Report of Foreign Issuer (6-k)
March 06 2017 - 5:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
Pursuant
to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934
For
the Month of:
March 2017
Commission
File Number:
001-36136
BlueNRGY
Group Limited
(Exact
name of registrant as specified in its charter)
200
George Street
Level
32
Sydney
2000 NSW
AUSTRALIA
(Address
of principal executive offices)
N/A
(Former
name or former address)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or 40-F.
Form
20-F ☒ Form 40-F ☐
☐
|
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)
|
☐
|
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)
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Litigation Settlement
As previously disclosed in its annual
reports filed on Form 20-F for its 2014, 2015 and 2016 fiscal years, BlueNRGY Group Limited (the “Company”), one of
its U.S. subsidiaries and certain of its current and former officers and directors are named as defendants in pending civil actions
in federal court in Texas (the “Securities Litigation”). The specific case numbers are No 4:15-cv-01668 and No 4:16-cv-02704.
A notice of settlement was filed on March 1, 2017 in the United States District Court for the Southern District of Texas by counsel
to the plaintiffs and certain defendants in connection with the Securities Litigation. The notice stated that the parties are in
the process of formalizing their settlement agreement (the “Agreement in Principle”) and that it will, subject to court
approval, resolve all claims in the actions as to each and every defendant.
The Agreement in Principle provides
for no admission of liability or wrongdoing by any defendant and the settlement amount to the classes (inclusive of all plaintiffs’
attorneys fees and expenses and settlement costs) will be paid solely by the Company’s insurance carrier and the underwriter
of the Company’s June 2014 securities offering. The Company expects that if the settlement is finalized in accordance with
the Agreement in Principle, its additional legal fees and accruals related to the Securities Litigation will not be material. The
settlement of each action is subject to definitive documentation, notice to the putative class, and court approval, which process
will take several months. There can be no assurance that either or both actions comprising the Securities Litigation will be finally
resolved in accordance with the Agreement in Principle or at all without material cost to the Company and its current officers
and directors.
Forward-Looking Statements
This Report contains forward-looking
statements that involve risks and uncertainties. In some cases, forward-looking statements can be identified by words such as “anticipates,”
“expects,” “believes,” “plans,” “predicts,” and similar terms. Risks, uncertainties
and assumptions that could affect the Company’s forward looking statements include, among other things the expectation that
the Securities Litigation will be resolved in accordance with the agreement in principle with respect to both pending actions,
the expectation that a settlement will be approved by the requisite parties and the court, the amount of time that it will take
to achieve approval of a settlement and the expectation that the Company will not incur further material costs to resolve the Securities
Litigation. Other risks and uncertainties faced by the Company include, but are not limited to, those discussed under the heading
“Risk Factors” in the Company’s Annual Report filed on Form 20-F for its fiscal year ended June 30, 2016. Unless
required by law, the Company expressly disclaims any obligation to update publicly any forward-looking statements, whether as result
of new information, future events or otherwise.
Press Release
On March 6, 2017, the Company issued a press release regarding
an in-principle settlement of all pending securities litigation. A copy of the press release is attached as Exhibit 99.1 to this
Report on Form 6-K.
The information contained in Exhibits 99.1 is being furnished
to the Commission and shall not be deemed incorporated by reference into any of the Registrant’s registration statements
or other filings with the Commission.
Exhibits
Exhibit
Number
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Exhibit
Table
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99.1
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Press Release issued by BlueNRGY Group Limited dated March 6, 2017
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BlueNRGY Group Limited
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March 6, 2017
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By:
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/s/
William Morro
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William Morro
Managing Director
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