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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]
Zawya
14-03-2025
- Business
- Zawya
GULFNAV Shareholders approve strategic acquisition of Brooge Energy Limited's assets and companies for AED 3.2bln
Dubai, UAE: Gulf Navigation Holding PJSC ('GULFNAV'), the Dubai Financial Market listed maritime and shipping company, announced today that its shareholders have approved the strategic acquisition of assets and companies owned by Brooge Energy Limited ("BEL"). The approval was granted at the General Assembly Meeting held on March 13, 2025. This 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. Key Highlights of the Approved Transaction: The acquisition will be settled through a combination of cash, newly issued shares, and Mandatory Convertible Bonds (MCBs). Issuance of 358,841,476 new shares to BEL at AED 1.25 per share, with a one-year lock-up period. Issuance of MCBs worth AED 2.336 billion to BEL, convertible at AED 1.25 per share, with a one-year lock-up period post-conversion. Issuance of MCBs worth AED 500 million at AED 1.10 per share, exclusively allocated to existing GULFNAV shareholders, with major shareholders subscribing to any remaining bonds not taken up by minority investors. These MCBs are to be converted into shares within three (3) months. A cash payment of AED 460 million as part of the transaction settlement. Strategic Significance of the Acquisition: 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. 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. This integration is expected to drive operational efficiencies, enhance service offerings, and create substantial value for stakeholders. Ahmad Kilani, Board Member and CEO of GULFNAV, commented: "The approval of this acquisition marks a transformational milestone for GULFNAV. 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. We are confident that the integration of Brooge's assets will enhance our competitive edge and deliver significant value to our stakeholders." Future Outlook: Post-acquisition, GULFNAV will focus on driving growth and operational synergies through the integration of Brooge's state-of-the-art infrastructure and expertise. The Company plans to expand its storage and logistics capabilities, enhancing its ability to serve the growing demand for midstream oil and gas services in the region. By leveraging Brooge's advanced facilities, 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. These initiatives are expected to strengthen GULFNAV's competitive position and deliver long-term value to its shareholders. '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%.' Kilani added. 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 2nd quarter of this year, subject to regulatory approvals and customary closing conditions. About Gulf Navigation Holding: Gulf Navigation Holding PJSC ('GULFNAV') is a fully integrated and synergized organization with a multifunctional business. It is the only maritime and shipping company listed in the Dubai Financial Market since February 2007 under the symbol 'GULFNAV'. The Company is headquartered in Dubai, with branch offices inside the ports of Fujairah and Khorfakkan, along with an overseas office in the Kingdom of Saudi Arabia. The Company has a fleet of chemical tankers, livestock transport vessels, well stimulation vessels, operation support vessels, marine services, and ship repair operations. As an ISO 9001:2015 certified company accredited by Bureau Veritas, GULFNAV is committed to adhering to the requirements of the international safety management code for the safe operations of vessels, pollution prevention and environmental control, including compliance with all the applicable international laws, regulations and requirements. GULFNAV constantly works to upgrade its operations and provide high-quality services to local and international markets. For media inquiries, please contact: Nader Muqbel Director of Corporate Communications & Investor Relations Tel: +971 56 778 0799 E-mail:
