Latest news with #GulfNav
Arabian Post
3 days ago
- 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
6 days ago
- 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
6 days ago
- 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
6 days ago
- 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
Zawya
10-04-2025
- Business
- Zawya
Ajman Bank divests shares of Dubai-listed Gulf Nav
Ajman Bank is no longer a significant shareholder of Dubai shipper Gulf Navigation following a series of direct deals on shares with a value of AED 173.4 million ($47.2 million) over the past month. Dubai Financial Market (DFM) data shows a total of nine direct deals between 2.6 million and 9 million shares since March 5th. Gulf Nav shareholders approved its $871 million acquisition of Brooge Energy Limited on March 14th. Ajman Bank held 6.4% of shares of the Dubai-listed shipping company last year, but reduced its holdings to 5.6% by January 2025. The DIFC-domiciled Poseidon Fund CEIC Limited is now a major shareholder of Gulf Nav and holds 23.8% of the shares, which closed at AED 5.49 on Wednesday. Minority shareholders have been given first refusal for AED 500 million worth of mandatory convertible bonds (MCBs) as part of the Brooge acquisition. (Reporting by Imogen Lillywhite; editing by Seban Scaria)
