Latest news with #GulfNav
Arabian Post
11-06-2025
- Business
- Arabian Post
GulfNav Secures $871 Million Deal to Bolster Oil Storage Hub
Arabian Post Staff -Dubai Gulf Navigation Holding PJSC has signed a definitive agreement to acquire the assets and subsidiaries of Nasdaq‑listed Brooge Energy for AED 3.2 billion, a move set to significantly expand its midstream oil and gas capacity. The transaction spans a blend of cash, share issuance, and mandatory convertible bonds, with completion anticipated by the close of the third quarter of 2025, subject to regulatory and shareholder approvals. The bulk of the deal involves taking over Brooge Petroleum and Gas Investment Company FZE, its Phase III FZE entity, and BPGIC Phase 3 Limited—each operating advanced crude, fuel oil, and refined petroleum storage facilities in Fujairah. These strategically located assets will double GulfNav's existing infrastructure, reinforcing its footprint at a key UAE bunkering and storage hub. ADVERTISEMENT Under the structured settlement, GulfNav will allocate 358.8 million new shares at AED 1.25 each to Brooge Energy, enforceable with a 12‑month lock‑up period. It will also issue AED 2.336 billion in mandatory convertible bonds convertible at the same share price and restricted similarly. Existing shareholders have access to AED 500 million in MCBs at AED 1.10 per share, with major investors covering any unclaimed portion. Additionally, AED 460 million will be disbursed in cash. Chief Executive Ahmad Kilani described this acquisition as transformational, explaining that integrating Brooge's storage infrastructure with GulfNav's maritime services will 'unlock operational synergies, enhance storage capacity and drive long‑term value for shareholders.' Incoming facilities in Fujairah are expected to enhance logistical efficiency, lower costs, and broaden GulfNav's revenue mix. This move aligns with GulfNav's strategy to transition from a legacy maritime operator to a diversified energy‑logistics conglomerate. The firm's board was authorised in March 2025 to proceed with the asset acquisition, capital increase, and issue of MCBs, all in light of its shareholders' approval. Regulatory processes and amendments to the company's articles of association—particularly regarding foreign ownership—are now underway. Brooge Energy has previously attracted scrutiny. In December 2024, U.S. investors filed a fraud claim against auditor Ernst & Young, alleging that revenues were overstated by between 30% and 80% during 2018–2020. The firm reached a $5 million settlement with the U.S. Securities and Exchange Commission over irregular accounting practices. Despite these concerns, GulfNav maintains the deal offers strategic value, citing diligence and planned regulatory housekeeping prior to close. Analysts note the landmark nature of this deal; GulfNav's storage assets are poised to surge, positioning it as a key player in the region's rapidly evolving energy-logistics ecosystem. Fujairah's strategic location outside the Strait of Hormuz means its terminals are well placed to serve global crude oil logistics, with Brooge's high-tech blending capabilities offering an edge in operational efficiency. Transaction conditions encompass customary requirements: shareholder approvals, regulatory consents, debt settlements, and commercial registration. GulfNav expects to finalise the share and bond issuance in tandem with regulatory clearance, with the goal of closing by end‑Q3 2025. After completion, the Brooge Energy shareholders and bondholders will receive equity in GulfNav under lock‑up terms. Post-acquisition, GulfNav's board plan includes integrating Brooge's board representatives to ensure continuity and operational alignment throughout the transition. Integration is expected to elevate GulfNav's EBITDA margins and open fresh revenue streams via enhanced storage, blending, and bunkering services. Although GulfNav navigates complexities from Brooge's previous accounting controversies, analysts emphasise the strategic benefits—particularly the ability to offer complete maritime-to-storage and product blending services from a single platform. The expanded Fujairah facilities will allow GulfNav to capitalise on growing crude export flows, further supported by Abu Dhabi's energy growth ambitions. With conventional execution risk low, attention now shifts to securing regulatory and legal clearances, along with capital-raising for the MCB component. Successful completion will mark GulfNav's transformation into a fully integrated energy logistics powerhouse, ready to meet regional demand while delivering enhanced returns to investors.
Arabian Post
31-05-2025
- Business
- Arabian Post
GulfNav's $871M Deal Signals Strategic Shift in Energy Logistics
Dubai-listed Gulf Navigation Holding PJSC has secured shareholder approval for a AED 3.2 billion acquisition of Brooge Energy Ltd.'s assets, marking a significant expansion into the midstream oil and gas sector. The transaction, involving cash, newly issued shares, and mandatory convertible bonds , is expected to close in the second quarter of 2025, pending regulatory approvals. The acquisition encompasses Brooge Petroleum and Gas Investment Company FZE, Brooge Petroleum and Gas Investment Company Phase III FZE, and BPGIC Phase 3 Limited. These entities operate advanced storage facilities in Fujairah, a strategic oil storage and export hub. GulfNav plans to integrate these assets to enhance its storage and logistics capabilities, aligning with its long-term vision to become a dominant player in the energy sector. The deal's financial structure includes the issuance of 358,841,476 new shares to Brooge Energy at AED 1.25 per share, with a one-year lock-up period. Additionally, MCBs worth AED 2.336 billion will be issued to Brooge, convertible at the same price and subject to a similar lock-up period post-conversion. An extra AED 500 million in MCBs, priced at AED 1.10 per share, will be allocated to existing GulfNav shareholders, with major shareholders covering any unsubscribed bonds. A cash payment of AED 460 million completes the settlement. ADVERTISEMENT CEO Ahmad Kilani stated that the acquisition is expected to generate significant operational synergies, including cost savings from integrated logistics and increased storage capacity. Financially, the deal is projected to enhance GulfNav's revenue streams and improve EBITDA margins over the next few years. The issuance of new shares and MCBs will increase GulfNav's share capital by approximately 320%. Brooge Energy, founded in 2013 and based in the Cayman Islands, operates through subsidiaries focused on clean petroleum products, biofuels, and crude oil storage. Its facilities in Fujairah are among the most technologically advanced in the sector, adhering to international standards. The company's strategic location outside the Strait of Hormuz positions it advantageously in global oil logistics. The acquisition aligns with GulfNav's commitment to sustainable growth and operational excellence. Post-acquisition, the company plans to expand its storage and logistics capabilities to meet the growing demand for midstream oil and gas services in the region. By leveraging Brooge's advanced infrastructure, GulfNav aims to improve operational efficiencies, diversify its service offerings, and unlock new revenue opportunities. Additionally, the company will continue to support the UAE's sustainability goals by exploring innovative solutions, such as alternative fuel storage and reduced carbon emissions. The transaction is subject to customary closing conditions and regulatory approvals. GulfNav's Board of Directors has been authorized to take all necessary actions to finalize the acquisition, including completing regulatory approvals, amending the Articles of Association, and overseeing capital increase procedures.
Business Upturn
27-05-2025
- Business
- Business Upturn
Brooge Energy Limited Announces Proposed Sale of BPGIC FZE and BPGIC Phase III FZE
c. USD 60 million (AED 220,350,000) will be paid into an escrow account for the benefit of ASMA Capital Partners B.S.C.(c) ('ASMA') in connection with the settlement of certain outstanding liabilities of BPGIC Holdings Limited (under liquidation) to ASMA's subsidiary, MENA Energy Services Holdings Limited, in order to facilitate the conclusion of the Transaction. Consideration Shares: The allotment and issue on completion of 358,841,476 ordinary shares in the share capital of GulfNav, credited as fully paid, at a price of USD 0.34 (AED 1.25) per share, with a total subscription price of c. USD 122 million (AED 449 million). Mandatory Convertible Bonds: c. USD 636 million (AED 2,336 million) to be satisfied by the issue by GulfNav on completion of Mandatory Convertible Bonds, which will convert into ordinary shares in the share capital of GulfNav in accordance with the terms of such Mandatory Convertible Bonds. The Mandatory Convertible Bonds (upon their conversion into shares in GulfNav) will entitle the holder to the same economic benefits as the Consideration Shares. The Consideration Shares and any Mandatory Convertible Bonds which will convert into shares in the share capital of GulfNav will be subject to a 12-month lock-up period from their date of issuance or conversion, as the case may be. The Consideration is expected to be distributed by way of dividend at an appropriate time following completion. Conditions to completion of the Transaction Under the terms of the Acquisition Agreement, completion of the Transaction is conditional upon customary conditions, including: (a) Shareholder Approval – GulfNav's shareholders passing a special resolution to approve the amendment of its articles of association to remove any foreign ownership restrictions; (b) Regulatory Approval – GulfNav obtaining all necessary regulatory approvals of the Transaction, including an mandatory tender offer waiver, issuance and transferability of the Mandatory Convertible Bonds and the admission of the Consideration Shares; (c) GulfNav Consents – GulfNav obtaining written consent to the Transaction from certain third parties; (d) First Mandatory Convertible Bond Offering – GulfNav successfully completing a capital raise (via the issuance of mandatory convertible bonds to existing shareholders) in order to fund the Cash Consideration element of the Consideration; (e) BEL Consents – BEL obtaining written consent to the Transaction from certain third parties, including bondholders; (f) Settlement of Claims – BEL entering into formal agreements for the full and final settlement of certain claims related to the BPGIC Group; and (g) Commercial Registration – completion of the commercial registration process with the Fujairah Free Zone Authority to transfer the shares of the BPGIC Group by BEL to GulfNav. Other noteworthy terms BEL and GulfNav will each provide a customary set of warranties, as is typical in transactions of similar nature. Completion is expected to occur within five Business Days after the satisfaction (or, if capable of waiver, waiver) of any applicable conditions in accordance with the terms of the Acquisition Agreement. BEL and GulfNav will endeavor to complete the Transaction as soon as practicable, and in any event prior to the Long Stop Date, being the date falling three months from the date of the Acquisition Agreement unless otherwise agreed by the parties. Following completion, each party is expected to have pro-rata representation on the board of directors of GulfNav in accordance with applicable laws and regulations in the United Arab Emirates. BEL expects to provide further information regarding the distribution of the Consideration to BEL's shareholders and other beneficiaries nearer the time of completion. The Consideration Shares and Mandatory Convertible Bonds and other securities of GulfNav have not been and will not be registered under the US Securities Act of 1933, as amended (the 'Securities Act'), and may not be offered or sold in the United States except pursuant to an applicable exemption from, or in a transaction not subject to the registration requirements of the Securities Act. The issuer of the securities has not registered, and does not intend to register, any portion of the offering in the United States, and does not intend to conduct a public offering of securities in the United States. About Brooge Energy Limited BEL is a Cayman Islands-based infrastructure provider which is engaged in Clean Petroleum Products and Biofuels and Crude Oil storage and related services. BEL conducts the business and operations through its subsidiary BPGIC FZE. BPGIC FZE is strategically located outside the Strait of Hormuz at the Port of Fujairah in the Emirate of Fujairah in the UAE. Its business differentiates itself from competitors by providing customers with fast order processing times, excellent customer service and high accuracy blending services with low product losses. About Gulf Navigation Holding PJSC GulfNav is a prominent maritime and shipping company based in Dubai, UAE. With a diverse fleet and comprehensive services, GulfNav is committed to delivering excellence in the maritime industry. Forward-Looking Statements This press release contains statements that are not historical facts and constitute 'forward-looking statements' within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such statements reflect management's current views based on certain assumptions, and they involve risks and uncertainties. Actual results, events or performance may differ materially from the forward-looking statements due to a number of important factors, and will be dependent upon a variety of factors, including risks described in public reports filed by BEL with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. BEL does not undertake any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. Investor Contact KCSA Strategic Communications Valter Pinto, Managing Director +1 212-896-1254 [email protected]
Yahoo
27-05-2025
- Business
- Yahoo
Brooge Energy Limited Announces Proposed Sale of BPGIC FZE and BPGIC Phase III FZE
DUBAI, May 27, 2025 (GLOBE NEWSWIRE) -- Brooge Energy Limited, ("BEL") (NASDAQ: BROG), a Cayman Islands-based infrastructure provider, which is engaged in Clean Petroleum Products and Biofuels and Crude Oil storage and related services, today announced entering into a conditional sale and purchase agreement (the "Acquisition Agreement") for the proposed sale of 100% of the total issued share capital of each of Brooge Petroleum and Gas Investments Company FZE ("BPGIC FZE") and Brooge Petroleum and Gas Investment Company Phase III FZE ("BPGIC Phase III FZE", collectively with their subsidiaries referred to as the "BPGIC Group"), to Gulf Navigation Holding PJSC ("GulfNav") (the "Transaction"). Key highlights: This acquisition is part of GulfNav's long-term vision to become a key player in the energy sector by expanding its storage and logistics capabilities with BPGIC Group's state-of-the-art infrastructure, which includes advanced facilities for the storage of fuel oil, crude oil, and petroleum products. These assets will complement GulfNav's existing operations and allow them to provide an integrated storage and transportation solution. The integration of the two businesses is expected to drive operational efficiencies, enhance service offerings, and create substantial value for stakeholders. BEL's Board of Directors commented, "We are pleased to be nearing the closing of our strategic transaction with GulfNav. After careful diligence by both parties, we have outlined the proposed terms and conditions the Board believes is in the best interest of ensuring long-term value creation for our shareholders." Principal Terms and Conditions of the Acquisition Agreement Consideration Structure The total consideration (the "Consideration") payable under the Transaction amounts to c. USD 884 million (AED 3,245,000,000). This Consideration will be satisfied through the following means: Cash Consideration: c. USD 125.3 million (AED 460,000,000) in cash, which will be paid as follows: c. USD 65 million (AED 239,650,000) will be paid into the Completion Escrow Account (subject to any deductions of transaction expenses and for known leakage (if any)); and Sign in to access your portfolio
Yahoo
27-05-2025
- Business
- Yahoo
Brooge Energy Limited Announces Proposed Sale of BPGIC FZE and BPGIC Phase III FZE
DUBAI, May 27, 2025 (GLOBE NEWSWIRE) -- Brooge Energy Limited, ("BEL") (NASDAQ: BROG), a Cayman Islands-based infrastructure provider, which is engaged in Clean Petroleum Products and Biofuels and Crude Oil storage and related services, today announced entering into a conditional sale and purchase agreement (the "Acquisition Agreement") for the proposed sale of 100% of the total issued share capital of each of Brooge Petroleum and Gas Investments Company FZE ("BPGIC FZE") and Brooge Petroleum and Gas Investment Company Phase III FZE ("BPGIC Phase III FZE", collectively with their subsidiaries referred to as the "BPGIC Group"), to Gulf Navigation Holding PJSC ("GulfNav") (the "Transaction"). Key highlights: This acquisition is part of GulfNav's long-term vision to become a key player in the energy sector by expanding its storage and logistics capabilities with BPGIC Group's state-of-the-art infrastructure, which includes advanced facilities for the storage of fuel oil, crude oil, and petroleum products. These assets will complement GulfNav's existing operations and allow them to provide an integrated storage and transportation solution. The integration of the two businesses is expected to drive operational efficiencies, enhance service offerings, and create substantial value for stakeholders. BEL's Board of Directors commented, "We are pleased to be nearing the closing of our strategic transaction with GulfNav. After careful diligence by both parties, we have outlined the proposed terms and conditions the Board believes is in the best interest of ensuring long-term value creation for our shareholders." Principal Terms and Conditions of the Acquisition Agreement Consideration Structure The total consideration (the "Consideration") payable under the Transaction amounts to c. USD 884 million (AED 3,245,000,000). This Consideration will be satisfied through the following means: Cash Consideration: c. USD 125.3 million (AED 460,000,000) in cash, which will be paid as follows: c. USD 65 million (AED 239,650,000) will be paid into the Completion Escrow Account (subject to any deductions of transaction expenses and for known leakage (if any)); and Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
