Brooge Energy Limited Sets Record Date – Holders urged to contact brokers to register shares with Continental Stock Transfer & Trust if they are outside the United States and Not U.S. Persons

Rhea-AI Summary

Brooge Energy Limited (BROG) has announced important details regarding its pending transaction with GulfNav. The company has set August 29, 2025 as the record date for shareholder distributions following the transaction's expected closing in Q4 2025.

Shareholders with registered addresses outside the United States will receive their distribution in GulfNav securities and/or Mandatory Convertible Bonds, while U.S. shareholders will receive cash distributions in USD. Non-U.S. shareholders are urged to contact their brokers to register shares with Continental Stock Transfer & Trust before the record date and ensure their brokerage accounts can receive GulfNav shares.

The company expects to distribute substantially all consideration received from the GulfNav transaction, with future distributions from BEL unlikely to occur thereafter.

Positive

• Distribution of substantially all GulfNav transaction consideration to shareholders
• Flexibility in distribution format (securities or cash) based on shareholder location

Negative

• Future distributions from BEL unlikely after this transaction
• Transaction closing still subject to conditions and uncertain timing

Insights

Corporate Finance Specialist

Brooge Energy's GulfNav transaction progressing with August 29 record date; non-US shareholders must register shares to receive securities instead of cash.

Brooge Energy Limited has announced key updates regarding its previously disclosed transaction with GulfNav. The company has set August 29, 2025 as the critical record date for shareholders to receive distribution of transaction proceeds. This corporate action requires immediate attention from certain shareholders.

The transaction structure creates two distinct distribution paths: non-US shareholders with properly registered addresses will receive their consideration in GulfNav securities and/or Mandatory Convertible Bonds, while others will receive cash in US dollars. This necessitates prompt action from qualifying shareholders to ensure proper registration with Continental Stock Transfer & Trust.

What's particularly significant is the company's statement that "substantially all of the consideration received from the GulfNav Transaction will be distributed" with a stark warning that "subsequent future distributions from BEL are unlikely to ever be paid." This suggests this distribution represents a potentially final major value transfer to shareholders.

While the precise distribution amount remains undetermined, the language indicates the company intends to reserve only enough capital to cover anticipated liabilities, distributing the remainder to shareholders of record. The expected closing timeframe in Q4 2025 provides a timeline for this significant corporate event that appears to be progressing as planned despite remaining subject to conditions.

DUBAI, Aug. 15, 2025 (GLOBE NEWSWIRE) -- Brooge Energy Limited, a Cayman Islands-based infrastructure provider, which is engaged in Clean Petroleum Products and Biofuels and Crude Oil storage and related services, is pleased to report that its Transaction with GulfNav, as described in its press release dated May 27, 2025, is proceeding according to plan.  While the Transaction remains subject to conditions and a completion date has not yet been determined, the Company’s expects the closing to occur during the fourth quarter of 2025.

As noted in the May 27^th press release, the Consideration is expected to be distributed at an appropriate time following the closing for shareholders of record as of August 29, 2025 (the “Record Date”).  Shareholders as of the Record Date with a registered address with Continental Stock Transfer & Trust outside the United States are expected to receive their distribution in the form of securities (Shares in GulfNav and/or Mandatory Convertible Bonds); otherwise shareholders will receive their distribution paid in U.S. dollars.  

Therefore, shareholders that are domiciled outside of the United States and that are not “U.S. persons” (as that term is defined in the U.S. Securities Act of 1933, as amended) that are not already on the shareholder register with an address outside the United States should contact their broker in order to register their shares with Continental Stock Transfer & Trust well in advance of the Record Date.  They should also ensure that they have a brokerage account that will permit the receipt of shares in GulfNav.

The exact amounts of any such distribution have not yet been finalized, but it is anticipated that after reserving for anticipated liabilities, substantially all of the consideration received from the GulfNav Transaction will be distributed as part of the distribution, such that subsequent future distributions from BEL are unlikely to ever be paid.

Capitalized terms used in this notice have the meanings given to them in the May 27, 2025 press release.

About Brooge Energy Limited
BEL is a Cayman Islands-based infrastructure provider which is engaged in Clean Petroleum Products and Biofuels and Crude Oil storage and related services. BEL conducts the business and operations through its subsidiary BPGIC FZE. BPGIC FZE is strategically located outside the Strait of Hormuz at the Port of Fujairah in the Emirate of Fujairah in the UAE Its business differentiates itself from competitors by providing customers with fast order processing times, excellent customer service and high accuracy blending services with low product losses.

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 the record date for Brooge Energy (BROG) shareholders regarding the GulfNav transaction?

The record date is set for August 29, 2025. Shareholders must be registered by this date to receive their distribution from the GulfNav transaction.

How will BROG shareholders receive their distribution from the GulfNav transaction?

Non-U.S. shareholders will receive GulfNav securities and/or Mandatory Convertible Bonds, while U.S. shareholders will receive distributions in U.S. dollars.

When is the expected closing date for Brooge Energy's GulfNav transaction?

The transaction is expected to close during the fourth quarter of 2025, though the exact completion date has not been determined.

What should non-U.S. BROG shareholders do before the record date?

Non-U.S. shareholders should contact their brokers to register their shares with Continental Stock Transfer & Trust and ensure their brokerage account can receive GulfNav shares.

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

Future distributions from BEL are unlikely to ever be paid after this transaction, as substantially all consideration will be distributed.