Brooge Energy Limited Sets Updated Record Date – Holders must 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 (NASDAQ:BROG) has announced an updated record date of September 10, 2025 for its previously announced GulfNav Transaction distribution. The company is specifically addressing non-U.S. shareholders who must register their shares with Continental Stock Transfer & Trust through their brokers to receive their distribution in the form of GulfNav securities and/or Mandatory Convertible Bonds.
U.S. shareholders will receive their distribution in U.S. dollars, while non-U.S. shareholders must ensure they have brokerage accounts capable of receiving GulfNav shares. The company warns that shareholders who haven't responded to previous notices will face delays in receiving their distributions until their status is verified.
BEL emphasizes that after reserving for anticipated liabilities, most of the GulfNav Transaction consideration will be distributed, making future distributions from BEL unlikely.Positive
- None.
Negative
- Distribution delays likely for non-responsive shareholders and those who haven't properly registered their shares
- Future distributions from BEL unlikely after this distribution
- Complex registration process required for non-U.S. shareholders
Insights
Brooge Energy shareholders face distribution hurdles with critical September 10 record date; non-US holders must register shares promptly or face significant payment delays.
Brooge Energy Limited (BROG) has issued a time-sensitive update regarding its previously announced GulfNav Transaction. The company has extended the record date to September 10, 2025, giving shareholders additional time to register their holdings properly. This extension is critical as it appears many shareholders have failed to take necessary action following the August 14 notice.
The distribution mechanism reveals important structural differences based on shareholder location: non-U.S. shareholders will receive securities (GulfNav shares and/or Mandatory Convertible Bonds), while U.S. shareholders will receive cash in dollars. This differentiated approach creates urgent compliance requirements for international investors, who must actively contact their brokers to register shares with Continental Stock Transfer & Trust before the record date.
The company's statement that "substantially all of the consideration received from the GulfNav Transaction will be distributed" with "subsequent future distributions from BEL unlikely to ever be paid" signals this is effectively a terminal distribution. This suggests the transaction may represent a fundamental restructuring or liquidation of assets, making proper registration absolutely essential for shareholders to receive their rightful consideration.
Non-compliant shareholders face potentially significant delays in receiving distributions while their positions are "regularised" - a particular concern given the company's warning that delays "could be significant." BEL's reserved right to require certification of shareholder status and potential exercise of discretion for non-responsive shareholders adds additional complexity to the process.
DUBAI, Sept. 04, 2025 (GLOBE NEWSWIRE) -- Brooge Energy Limited (“BEL”), a Cayman Islands-based infrastructure provider, which is engaged in Clean Petroleum Products and Biofuels and Crude Oil storage and related services, is updating its notice of August 14, 2025.
As noted in the May 27th and August 14th press releases, the Consideration is expected to be distributed at an appropriate time following completion of the Transaction to shareholders of record. It seems that some shareholders have taken no action in response to the notice of August 14, 2025 and a few have experienced delays with their brokers in registering their shares.
Non U.S. shareholders as of the Record Date will receive their distribution in the form of securities (Shares in GulfNav and/or Mandatory Convertible Bonds). Only U.S. shareholders will receive their distribution paid in U.S. dollars.
Therefore, shareholders that are based 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 must contact their broker in order to register their shares with Continental Stock Transfer & Trust well in advance of the Record Date. Failure to do so will result in a delay to payment of the distributions to them whilst their position is regularised. They should also ensure that they have a brokerage account that will permit the receipt of shares in GulfNav.
BEL reserves its rights to require certifications to confirm U.S. or non U.S. status before any distribution is paid to shareholders to ensure that shareholders receive the correct form of distribution. Shareholders who have taken no action in response to the notices will need to provide evidence of their domicile which will cause a delay (which could be significant) in payment to them at completion. BEL will also consider exercising its discretion to allocate non U.S. domicile status to non-responsive shareholders where appropriate.
In order to give all shareholders a further opportunity to assist in the process of collecting the data, BEL has extended the record date to September 10, 2025 (the “Record Date”).
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
What is the new record date for Brooge Energy's (BROG) distribution?
How will Brooge Energy (BROG) distribute the GulfNav Transaction consideration to different shareholders?
What must non-U.S. shareholders of Brooge Energy (BROG) do to receive their distribution?
Will there be future distributions from Brooge Energy (BROG) after the GulfNav Transaction?
What happens if Brooge Energy (BROG) shareholders don't take action to register their shares?
