Gulf Navigation Holding’s shareholders have approved the AED 3.2B ($871M) acquisition of Brooge Energy Limited (BEL), despite initial concerns from minority investors over the potential dilution of their stakes.
Following the transaction, the company’s share capital will expand by 320%, involving the issuance of 359M new shares to BEL and AED 2.3B in mandatory convertible bonds (MCBs).
The deal also includes an AED 460M cash component and AED 500M in MCBs allocated to existing shareholders, with a focus on protecting minority interests.
As part of the acquisition, Gulf Nav will take over BEL’s oil storage assets and subsidiaries, including Brooge Petroleum and Gas Investment Company (BPGIC) FZE, Brooge Petroleum and Gas Investment Company Phase III FZE, and BPGIC Phase 3 Limited.
Previously, shareholders had raised concerns over Gulf Nav’s proposed conversion price for bonds and shares, which was lower than an alternative valuation by the UAE’s Securities and Commodities Authority (SCA), resulting in greater dilution of their holdings.
Gulf Nav plans to integrate Brooge’s Fujairah-based infrastructure to enhance its storage and logistics capabilities, catering to rising demand for midstream oil and gas services while also exploring alternative fuel storage solutions.

