Gulf Navigation Holding PJSC (“GULFNAV”), a maritime and shipping company listed on the Dubai Financial Market, announced that its shareholders have approved the strategic acquisition of assets and companies owned by Brooge Energy Limited (“BEL”) for AED 3.2 billion. This decision was made during the General Assembly Meeting held on March 13, 2025.

The acquisition encompasses Brooge Petroleum and Gas Investment Company FZE, Brooge Petroleum and Gas Investment Company Phase III FZE, and BPGIC Phase 3 Limited. This move is anticipated to significantly enhance GULFNAV’s operational capabilities and market position, reinforcing its presence in the midstream oil and gas and logistics sectors.

The transaction will be finalized through a mix of cash, newly issued shares, and Mandatory Convertible Bonds (MCBs). Specifically, GULFNAV will issue 358 841 476 new shares to BEL at AED 1.25 per share, subject to a one-year lock-up period. Additionally, MCBs valued at AED 2.336 billion will be issued to BEL, also convertible at AED 1.25 per share with a one-year lock-up period post-conversion. Furthermore, MCBs worth AED 500 million will be allocated to existing GULFNAV shareholders at AED 1.10 per share, with major shareholders able to subscribe to any remaining bonds not taken by minority investors. A cash payment of AED 460 million will also be included in the settlement.

The strategic significance of this acquisition aligns with GULFNAV’s vision to become a leader in the energy sector by expanding its storage and logistics capabilities. The advanced infrastructure of BEL, which includes facilities for storing fuel oil, crude oil, and petroleum products, is expected to complement GULFNAV’s existing operations. This integration aims to drive operational efficiencies, enhance service offerings, and create substantial value for stakeholders.

Ahmad Kilani, Board Member and CEO of GULFNAV, remarked that the acquisition represents a transformative milestone for the company. He emphasized that the deal reinforces GULFNAV’s commitment to sustainable growth, operational excellence, and long-term value creation for shareholders. Kilani noted that this acquisition strengthens their position in the midstream sector and unlocks new revenue opportunities.

Looking ahead, GULFNAV plans to focus on growth and operational synergies by integrating Brooge’s advanced infrastructure and expertise. The company aims to expand its storage and logistics capabilities to meet the rising demand for midstream oil and gas services in the region. By leveraging Brooge’s facilities, GULFNAV seeks to improve operational efficiencies and diversify its service offerings, while also supporting the UAE’s sustainability goals through innovative solutions.

Kilani added that the acquisition is projected to generate significant operational synergies, including cost savings from integrated logistics and increased storage capacity. Financially, the deal is expected to enhance GULFNAV’s revenue streams and improve EBITDA margins in the coming years. He pointed out that the issuance of new shares and MCBs will increase GULFNAV’s share capital by approximately 320%.

The Company’s Board of Directors has been authorized to take all necessary actions to complete the acquisition, including obtaining regulatory approvals and amending its Articles of Association. The transaction is expected to be finalized within the second quarter of this year, pending regulatory approvals and customary closing conditions.