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Dubai, UAE – 16 July 2025 – IN’P IBRAHIM .N. PARTNERS is proud to announce its role as lead legal advisor to Gulf Navigation Holding PJSC (“GULFNAV”) in connection with the successful issuance of AED 500 million in mandatory convertible bonds (MCBs), a landmark transaction that forms a critical component of GULFNAV’s strategic acquisition of Brooge Energy Limited’s UAE-based assets and operating subsidiaries (collectively, “Brooge”).

This transaction, one of the largest convertible bond offerings on the Dubai Financial Market this year, drew subscriptions exceeding AED 520 million, marking a resounding endorsement from GULFNAV’s shareholders and signalling investor confidence in the company’s transformation into a regional energy infrastructure powerhouse.

The MCBs, offered at AED 1.10 per bond, will convert into shares on or before 29 October 2025. The proceeds will be used to finance the AED 460 million cash component of the acquisition consideration, with the remaining value to be settled through a mix of newly issued shares and an additional AED 2.3 billion in convertible bonds issued to Brooge.

Strategic Legal Structuring Amid Regulatory Complexity

IN’P IBRAHIM .N. PARTNERS was mandated to structure and advise on all UAE legal aspects of the MCB offering and the broader acquisition. The transaction’s innovative structure,blending a public mandatory convertible bond issuance with strategic share consideration and targeted lock-ups, was carefully designed to optimise capital structure, protect minority shareholders, and align long-term interests among all stakeholders.

“This was a high-stakes, high-velocity capital markets transaction requiring precision structuring, rapid regulatory engagement, and a clear understanding of shareholder protection under UAE law,” said Ahmed Ibrahim, Managing Partner at IN’P IBRAHIM .N. PARTNERS. “We are proud to have worked alongside GULFNAV’s leadership team, financial advisor Trussbridge, and Emirates NBD as the lead receiving bank, to deliver a legally sound, investor-safe, and capital-efficient funding solution.”

A Deal That Redefines GULFNAV’s Future

The broader AED 3.2 billion Brooge acquisition will triple GULFNAV’s share capital post-conversion and transform it from a maritime player into a fully integrated energy logistics and infrastructure operator with significant petroleum storage and gas processing capabilities in the UAE.

In addition to handling the MCB issuance, IN’P IBRAHIM .N. PARTNERS advised GULFNAV on structuring shareholder contingencies, such as the automatic refund mechanism in case of acquisition delays, regulatory lock-up arrangements, and escrow safeguards administered by Emirates NBD to ensure that bond proceeds are released strictly upon verified transfer of legal title to Brooge’s assets.

“This deal represents the convergence of strategic ambition and legal ingenuity. Our role was not only to execute the bond issuance flawlessly, but also to embed legal mechanisms that safeguard shareholder funds, reinforce transparency, and secure regulatory alignment at every step,” said Ahmed Ibrahim, the Managing Partner at IN’P IBRAHIM .N. PARTNERS.

A Testament to IN’P IBRAHIM .N. PARTNERS Capital Markets Leadership

This transaction adds to IN’P IBRAHIM .N. PARTNERS’ growing record of advising on landmark offerings in the UAE capital markets. With this engagement, IN’P IBRAHIM .N. PARTNERS reaffirms its position as the legal advisor of choice for transformative equity and hybrid capital transactions in the region.

“In a market where investor trust and regulatory integrity are paramount, we are honoured that GULFNAV entrusted us to advise on this critical milestone,” Ibrahim added. “The success of this transaction underscores the strength of IN’P IBRAHIM .N. PARTNERS’ capital markets practice and our unwavering commitment to delivering results that serve clients, investors, and the market.”

About IN’P IBRAHIM .N. PARTNERS

IN’P IBRAHIM .N. PARTNERS is an independent MENA-region law firm based in the ADGM, Abu Dhabi, led by our Managing Partner, Ahmed Ibrahim, and is comprised of a team of lawyers that are experts in advising on all aspects of UAE law. We are the most active law firm in the GCC in equity capital markets. Furthermore, we advise both local and international companies on a full range of issues from contentious and non-contentious corporate and commercial matters, including major project work, establishing, and conducting business across the Emirates, joint ventures, mergers and acquisitions, equity capital market, legal due diligence, employment matters, property, structuring, distributions and franchise arrangements.