Pinsent Masons advises Gulf Nav on its reverse takeover of Brooge Petroleum Gas Investment

This transaction marks a pivotal step in Gulf Nav’s transformation into a fully integrated energy logistics powerhouse. The acquisition significantly expands Gulf Nav’s storage, terminal, and infrastructure capabilities, positioning it to better serve global energy markets with a focus on operational efficiency and environmental responsibility. Gulf Nav, an ISO 9001:2015 certified company accredited by Bureau Veritas, has long prioritized international safety and environmental standards, including pollution prevention and sustainable vessel operations. This strategic alignment with Brooge Energy—a company known for its clean petroleum products, biofuels, and commitment to environmentally conscious infrastructure—reflects a shared vision for greener, more sustainable energy logistics.

The transaction consideration includes:

·       AED 460 million cash payment;

·       Allotment of 356.8 million shares to Brooge Energy Limited at AED 1.25 per share, subject to a one-year lock-up; and

·       AED 2.336 billion in mandatory convertible bonds, convertible at AED 1.25 per share.

Pinsent Masons, leveraging over two decades of regional experience, played a central role in the structuring design and implementation of the reverse takeover structure—an uncommon and highly regulated mechanism in the UAE. 

Partner Mohammad Tbaishat, head of our Middle East Corporate team, led the Pinsent Masons team advising on the takeover, supported by Legal Director Christopher Neal and Senior Associate Nathalia Elhage. The team’s deep understanding of local regulatory frameworks and cross-border structuring was instrumental in delivering a deal that meets Gulf Nav’s core objectives and commercial ambitions.

Mohammad Tbaishat said, “This transaction represents a transformative moment not only for Gulf Nav but for the broader regional energy logistics landscape. By leveraging a complex reverse takeover structure, which is rarely seen in the UAE, we’ve helped position Gulf Nav for long-term growth, sustainability, and global competitiveness. It’s a proud milestone for our team and a testament to the power of strategic legal structuring.”