Gulf Navigation Holding PJSC (GulfNav) has entered into an asset sale agreement with Brooge Energy Ltd. for a total consideration of 3.2 billion dirhams ($871) million.
The agreement is for the sale of the assets and subsidiaries of Brooge, including Brooge Petroleum and Gas Investment Company FZE, and Brooge Petroleum and Gas Investment Company Phase III FZE.
The acquisition involves a settlement structure comprising cash, newly issued shares, and Mandatory Convertible Bonds (MCBs). This includes:
-Issuance of 358.8 million new shares to Brooge at AED 1.25 per share, subject to a one-year lock-up.
-AED 2.336 billion in MCBs issued to Brooge, convertible at AED 1.25 per share.
-AED 500 million in MCBs exclusively offered to GULFNAV’s existing shareholders at AED 1.10 per share.
-A cash component of AED 460 million
Following the agreement, both parties will collaborate to meet all remaining conditions, including regulatory approvals, legal requirements, and corporate actions. GulfNav will increase its capital, issue new shares to Brooge Energy, and launch a capital raise via MCBs. The deal is expected to be finalised by Q3 2025.