Mandatory Convertible Bonds Offering – Shareholder Information
Mandatory Convertible Bonds Offering – Shareholder Information
AED 500 million Mandatory Convertible Bonds Offering for Eligible Shareholders of Gulf Navigation Holding PJSC
I. Overview of the Offering
What is being offered?
Gulf Navigation Holding PJSC ("GULFNAV") is offering AED 500 million worth of non‑interest‑bearing Mandatory Convertible Bonds (MCBs) to its eligible shareholders. These bonds will convert into shares at a rate of 1 bond = 1 share.
- Issue Price: AED 1.10 per bond
- Total Bonds: 454,545,455
- Conversion Date: On or before 29 October 2025
- Trading Lock‑up: 1‑year lock‑up on converted shares held by Majority Shareholders only.
II. Key Dates
| Action | Date |
|---|---|
| Announcement Date | 19 June 2025 |
| Eligibility Date | 24 June 2025 |
| Registry Closing Date | 26 June 2025 |
| First Tranche (Minority) Opens | 30 June 2025 |
| First Tranche Closes | 11 July 2025 |
| Second Tranche (Majority) Opens | 14 July 2025 |
| Second Tranche Closes | 15 July 2025 |
| Bond Allocation | No later than 22 July 2025 |
| Conversion to Shares | On or before 29 October 2025 |
III. Who Can Subscribe?
Eligible Shareholders are those registered in GULFNAV’s shareholder register on 26 June 2025. To qualify, shares must be purchased by 24 June 2025.
First Tranche
30 June – 11 July 2025
Minority shareholders (< 5%)
Second Tranche
14 – 15 July 2025
Majority shareholders (> 5%) – for any unsubscribed bonds
IV. Use of Proceeds
| Use | Amount (AED) | % |
|---|---|---|
| Acquisition Payment to BEL | 460,000,000 | 92% |
| General Corporate Purposes | 40,000,000 | 8% |
| Total | 500,000,000 | 100% |
V. How to Subscribe
Option 1: Emirates NBD Branches
Visit any branch listed in [Annex 1 of the Circular]. Bring required documents and fill out the subscription application.
Option 2: Online Subscription
- Through Emirates NBD Internet Banking or Mobile App
- Via IPO.EmiratesNBD.com (for non‑ENBD account holders)
For Support
Call 800 ENBD IPO (800 3623 476)
VI. Investor Safeguards
- Segregated Account: Funds held at Emirates NBD until legal ownership transfer is completed.
- Refund Guarantee: Full refund with interest if the acquisition is not completed within 3 months.
- Regulatory Oversight: Structured and approved by the UAE Securities & Commodities Authority (SCA).
VII. Impact on Ownership
| Stakeholder | Ownership % |
|---|---|
| Existing GULFNAV Shareholders | 36.7% |
| BEL Shareholders | 63.3% |
Note: All shares issued to BEL are subject to a 1‑year lock‑up period.
VIII. FAQ
Please click here to visit the FAQ page for common questions and detailed answers.
IX. Contact Investor Relations
For further information, please contact:
Director of Investor Relations
Investor.relations@gulfnav.com
+971 4 524 5044
