Brooge Energy Limited Announces Extraordinary Meeting of Shareholders

Rhea-AI Summary

Brooge Energy Limited (NASDAQ:BROG) has announced an extraordinary general meeting of shareholders scheduled for September 30, 2025. The meeting's primary focus is to approve two significant matters: the sale of BPGIC FZE and BPGIC Phase III FZE to Gulf Navigation Holding PJSC (GulfNav), and the subsequent distribution of transaction proceeds to shareholders.

Following the transaction completion, shareholders of record as of September 10, 2025, will receive approximately $7.70 per share equivalent. U.S. shareholders will receive cash payments, while non-U.S. shareholders will receive approximately 23 GulfNav shares per Company share in the form of GulfNav securities or Mandatory Convertible Bonds. The company's majority shareholder, BPGIC Holdings Limited, will receive a reduced dividend due to assuming specific company liabilities.

Positive

• None.

Negative

• No further distributions to shareholders are anticipated after this transaction
• BPGIC Holdings Limited receiving reduced dividend due to liability assumption
• Different payment forms for U.S. and non-U.S. shareholders may create complexity

Insights

Corporate Finance Specialist

Brooge Energy's sale of core assets to Gulf Navigation will yield ~$7.70/share distribution before likely ceasing further operations.

Brooge Energy Limited (BROG) has announced a pivotal extraordinary general meeting on September 30th to seek shareholder approval for the sale of 100% of its core operating subsidiaries (BPGIC FZE and BPGIC Phase III FZE) to Gulf Navigation Holding PJSC. This transaction represents a complete divestiture of BROG's primary operational assets in the clean petroleum products, biofuels, and crude oil storage business.

The most significant element for investors is the planned distribution of approximately $7.70 per share following the transaction's completion. This distribution structure creates two distinct shareholder classes: U.S. shareholders will receive cash payments of ~$7.70 per share, while non-U.S. shareholders will receive Gulf Navigation securities equivalent to approximately 23 GulfNav shares per BROG share.

The company explicitly states that this distribution represents the "full and final allocation of proceeds" with "no further distributions to shareholders anticipated," strongly suggesting this transaction effectively terminates BROG's operational existence. The majority shareholder, BPGIC Holdings Limited, is receiving a reduced dividend and assuming specific company liabilities to facilitate the transaction.

The board's unanimous approval indicates they view this liquidation-style transaction as the optimal path forward, likely due to underlying financial challenges. The explicit statement that despite settling debts, "no further distributions" are expected signals the company has limited remaining value beyond this transaction. This deal essentially represents a structured exit for BROG shareholders rather than a strategic pivot or business continuation.

DUBAI, Sept. 17, 2025 (GLOBE NEWSWIRE) --  Brooge Energy Limited (“BEL” or the “Company”), a Cayman Islands-based infrastructure provider, which is engaged in Clean Petroleum Products and Biofuels and Crude Oil storage and related services, has separately announced to its shareholders an extraordinary general meeting of the shareholders of the Company (the “Meeting”) to be held on or around 30 September 2025.  

Shareholders will be receiving details of the meeting directly or through their brokers.

Record Date

The record date for determining shareholder eligibility to vote at the Meeting is Wednesday 10 September 2025 (the “Record Date”).

Transaction with Gulf Navigation Holding PJSC

On 27 May 2025, the Company announced that it had entered into a conditional sale and purchase agreement with Gulf Navigation Holding PJSC (“GulfNav”) for the sale of 100% of the share capital of BPGIC FZE and BPGIC Phase III FZE (the “Transaction”). The principal terms of the Transaction, including the consideration structure and conditions to completion, are set out in the Company’s announcement dated 27 May 2025, a copy of which is available here: https://www.globenewswire.com/news-release/2025/05/27/3089047/0/en/Brooge-Energy-Limited-Announces-Proposed-Sale-of-BPGIC-FZE-and-BPGIC-Phase-III-FZE.html (the “Announcement”).

The Transaction will bring significant proceeds to the Company, enabling it to settle debts and pay the distribution referred to herein to shareholders. The directors and the Company’s advisors worked with GulfNav for several months to bring the Transaction to fruition and are of the opinion that it represents the best interests of the Company and its stakeholders.   The directors therefore unanimously voted in favour of the Transaction.

Shareholders are being asked at the Meeting to approve and ratify the Transaction.

Distribution to Shareholders

As previously announced on 14 August 2025, following completion of the Transaction, the Company expects to distribute substantially all of the consideration received to shareholders of record as of the Record Date, after reserving for anticipated liabilities (the “Distribution”). The Distribution will be made by way of dividend.

Form of Payment and Settlement Mechanics of the Distribution

Shareholders with a registered address outside the United States (as recorded with Continental Stock Transfer & Trust) as of the Record Date will receive their Distribution in the form of securities - namely, ordinary shares in GulfNav and/or Mandatory Convertible Bonds that convert into GulfNav ordinary shares (together, “GulfNav Securities”), the terms of which are more fully described in the Announcement.

Shareholders who hold their shares via the Depository Trust Company (DTC) or U.S. persons will receive their Distribution in U.S. dollars.

Shareholders were previously advised to ensure that their brokerage accounts were appropriately configured to receive GulfNav securities. Those domiciled outside the U.S. or not considered “U.S. persons” under the U.S. Securities Act of 1933 should have confirmed, prior to the Record Date, that their shares were registered with Continental Stock Transfer & Trust and that their brokerage accounts could accept GulfNav Securities. Registered shareholders will be contacted regarding the mechanism to facilitate settlement of the GulfNav Securities into their accounts.

Amount of Distribution

The exact amount of the Distribution has not yet been determined. However, it is currently anticipated that all shareholders will receive approximately the equivalent of USD 7.70 per share, with:

	●	U.S. Shareholders receiving a cash payment of approximately USD 7.70 per Company share.
	●	Non-U.S. Shareholders receiving GulfNav shares and/or Mandatory Convertible Bonds equivalent to approximately 23 GulfNav shares per Company share (rounding down to the nearest whole share).

BPGIC Holdings Limited, the majority shareholder, has agreed to assume specific liabilities of the Company and/or its subsidiaries in order to facilitate the Transaction. This shareholder will receive a reduced dividend (in a mix of cash and securities in order to satisfy settlements with certain creditors that are conditions precedent to closing). If there are any surplus funds available in the Company after payment of the planned distribution discussed in this notice and all creditors that the Company has provided for, then such surplus would be applied towards partial payment of the shortfall in the distribution to BPGIC Holdings Limited that it would have received had it not agreed to assume the Company’s liabilities referred to in this paragraph. All other shareholders are advised that, given the current liabilities owed and the assets available to the Company, while the Company expects to be able to settle its debts as they fall due, no further distributions to shareholders from the Company are anticipated. The Company expects that the Distribution represents the full and final allocation of proceeds from the Transaction, and the Company does not anticipate any future payments or dividends to shareholders generally.

Shareholders are being asked at the Meeting to approve the distribution of proceeds from the Transaction to shareholders, in accordance with the mechanics and pricing disclosed in the Meeting notice and subject to applicable regulatory restrictions.

Board Determination of Fairness

In determining the structure and allocation of the Distribution proceeds, the Board has carefully considered applicable legal and regulatory constraints, including U.S. securities laws. As previously announced on 14 August 2025, the Company has been advised that U.S. persons cannot receive GulfNav Securities due to restrictions under the U.S. Securities Act of 1933 and related SEC guidance. Distributing such securities to U.S. shareholders would require extensive disclosures, a materially extended timeline and could trigger registration obligations for GulfNav, which are commercially and legally impractical.

Accordingly, following extensive deliberation and legal advice, and in accordance with the Company’s articles of association, the Board has resolved that U.S. shareholders will receive their distribution in cash, while non-U.S. shareholders will receive GulfNav shares and/or Mandatory Convertible Bonds. This approach ensures compliance with applicable law and reflects a fair and proportionate allocation of value across the shareholder base.  

The amounts set out above are considered to be reasonably equivalent so as not to prejudice either group of shareholders, and is based on a number of factors, including but not limited to the independent valuations received by the Board in connection with the Transaction.

Results of Meeting

As soon as practicable following the Meeting, the results of the voting will be posted on the Company’s website.

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
BROG@kcsa.com

FAQ

When is Brooge Energy's (BROG) extraordinary shareholder meeting scheduled for?

The extraordinary shareholder meeting is scheduled for September 30, 2025, with a record date of September 10, 2025.

What is the value of BROG's distribution to shareholders?

Shareholders will receive approximately $7.70 per share equivalent, with U.S. shareholders receiving cash and non-U.S. shareholders receiving about 23 GulfNav shares per Company share.

What is the purpose of Brooge Energy's (BROG) extraordinary meeting?

The meeting aims to approve and ratify the sale of BPGIC FZE and BPGIC Phase III FZE to Gulf Navigation Holding PJSC and approve the distribution of transaction proceeds to shareholders.

How will BROG shareholders receive their distribution payment?

U.S. shareholders will receive cash payments of $7.70 per share, while non-U.S. shareholders will receive GulfNav securities or Mandatory Convertible Bonds equivalent to approximately 23 GulfNav shares per Company share.

Will Brooge Energy (BROG) make additional distributions after this transaction?

No, the company has stated that no further distributions to shareholders are anticipated after this transaction, which represents the full and final allocation of proceeds.