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Dubai-based shipping firm Gulf Navigation Holding PJSC (GulfNav) has entered into an asset sale agreement with Brooge Energy Ltd. for a total consideration of 3.2 billion dirhams ($871) million.
The deal is for the sale of the assets and subsidiaries of Brooge, including Brooge Petroleum and Gas Investment Company FZE, and Brooge Petroleum and Gas Investment Company Phase III FZE.
GulfNav is a major operator in maritime transport and oil storage. The acquisition of Brooge, with its facilities for the storage of fuel oil, crude oil, and petroleum products, is expected to double GulfNav’s storage infrastructure, particularly in Fujairah, a critical bunkering port in the UAE.
The acquisition involves a settlement structure comprising cash, newly issued shares, and Mandatory Convertible Bonds (MCBs). This includes:
-Issuance of 358.8 million new shares to Brooge at AED 1.25 per share, subject to a one-year lock-up.
-AED 2.336 billion in MCBs issued to Brooge, convertible at AED 1.25 per share.
-AED 500 million in MCBs exclusively offered to GULFNAV’s existing shareholders at AED 1.10 per share.
-A cash component of AED 460 million
Following the agreement, both parties will collaborate to meet all remaining conditions, including regulatory approvals, legal requirements, and corporate actions. GulfNav will increase its capital, issue new shares to Brooge Energy, and launch a capital raise via MCBs. The deal is expected to be finalised by Q3 2025.
Nasdaq-listed Brooge has seen controversy in recent years. A restructuring executive from a management consultant working on the overhaul of the company was detained in the UAE last year, but was later released.
(Writing by Brinda Darasha; editing by Seban Scaria)
