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Dubai’s Gulf Navigation acquires Brooge Energy assets for $871m

17 June 2025

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Dubai-based Gulf Navigation Holding (GulfNav) has entered into a transaction with Nasdaq-listed Brooge Energy for a total consideration of AED3.2bn ($871m) for the purchase of the assets and subsidiaries of Brooge.

As part of the deal, Dubai Financial Market (DFM)-listed GulfNav will acquire Brooge Energy’s Fujairah-based subsidiaries Brooge Petroleum & Gas Investment Company FZE (BPGIC) and Brooge Petroleum & Gas Investment Company Phase 3 FZE.

GulfNav is an operator in the midstream oil and gas industry, specifically in the maritime transport and oil storage domains.

“The acquisition of Brooge, with its facilities for the storage of fuel oil, crude oil and petroleum products, is expected to double GulfNav’s storage infrastructure, particularly in Fujairah, a critical bunkering port in the UAE,” GulfNav said.  

The acquisition involves a settlement structure comprising cash, newly-issued shares and mandatory convertible bonds (MCBs), which include:

  • Issuance of 358.8 million new shares to Brooge Energy at AED1.25 a share, subject to a one-year lock-up
  • AED2.336bn in MCBs issued to Brooge Energy, convertible at AED1.25 a share
  • AED500m in MCBs exclusively offered to GulfNav’s existing shareholders at AED1.1 a share
  • A cash component of AED460m.

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 the third quarter of 2025.

Also, following the transaction, Brooge Energy has decided to delist its shares from Nasdaq, with the last trading day of its shares on the exchange expected to be 19 June.

Brooge Energy had first mentioned it was in talks with “a company listed on the Dubai Financial Market to acquire all [of its] businesses and assets” last June, when it announced receiving a non-compliance letter from Nasdaq for failing to publish information about its operations, financial performance and corporate governance, under its obligation to file Form 20-F of the US Securities and Exchange Commission.

“As part of this process, the company is considering and evaluating a potential delisting from the Nasdaq market. If successful, it is estimated that the closing would happen during the third and fourth quarter of 2024,” Brooge Energy said in a statement on 5 June, 2024.

Oil storage business

The mainstay of Cayman Islands-based Brooge Energy’s business is crude oil and oil products storage, which is operated by its Fujairah-based subsidiary BPGIC.

BPGIC is an oil storage and services firm that was established in 2013 in Fujairah, and started operations with a capacity of 400,000 cubic metres spanning 14 tanks. In March 2022, it announced its intention to increase the storage capacity of four of those storage tanks in the first phase complex.

Separately, in September 2021, BPGIC started operations at the second phase of its Fujairah oil storage complex, which added 600,000 cubic metres of storage capacity across eight tanks. As a result of that expansion, BPGIC’s storage capacity more than doubled to 1 million cubic metres, or 6.3 million barrels, from 400,000 cubic metres.

BPGIC then undertook a third expansion phase of its oil storage facility, which is understood to have been commissioned in 2023.

The third phase increased BPGIC’s oil storage potential by three and a half times, raising its capacity to 3.5 million cubic metres, or 22 million barrels, and making the firm the largest oil storage services provider in the UAE emirate of Fujairah.

The third-phase expansion project consists of an oil storage facility that has a capacity of 2.5 million cubic metres, a modular 25,000 barrel-a-day (b/d) refinery and a larger 180,000-b/d conventional refinery.

Away from its oil and gas business, in June 2022, Brooge Energy announced its entry into the renewable energy sector with the creation of a wholly-owned subsidiary company named Brooge Renewable Energy (BRE).

As a first step, Brooge Energy said at the time that BRE planned to build a green hydrogen and green ammonia plant in Khalifa Economic Zone Abu Dhabi (Kezad) that would be able to produce up to 300,000 metric tonnes a year of green ammonia once completed.

BRE had signed a preliminary land lease agreement with Kezad for a 150,000 square metre plot, where the plant was to be built.

Brooge Energy has been embroiled in controversy in recent years. A restructuring executive from a management consultancy firm, working on the overhaul of the company, was detained in the UAE last year, but was later released.

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Indrajit Sen

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