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Arabian Business
14-03-2025
- Business
- Arabian Business
GULFNAV shareholders approve Brooge Energy asset buyout in AED3.3bn deal
Gulf Navigation Holding PJSC (GULFNAV), the DFM-listed maritime and shipping company, said its shareholders have approved the strategic acquisition of assets and companies owned by Brooge Energy Limited (BEL), a UAE-based midstream oil storage and service provider. The approval was granted at the company's General Assembly Meeting held on Thursday, March 13, it said. GULFNAV's strategic acquisition approval The acquisition includes Brooge Petroleum and Gas Investment Company FZE, Brooge Petroleum and Gas Investment Company Phase III FZE, and BPGIC Phase 3 Limited. The transaction is expected to significantly enhance GULFNAV's operational capabilities and market position, solidifying its presence in the midstream oil & gas and logistics sectors. GULFNAV said the acquisition will be settled through a combination of cash, newly issued shares, and Mandatory Convertible Bonds (MCBs). While the cash component of the transaction will involve a payment of AED460 million, the company will issue 358.84 million new shares to BEL at AED1.25 per share, with a one-year lock-up period. The company will also issue MCBs worth AED2.34 billion to BEL, convertible at AED1.25 per share, with a one-year lock-up period post-conversion. Besides, it will also issue MCBs worth AED500 million at AED1.10 per share exclusively allocated to existing GULFNAV shareholders. The acquisition aligns with GULFNAV's long-term vision to become a dominant player in the energy sector by expanding its storage and logistics capabilities, the company said. BEL's state-of-the-art infrastructure, which includes advanced facilities for the storage of fuel oil, crude oil, and petroleum products, will complement GULFNAV's existing operations, it said, adding that the integration is expected to drive operational efficiencies, enhance service offerings, and create substantial value for stakeholders. Ahmad Kilani, Board Member and CEO of GULFNAV, said the approval of the acquisition marks a transformational milestone for the company. 'This deal reinforces our commitment to sustainable growth, operational excellence, and long-term value creation for our shareholders. 'With this acquisition, we strengthen our position in the midstream sector, expand our service portfolio, and unlock new revenue opportunities,' he said. The Company'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. The transaction is expected to be completed within the second quarter of this year, subject to regulatory approvals and customary closing conditions.


Zawya
04-03-2025
- Business
- Zawya
Gulf Nav-Brooge acquisition: Discontent among minority shareholders about board proposals
Gulf Navigation Holding (Gulf Nav) has asked shareholders to approve a share and bond conversion price to fully acquire Brooge Petroleum and Gas Investment Company (BPGIC) from Brooge Energy Limited (BEL). The price is lower than that given by an independent valuation commissioned by the UAE's financial regulator. Shareholders have been told the conversion price set by Gulf Nav for the issuance of bonds and shares to oil storage company Brooge Energy Limited (BEL), which owns BPGIC, is AED1.25 ($0.34). The conversion price suggested by the Securities and Commodities Authority (SCA) is AED 3, according to analyst Ziad Qaimari, who published an analysis of the transaction on X last week. Gulf Nav's actual share price closed at AED 5.50 on Friday. The board will ask shareholders to approve the acquisition by special resolution at its general assembly, which Qaimari said has provoked discontent among certain minority shareholders who say their holdings will be excessively diluted by the deal if it goes ahead based on the Gulf Nav valuation. There is also shareholder concern that the board's recommendation goes directly against a valuation by the SCA, the UAE's federal financial regulatory agency, and that it takes away their freedom of choice, as they will only be asked to vote on approving the transaction subject to approving Gulf Nav's valuation over SCA's, Qaimari said. The agenda for the assembly, due to take place on 13th March, shows approving the acquisition of BPGIC, the oil storage company owned by BEL, is a special resolution, subject to voters accepting Resolution 3 – approval of Gulf Nav's valuation. The deal has four components, one of which is issuing AED 500 million in mandatory convertible bonds (MCBs) to current shareholders at AED 1.10 per bond. Minority shareholders will be given priority over major shareholders in the issuance. Another part of the deal is an AED 460 million cash payment, while AED 359 million of new shares and AED 2.3 billion in convertible bonds will be issued to BEL. The company itself has not publicly disclosed an estimated final valuation figure for the transaction. When approached by Zawya for comment, Gulf Nav declined, but said any updates will be announced at the general assembly. The lower conversion price will mean a higher number of bonds and shares will need to be issued to meet Gulf Nav's proposed price tags of AED 2.3 billion in bonds and AED 359 million in new shares for the proposed transaction, as set down in the general assembly invitation, Qaimari said. This will result in the holdings of current Gulf Nav shareholders being more diluted in favour of Brooge after the transaction is completed than if the company were to proceed with the SCA valuation. SCA rules on transactions SCA ruled in a 2017 decision that securities holders in acquisitions shall be provided with adequate information and recommendations to be able to make a valid decision whether to accept or refuse the offer. They should be given enough time and neutral advice, and no data that may affect their decisions may be withheld. Nasdaq-listed BEL 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. Auditor EY is also subject to a US lawsuit from Brooge Energy shareholders regarding falsified revenues according to an FT report from December 2024. Brooge previously paid a $5 million penalty after an investigation by the USA's Securities and Exchange Commission (SEC) regarding the matter. (Reporting by Imogen Lillywhite; editing by Seban Scaria)


Express Tribune
18-02-2025
- Business
- Express Tribune
UAE gold prices edge higher as Trump's tariff policies shake markets
Listen to article Gold prices edged higher on Tuesday as market uncertainty over US President Donald Trump's tariff policies boosted demand for the metal as a safe-haven asset. Spot gold rose 0.1% to $2,898.99 as of 00:30 GMT, while US gold futures climbed 0.4% to $2,912.60. The gains followed concerns over a potential global trade war triggered by Trump's tariff decisions. In the United Arab Emirates (UAE), gold prices also saw an uptick. 24-carat gold increased by AED1.25 to AED350.75, while 22-carat gold reached AED326.25, up by the same margin. 21-carat gold rose to AED313.00, and 18-carat gold edged up AED1.00 to AED268.25. Market sentiment was further shaped by comments from US Federal Reserve Governor Michelle Bowman, who stated on Monday that she needed 'increased conviction' that inflation would decline further before considering interest rate cuts. The Trump administration's evolving trade policies have added to economic uncertainty. Since taking office, Trump has imposed a 10% tariff on Chinese imports, set and delayed 25% tariffs on goods from Mexico and Canada, and announced plans for reciprocal tariffs on all countries taxing US imports.