,550 | |
Trade and other receivables | $ 2,348,693 | $ 2,123,077 |
Trade and Other Receivables (_2
Trade and Other Receivables (Details Textual) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Trade and Other Receivables (Textual) | ||
Trade and other receivables non-current | $ 21,664,764 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Cash And Cash Equivalents Details Abstract | ||||
Bank balances and cash | $ 19,830,771 | $ 37,351 | ||
Bank overdraft | (3,745,048) | |||
Cash and cash equivalents | $ 19,830,771 | $ (3,707,697) | $ 284,055 | $ 142,466 |
Cash and Cash Equivalents (De_2
Cash and Cash Equivalents (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash And Cash Equivalents Details 1Abstract | |||
Capital accruals | $ 31,469,596 | $ 5,972,230 | |
Purchase of property, plant and equipment financed through advances paid to contractors | 8,335,236 | 231,571 | |
Listing expenses (note 5) | 100,122,019 | ||
Lease payments made by shareholders | $ 2,818,714 |
Issued Capital and Reserves (De
Issued Capital and Reserves (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Authorized | ||
Number of shares, Ordinary shares | 450,000,000 | 450,000,000 |
Issued Capital and Reserves (_2
Issued Capital and Reserves (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Issued Capital And Reserves | ||
Number of shares, Beginning balance | 800,000,000 | 100 |
Value of shares, Beginning balance | $ 8,000 | $ 1,361,285 |
At inception | 1 | |
Conversion of 100 BPGIZ FZE ordinary shares at 1 for 1 million to the legal acquirer (note 25) | 80,000,000 | |
Conversion of 100 BPGIZ FZE ordinary shares at 1 for 1 million to the legal acquirer (note 25), value | $ 8,000 | |
Cash election | (1,281,965) | |
Cash election, value | $ (128) | |
Changes in share capital due to business combination (note 25) | 9,347,219 | |
Changes in share capital due to business combination (note 25), value | $ 932 | |
Number of shares, Ending balance | 89,587,754 | 800,000,000 |
Value of shares, Ending balance | $ 8,804 | $ 8,000 |
Issued Capital and Reserves (_3
Issued Capital and Reserves (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Issued Capital And Reserves | ||
Share premium, Beginning Balance | $ 1,353,285 | |
Reverse acquisition adjustment | 1,353,285 | |
Ordinary shares issued on merger with Twelve Seas | 114,022,421 | |
Cash election | (13,599,872) | |
Share premium, Ending Balance | $ 101,775,834 | $ 1,353,285 |
Issued Capital and Reserves (_4
Issued Capital and Reserves (Details Textual) | 12 Months Ended |
Dec. 31, 2019shares | |
Issued Capital and Reserves (Textual) | |
Ordinary shares held in escrow | 20,000,000 |
Shares held by the original founders | 1,552,000 |
Warrants (Details)
Warrants (Details) - USD ($) | Dec. 31, 2019 | Dec. 20, 2019 |
Warrants [Abstract] | ||
Outstanding warrants were converted | 21,229,000 | |
Exercise price | $ 11.50 | |
Business acquisition fair value of warrants | $ 17,000,000 | |
Number of warrants exercised | 100 | 100 |
General Reserve (Details)
General Reserve (Details) - Subsidiaries [member] | 12 Months Ended |
Dec. 31, 2019 | |
General Reserve (Textual) | |
Percentage of profit transferred to general reserve | 10.00% |
Percentage of subsidiary issued share capital | 50.00% |
Term loans (Details)
Term loans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Non-current | |||
Maturity | $ 2,020 | ||
Term loan | 74,160,950 | ||
Current | |||
Term loan | 14,539,187 | 94,792,088 | |
Promissory notes | $ 2,265,000 | ||
Term loan (1) (Member) | |||
Non-current | |||
Interest rate | [1] | 3 month EIBOR + 3% margin | |
Maturity | [1] | $ 2,030 | |
Term loan | [1] | $ 68,271,743 | |
Current | |||
Interest rate | [1] | 3 month EIBOR + 3% margin | |
Maturity | [1] | $ 2,020 | |
Term loan | [1] | $ 10,135,939 | 82,245,595 |
Term loan (2) (Member) | |||
Non-current | |||
Interest rate | [2] | 3 month EIBOR + 3% margin | |
Maturity | [2] | $ 2,023 | |
Term loan | [2] | $ 5,889,207 | |
Current | |||
Interest rate | [2] | 3 month EIBOR + 3% margin | |
Maturity | [2] | $ 2,020 | |
Term loan | [2] | $ 2,138,248 | 10,165,703 |
Term loan (3) (Member) | |||
Current | |||
Interest rate | [3] | 1 month EIBOR + 2% margin | |
Maturity | [3] | ||
Term loan | [3] | $ 2,380,790 | |
[1] | In 2014, the Group obtained a term loan facility (1) amounting to USD 84,595,154 (AED: 310,718,000) from a commercial bank in the UAE to partially finance the construction of phase 1 (14 oil storage tanks in Fujairah). During the year 2019, the Group has not drawn down any amounts (2018: USD 550,445) from this facility. The loan was repayable in 48 quarterly instalments, commencing 27 months after the start of the construction with final maturity not exceeding 31 March 2028 and is stated net of prepaid finance cost of USD 499,158 (2018: USD 559,607). The interest is due on a quarterly basis from the loan drawdown date. The loan was drawn down in AED. In 2018, the Group entered into an agreement to amend the term loan facility (1). The loan was repayable in 48 quarterly instalments starting October 2018 with final maturity in July 2030. The loan then carries interest at 3 month EIBOR + 3% as compared to interest at 6 month EIBOR + 3.5% previously. On 10 September 2019, the Group entered into an agreement with the bank to again amend term loan facility (1). The loan was payable in 45 instalments starting 31 October 2019 with final maturity on 30 July 2030. One of the instalments included a one-time lump sum repayment of USD 5,729,418 which represented the cumulative instalments including interest outstanding from periods prior to this amended agreement of USD 5,494,063 and an amendment fee of USD 235,355. On 30 December 2019, the Group entered into another amendment by revoking the previous amendment for term loan facility (1). The loan is now payable in 44 instalments starting 31 January 2020 with final maturity on 30 July 2030. One of the instalments includes a one-time lump sum repayment of USD 6,612,194, which represents the cumulative instalments including interest outstanding from periods prior to this amended agreement of USD 6,520,130 and an amendment fee of USD 92,064. | ||
[2] | During 2017, the Group obtained an additional term loan facility (2) of USD 11,108,086 (AED 40,800,000) from a commercial bank in the UAE for the construction of an administrative building in Fujairah. The loan was repayable in 20 quarterly instalments starting after a 6 months grace period commencing in April 2017 and is stated net of prepaid finance cost of USD 58,578 (2018: USD 76,606). The interest is due on a quarterly basis from the loan drawdown date. The loan was drawn down in AED. During the year 2018, the Group has entered in to an agreement to amend term loan facility (2). The loan was repayable in 20 quarterly instalments starting October 2018 with final maturity in July 2023.The loan carried interest at 3 month EIBOR + 3% as compared to interest at 3 month EIBOR + 3.5% previously. Term loan (2) was not amended as part of the 10 September 2019 and 30 December agreement to amend loan (1). In 2019, the Group repaid all instalments due under the repayment schedule. | ||
[3] | In 2018, the Group has obtained a facility from a commercial bank in the UAE to settle accrued interest on term loan (1) amounting to USD 3,539,341(AED 13,000,000). The facility carried interest at 1 month EIBOR + 2% margin and was repayable in 15 equal monthly instalments commencing from date of disbursement. The loan was drawn down in AED. The facility has been fully settled during the year. |
Term loans (Details 1)
Term loans (Details 1) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Statement Line Items [Line Items] | ||
Total | $ 89,257,873 | $ 95,428,301 |
Payable within 1 year (Member) | ||
Statement Line Items [Line Items] | ||
Total | 14,541,774 | 95,428,301 |
Payable within 1 and 2 years (Member) | ||
Statement Line Items [Line Items] | ||
Total | 9,216,973 | |
Payable within 2 and 5 years (Member) | ||
Statement Line Items [Line Items] | ||
Total | 24,948,779 | |
Payable after 5 years (Member) | ||
Statement Line Items [Line Items] | ||
Total | $ 40,550,347 |
Term loans (Details 2)
Term loans (Details 2) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
1 January (Member) | |||
Statement Line Items [Line Items] | |||
Current | $ 94,792,088 | $ 94,163,751 | |
Non-current | |||
Total | 94,792,088 | 94,163,751 | |
Cash flows (Member) | |||
Statement Line Items [Line Items] | |||
Current | (8,435,416) | 550,148 | |
Non-current | |||
Total | (8,435,416) | 550,148 | |
Other (Member) | |||
Statement Line Items [Line Items] | |||
Current | [1] | (71,817,485) | 78,189 |
Non-current | [1] | 74,160,950 | |
Total | [1] | 2,343,465 | 78,189 |
31 December (Member) | |||
Statement Line Items [Line Items] | |||
Current | 14,539,187 | 94,792,088 | |
Non-current | 74,160,950 | ||
Total | $ 88,700,137 | $ 94,792,088 | |
[1] | The 'Other' column includes the effect of amortisation of prepaid finance costs on term loans, promissory notes and reclassification between current and non-current portion. |
Term loans (Details Textual)
Term loans (Details Textual) - USD ($) | Sep. 10, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2014 |
Term loans (Textual) | |||||
Agreement cash fee | $ 1,500,000 | $ 3,000,000 | |||
Interest rate | 10.00% | ||||
Additional promissory note issued | $ 800,000 | ||||
Phase I Construction Facility (Member) | |||||
Term loans (Textual) | |||||
Number of oil storage tanks | $ 14 | ||||
Construction loan repayment lease term realted, description | The loan was payable in 45 instalments starting 31 October 2019 with final maturity on 30 July 2030. One of the instalments included a one-time lump sum repayment of USD 5,729,418 which represented the cumulative instalments including interest outstanding from periods prior to this amended agreement of USD 5,494,063 and an amendment fee of USD 235,355. | The loan is now payable in 44 instalments starting 31 January 2020 with final maturity on 30 July 2030. One of the instalments includes a one-time lump sum repayment of USD 6,612,194, which represents the cumulative instalments including interest outstanding from periods prior to this amended agreement of USD 6,520,130 and an amendment fee of USD 92,064. | As a result of this amendment the loan was repayable in 48 quarterly instalments starting October 2018 with final maturity in July 2030. | The loan was repayable in 20 quarterly instalments starting after a 6 months grace period commencing in April 2017. | The loan was repayable in 48 quarterly instalments, commencing 27 months after the start of the construction with final maturity not exceeding 31 March 2028. |
Prepaid finance cost | $ 499,158 | $ 559,607 | |||
Loan carrying interest percentage, description | The loan carries interest at 3 month EIBOR + 3% as compared to interest at 6 month EIBOR + 3.5% previously. | ||||
Phase I Construction Facility (Member) | Term loans 1 and 2 [Member] | |||||
Term loans (Textual) | |||||
Construction loan repayment lease term realted, description | The Group negotiated another amendment to the term loan facilities (1) and (2) on 15 June 2020. Loans (1) and (2) are now payable in 46 and 16 instalments, respectively, with the first installment starting from 30 June 2020 with final maturity in 30 July 2030 and 31 July 2023, respectively. | ||||
Loan carrying interest percentage, description | The loan 1 carries interest at 6 months EIBOR + 4% (minimum 5%) and to be further increased to 6 month EIBOR + 4.5% (minimum 5%) from January 2021 as compared to interest at 3 month EIBOR + 3% previously, and, the loan 2 carries interest at 3 months EIBOR + 4% (minimum 5%) and to be further increased to 3 month EIBOR + 4.5% (minimum 5%) as compared to interest at 3 month EIBOR + 3% previously The Group has to pay USD 14.48.8 million for term loan (1) and (2) in 2020 which represents the cumulative instalments including interest outstanding from periods prior to this amended agreement and an amendment fee of USD 136,000. | ||||
Phase I Construction Facility (Member) | Term loan (1) (Member) | |||||
Term loans (Textual) | |||||
Construction loan repayment lease term realted, description | The loan was repayable in 20 quarterly instalments starting October 2018 with final maturity in July 2023. | ||||
Loan carrying interest percentage, description | The loan carried interest at 3 month EIBOR + 3% as compared to interest at 3 month EIBOR + 3.5% previously. | ||||
Phase I Construction Facility (Member) | Term loan (2) (Member) | |||||
Term loans (Textual) | |||||
Construction loan repayment lease term realted, description | (i) a minimum debt service coverage ratio of 150% at all times and if the ratio decreases to 120% or less, it results in an event of default; the debt service coverage ratio (DSCR) is defined as net operating income divided by total debt service and; (ii) an amount equivalent to one quarterly instalment including interest in a debt service reserve account at all times. Under the amended agreement signed on 30 December 2019, the maintenance of above covenants is required to be complied from 28 February 2020. As of 31 December 2019, the Group was in compliance with its commitments under the loan agreements and has accordingly classified the balance between current and non-current liability based on the loan agreements in effect at 31 December 2019. | ||||
Phase I Construction Facility (Member) | Term loan (3) (Member) | |||||
Term loans (Textual) | |||||
Loan carrying interest percentage, description | The facility carried interest at 1 month EIBOR + 2% margin and was repayable in 15 equal monthly instalments commencing from date of disbursement. | ||||
Phase I Construction Facility (Member) | Term loan (4) (Member) | |||||
Term loans (Textual) | |||||
Construction loan repayment lease term realted, description | (i) a minimum facility service coverage ratio of 1.25:1, (ii) a participations to value ratio not exceeding 1.50:1 at all times, (iii) a participations to cost ratio not exceeding 57% at any date, and (iv) an amount equivalent to one instalment including interest in a facility service reserve account at all times or in the event of an initial public offering, the amount should be equivalent to the next two instalments including interest. The facility service coverage ratio is calculated as revenues minus expenses from the phase 2 storage tanks divided by the current debt commitments on term loan (4) including interest. The participations to value ratio at any date is calculated as total debt commitments on term loan facility (4) as of that date divided by the most recent valuation of the phase 2 storage tanks. The participations to cost ratio at any date is calculated as the total debt commitments on term loan facility (4) as of that date as a percentage of the sum of actual constructions costs plus project expenses paid as of that date on the phase 2 storage tanks. | ||||
Loan carrying interest percentage, description | The new facility carries interest at 3 month EIBOR + 3% margin and is repayable in 17 bi-annual instalments commencing 6 months after the date of completion of phase 2. | ||||
Commercial bank (Member) | |||||
Term loans (Textual) | |||||
Additional loan received | $ 550,445 | ||||
Commercial bank (Member) | Phase I Construction Facility (Member) | |||||
Term loans (Textual) | |||||
Loan received | $ 11,108,086 | $ 84,595,154 | |||
Prepaid finance cost | $ 58,578 | 76,606 | |||
Commercial bank (Member) | Phase I Construction Facility (Member) | Term loan (3) (Member) | |||||
Term loans (Textual) | |||||
Loan received | 3,539,341 | ||||
Commercial bank (Member) | Phase I Construction Facility (Member) | Term loan (4) (Member) | |||||
Term loans (Textual) | |||||
Loan received | 95,290,000 | ||||
Commercial bank (Member) | AED (Member) | Phase I Construction Facility (Member) | |||||
Term loans (Textual) | |||||
Loan received | $ 40,800,000 | $ 310,718,000 | |||
Commercial bank (Member) | AED (Member) | Phase I Construction Facility (Member) | Term loan (3) (Member) | |||||
Term loans (Textual) | |||||
Loan received | 13,000,000 | ||||
Commercial bank (Member) | AED (Member) | Phase I Construction Facility (Member) | Term loan (4) (Member) | |||||
Term loans (Textual) | |||||
Loan received | $ 350,000,000 |
Lease Liability (Details)
Lease Liability (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Lease Liability [Abstract] | ||
Beginning balance | $ 30,221,425 | $ 29,670,675 |
Interest charge | 2,871,035 | 2,818,714 |
Amount paid during the year | (2,313,323) | (2,267,964) |
Ending balance | $ 30,779,137 | $ 30,221,425 |
Lease Liability (Details 1)
Lease Liability (Details 1) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Lease Liability [Abstract] | ||
Current | $ 2,154,878 | $ 2,112,624 |
Non-current | 28,624,259 | 28,108,801 |
Total lease liability | $ 30,779,137 | $ 30,221,425 |
Lease Liability (Details 2)
Lease Liability (Details 2) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Lease payments [Member] | ||
Statement Line Items [Line Items] | ||
Total maturity lease liability | $ 225,749,200 | $ 228,062,523 |
Finance costs | (194,970,063) | (197,841,098) |
Present value of minimum lease payments | 30,779,137 | 30,221,425 |
Lease payments [Member] | Not later than one year [Member] | ||
Statement Line Items [Line Items] | ||
Total maturity lease liability | 2,359,590 | 2,313,323 |
Lease payments [Member] | Later than one year and not later than five years [Member] | ||
Statement Line Items [Line Items] | ||
Total maturity lease liability | 9,919,810 | 9,725,304 |
Lease payments [Member] | Later than five years [Member] | ||
Statement Line Items [Line Items] | ||
Total maturity lease liability | 213,469,800 | 216,023,896 |
Present value of Minimum lease payments [Member] | ||
Statement Line Items [Line Items] | ||
Total maturity lease liability | 30,779,137 | 30,221,425 |
Finance costs | ||
Present value of minimum lease payments | 30,779,137 | 30,221,425 |
Present value of Minimum lease payments [Member] | Not later than one year [Member] | ||
Statement Line Items [Line Items] | ||
Total maturity lease liability | 2,154,877 | 2,112,624 |
Present value of Minimum lease payments [Member] | Later than one year and not later than five years [Member] | ||
Statement Line Items [Line Items] | ||
Total maturity lease liability | 7,241,240 | 7,099,255 |
Present value of Minimum lease payments [Member] | Later than five years [Member] | ||
Statement Line Items [Line Items] | ||
Total maturity lease liability | $ 21,383,020 | $ 21,009,546 |
Lease Liability (Details Textua
Lease Liability (Details Textual) | 1 Months Ended |
Dec. 31, 2013 | |
Lease Liability [Abstract] | |
Description of land lease agreement | The Group entered into a land lease agreement with the Municipality of Fujairah for a period of 30 years, extendable for another 30 years at the option of the Group. The Group has concluded that they have the right-to-use of the asset and accordingly, recorded a lease liability as per the requirements of IFRS 16. Given the use of the land, it is reasonably certain that the Group will continue to lease the land till the end of the lease period (i.e. 60 years) and accordingly the below lease rentals cover a period up to 60 years discounted at the rate of 9.5% (2018 9.5%) as an incremental borrowing rate for the Group. Annual lease rental is increased by 2% on an annual basis as per the agreement. |
Provisions (Details)
Provisions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Provisions Details Abstract | ||
Provision for employees' end of service benefits | $ 13,941 | $ 6,267 |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Statement Line Items [Line Items] | ||
Derivative financial instruments | $ 1,518,249 | $ 1,190,073 |
Interest rate swaps [Member] | ||
Statement Line Items [Line Items] | ||
Derivative financial instruments | $ 1,518,249 | $ 1,190,073 |
Derivative Financial Instrume_4
Derivative Financial Instruments (Details 1) - Fair Value Through Profit or Loss [Member] - Interest rate swaps [Member] - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Statement Line Items [Line Items] | ||
Notional Amount | $ 79,253,015 | $ 83,855,305 |
Fair value asset | ||
Fair value liability | $ 1,518,249 | $ 1,190,073 |
Derivative Financial Instrume_5
Derivative Financial Instruments (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Financial Instruments (Textual) | ||
Interest rates percentage, description | The fixed interest rates varied from 2.78% to 4.756% (2018: 2.78% to 4.756%). The floating interest rate is based on EIBOR. | |
Notional amount outstanding | $ 79,200,000 | $ 83,800,000 |
Accounts Payable, Accruals an_3
Accounts Payable, Accruals and Other Payables (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts Payable Accruals And Other Payables Tables Abstract | |||
Accounts payable | [1] | $ 25,989,961 | $ 1,565,035 |
Accrued interest on term loans | 3,387,446 | 910,691 | |
Capital accruals | [2] | 31,469,596 | 5,972,230 |
Accrued expenses | 268,118 | 555,842 | |
Accounts payable, accruals and other payables | $ 61,115,121 | $ 9,003,798 | |
[1] | Accounts payables mainly represents payable to Audex (Phase 2 contractor) amounting USD 21.5 million. | ||
[2] | Capital represents contractor's capital accruals for Phase 2. Further, USD 30 million (20% of the total contract price) was also paid to contractor as an advance in 2019 of which invoices of USD 8.4 million were received, with remaining balance of USD 21.6 million as of 31 December 2019 to be adjusted against the future invoices. |
Accounts Payable, Accruals an_4
Accounts Payable, Accruals and Other Payables (Details Textual) | Dec. 31, 2019USD ($) |
Accounts Payable Accruals And Other Payables Details Textual Abstract | |
Accounts payables | $ 21,500,000 |
Related Party Transactions an_3
Related Party Transactions and Balances (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transactions and Balances [Abstract] | ||
Contributions by the shareholders | $ 77,090,648 | $ 951,539 |
Amounts paid on behalf of the Group by the shareholders | 1,135,484 | 7,850,431 |
Amounts paid by the Group on behalf of the shareholders | (1,647,064) | (2,296,354) |
Distributions to shareholders | (53,279,016) | (29,209,289) |
Total | $ 23,300,052 | $ (22,703,673) |
Related Party Transactions an_4
Related Party Transactions and Balances (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions and Balances [Abstract] | ||
At 1 January | $ 47,717,763 | $ 70,421,436 |
Net contributions (distributions) during the year | 23,300,052 | (22,703,673) |
At 31 December | $ 71,017,815 | $ 47,717,763 |
Related Party Transactions an_5
Related Party Transactions and Balances (Details 2) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transactions and Balances [Abstract] | ||
Expenses paid on behalf of related parties (note 10) | $ 57,550 |
Related Party Transactions an_6
Related Party Transactions and Balances (Details 3) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Statement Line Items [Line Items] | ||
Due from related parties | $ 57,550 | |
HBS Investments LP (shareholder) [Member] | ||
Statement Line Items [Line Items] | ||
Due from related parties | 13,388 | |
H Capital International LP (shareholder) [Member] | ||
Statement Line Items [Line Items] | ||
Due from related parties | 11,056 | |
O2 Investments Limited as GP (shareholder) [Member] | ||
Statement Line Items [Line Items] | ||
Due from related parties | 6,181 | |
SBD International LP (shareholder) [Member] | ||
Statement Line Items [Line Items] | ||
Due from related parties | 13,760 | |
SD Holding Limited as GP (shareholder) [Member] | ||
Statement Line Items [Line Items] | ||
Due from related parties | 6,984 | |
Gyan Investments Ltd (shareholder) [Member] | ||
Statement Line Items [Line Items] | ||
Due from related parties | $ 6,181 |
Related Party Transactions an_7
Related Party Transactions and Balances (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions and Balances (Textual) | ||
Key management remuneration | $ 1,160,293 | $ 677,291 |
Business combination aggregate amount | $ 120,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings per share [abstract] | |||
(Loss) / Profit attributable to ordinary equity holders of the parent | $ (76,558,663) | $ 16,060,652 | $ (3,747,408) |
Weighted average number of ordinary shares for basic EPS | 80,264,186 | 80,000,000 | 80,000,000 |
Earnings Per Share (Details Tex
Earnings Per Share (Details Textual) - shares | Dec. 31, 2019 | Dec. 20, 2019 |
Earnings per share [abstract] | ||
Number of warrants exercised | 100 | 100 |
Commitments (Details)
Commitments (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Capital commitments: | ||
Capital commitments | $ 79,334,742 | $ 160,562,646 |
Within one year [Member] | ||
Capital commitments: | ||
Capital commitments | 79,334,742 | 144,027,770 |
1 to 5 years [Member] | ||
Capital commitments: | ||
Capital commitments | $ 16,534,876 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Statement Line Items [Line Items] | ||
Derivative financial instruments | $ 1,518,249 | $ 1,190,073 |
Level 1 [Member] | ||
Statement Line Items [Line Items] | ||
Derivative financial instruments | ||
Level 2 [Member] | ||
Statement Line Items [Line Items] | ||
Derivative financial instruments | 1,518,249 | 1,190,073 |
Level 3 [Member] | ||
Statement Line Items [Line Items] | ||
Derivative financial instruments |
Financial Risk Management and_3
Financial Risk Management and Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
+40 increase in basis points [Member] | ||
Statement Line Items [Line Items] | ||
Effect on profit | $ 347,971 | $ (381,713) |
-40 decrease in basis points [Member] | ||
Statement Line Items [Line Items] | ||
Effect on profit | $ (347,971) | $ (381,713) |
Financial Risk Management and_4
Financial Risk Management and Policies (Details 1) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Statement Line Items [Line Items] | ||
Bank overdraft | $ 3,745,048 | |
Term loans (including accrued interest) | 91,995,519 | 95,702,779 |
Lease liability | 225,749,199 | 228,062,523 |
Derivative financial instruments | 1,518,249 | 1,190,073 |
Accounts payable, accruals and other payables (excluding accrued interest) | 57,819,739 | 8,093,107 |
Total | 377,082,706 | 336,793,530 |
On demand [Member] | ||
Statement Line Items [Line Items] | ||
Bank overdraft | 3,745,048 | |
Term loans (including accrued interest) | 95,702,779 | |
Lease liability | ||
Derivative financial instruments | ||
Accounts payable, accruals and other payables (excluding accrued interest) | ||
Total | 99,447,827 | |
Less than 3 months [Member] | ||
Statement Line Items [Line Items] | ||
Bank overdraft | ||
Term loans (including accrued interest) | 8,101,006 | |
Lease liability | 2,359,590 | 2,313,323 |
Derivative financial instruments | ||
Accounts payable, accruals and other payables (excluding accrued interest) | 26,350,143 | 2,120,877 |
Total | 36,810,739 | 4,434,200 |
3 months to 1 year [Member] | ||
Statement Line Items [Line Items] | ||
Bank overdraft | ||
Term loans (including accrued interest) | 9,178,414 | |
Lease liability | ||
Derivative financial instruments | 1,518,249 | 1,190,073 |
Accounts payable, accruals and other payables (excluding accrued interest) | 31,469,596 | 5,972,230 |
Total | 42,166,259 | 7,162,303 |
1 to 5 years [Member] | ||
Statement Line Items [Line Items] | ||
Bank overdraft | ||
Term loans (including accrued interest) | 34,165,752 | |
Lease liability | 9,919,810 | 9,725,304 |
Derivative financial instruments | ||
Accounts payable, accruals and other payables (excluding accrued interest) | ||
Total | 44,085,562 | 9,725,304 |
Later than 5 years [Member] | ||
Statement Line Items [Line Items] | ||
Bank overdraft | ||
Term loans (including accrued interest) | 40,550,347 | |
Lease liability | 213,469,799 | 216,023,896 |
Derivative financial instruments | ||
Accounts payable, accruals and other payables (excluding accrued interest) | ||
Total | $ 254,020,146 | $ 216,023,896 |
Financial Risk Management and_5
Financial Risk Management and Policies (Details 2) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Financial Risk Management And Policies [Abstract] | ||||
Term loans | $ 88,700,137 | $ 94,792,088 | ||
Lease liability | 30,779,137 | 30,221,425 | ||
Less: cash and cash equivalents | 19,830,771 | (3,707,697) | $ 284,055 | $ 142,466 |
Net debt | 99,648,503 | 128,721,210 | ||
Total capital | 125,125,875 | 60,977,933 | $ 67,620,954 | $ 57,986,026 |
Capital and net debt | $ 224,774,378 | $ 189,699,143 | ||
Gearing ratio | 44.00% | 68.00% |
Business Combination (Details)
Business Combination (Details) | Dec. 31, 2019USD ($) |
Notes to Financial Statements | |
Cash and cash equivalent | $ 33,064,568 |
Current assets | 84,000 |
Accounts payable | $ (765,000) |
Business Combination (Details T
Business Combination (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 20, 2019 | |
Business Combination (Textual) | ||||
Redemption amount of ordinay shares | $ 33,064,568 | |||
Net assets | 32,383,588 | |||
Recognized expense | $ 101,900,000 | |||
Total shares issued | 98,718,035 | |||
Reduction of ordinary shares | 1,281,965 | |||
Cash election, percentage | 40.00% | |||
Business combination, description | Shares issued to Twelve Seas as part of the Business Combination included escrow shares of 1,552,000 being 30% of the founder shares which are subject to meeting certain financial milestones. | |||
Twelve Seas [Member] | ||||
Business Combination (Textual) | ||||
Ordinary shares issued | 10,869,719 | |||
Warrants issued | 21,229,000 | |||
Sale of ordinary shares | 16,997,181 | |||
Sale of ordinary shares price, per share | $ 10.31 | |||
Redemption amount of ordinay shares | $ 175,360,000 | |||
Ordinary shares, description | Twelve Seas issued a total of 100 million shares (inclusive of 20 million of escrowed shares) to BPGIC in exchange for 100 ordinary shares of BPGIC. All 100 million shares were simultaneously replaced with Brooge Energy shares at the ratio of 1:1. | |||
Net assets | $ 32,400,000 | |||
Recognized fair value | 131,000,000 | |||
Recognized expense | 98,600,000 | |||
Business administration expenses | $ 3,100,000 | |||
Escrow [Member] | ||||
Business Combination (Textual) | ||||
Ordinary shares issued | 1,500,000 | |||
Total shares issued | 20,000,000 | |||
Exchange shares | 20,000,000 | |||
NASDAQ [Member] | ||||
Business Combination (Textual) | ||||
Fair value, per share | $ 10.49 | |||
Fair value, per warrant | $ 0.80 | |||
One-half Escrow [Member] | ||||
Business Combination (Textual) | ||||
Escrow property, description | (a) the Annualized EBITDA (as defined in the Escrow Agreement) for any full fiscal quarter during the Escrow Period (beginning with the first full fiscal quarter beginning after the Closing) (an "Escrow Quarter") equals or exceeds USD 175,000,000 or (b) at any time during the Escrow Period, the closing price of the Brooge Energy ordinary shares equals or exceeds $12.50 per share (subject to equitable adjustment) for any ten (10) Trading Days (as defined in the Escrow Agreement) within any twenty (20) Trading Day period during the Escrow Period. | |||
All Escrow Property [Member] | ||||
Business Combination (Textual) | ||||
Escrow property, description | (a) the Annualized EBITDA for any Escrow Quarter equals or exceeds $250,000,000 or (b) at any time during the Escrow Period, the closing price of the Brooge Energy ordinary shares equals or exceeds $14.00 per share (subject to equitable adjustment) for any ten (10) Trading Days within any twenty (20) Trading Day period during the Escrow Period. |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Events [Member] | 1 Months Ended | ||
Jun. 15, 2020 | May 31, 2020 | Feb. 02, 2020 | |
Subsequent Events (Textual) | |||
Land lease agreement, description | BIA agreed to release 129,000 m3 of the Phase I capacity, amounting to approximately one third of the total Phase I capacity, back to BPGIC. BPGIC leased this capacity to, Totsa Total Oil Trading SA (the “Super Major”), for a 6 month period (the “Super Major Agreement”) subject to renewal for an additional 6 month period with the mutual agreement of the parties. On expiration of the agreement, BPGIC has to return back 129,000 m3 to BIA. | Lease an additional plot of land that has a total area of approximately 450,000 m2 (the "Phase III Land"). | |
Loans agreement, description | The term loan facilities (1) and (2) on 15 June 2020. Loans (1) and (2) are now payable in 46 and 16 instalments, respectively, with the first installment starting from 30 June 2020 with final maturity in 30 July 2030 and 31 July 2023, respectively. The loan 1 carries interest at 6 months EIBOR + 4% (minimum 5%) and to be further enhanced to 6 month EIBOR + 4.5% (minimum 5%) from January 2021 as compared to interest at 3 month EIBOR + 3% previously, and, the loan 2 carries interest at 3 months EIBOR + 4% (minimum 5%) and to be further enhanced to 3 month EIBOR + 4.5% (minimum 5%) as compared to interest at 3 month EIBOR + 3% previously The Group has to pay USD 8.8 million for term loan (1) and (2) in 2020 which represents the cumulative instalments including interest outstanding from periods prior to this amended agreement and an amendment fee of USD 136,000. All securities and covenants under the original agreements remain in effect under the amended agreement except debt service reserve account (DSRA) balance to be maintained from 31 October 2020 and debt service coverage ratio (DSCR) to be commenced from 31 December 2020. Under this agreement, term loans (1) and (2) are also secured by assignment of the proceeds from operation of the tanks of phase 1 and 2. |