MCB- FAQ

Mandatory Convertible Bonds Offering - Frequently Asked Questions


1. What is being offered to shareholders?

GULFNAV is offering AED 500 million in Mandatory Convertible Bonds (MCBs) to existing shareholders at AED 1.10 per bond. These will convert into ordinary shares by 29 October 2025.

2. Who can subscribe to the Bonds?

Only eligible shareholders listed on the Company’s register as of 26 June 2025 can subscribe. To be eligible, shares must be acquired on or before 24 June 2025.

3. How is the subscription structured?

  • First Tranche (30 June–11 July 2025): Minority shareholders only.
  • Second Tranche (14–15 July 2025): Majority shareholders may subscribe to any remaining bonds.

4. What is the conversion ratio and date?

Each bond converts into 1 share. Conversion will occur on or before 29 October 2025.

5. What happens if the acquisition fails?

Subscribers will receive a full refund plus accrued interest unless GULFNAV secures a regulatory extension from the SCA.

6. What protections are in place for investors?

  • All subscription funds are held in a segregated account at Emirates NBD.
  • Funds can only be released once ownership of Brooge is legally transferred to GULFNAV.
  • Automatic refund mechanism if the deal is not completed within 3 months.

7. Will shareholder ownership be diluted?

  • Existing shareholders’ ownership drops from 100% to ~36.7%.
  • BEL will hold ~63.3% of GULFNAV.

8. What are the use of proceeds?

  • AED 460 million (92%): Cash component of Brooge acquisition.
  • AED 40 million (8%): Transaction and general corporate purposes.

9. How do I apply for the Bonds?

10. What documents are needed to subscribe?

  • DFM NIN
  • Emirates ID or passport
  • Subscription form
  • For companies: trade license and proof of authorization

11. When will allocation and refunds be done?

  • Allocation: By 22 July 2025
  • SMS/Allotment letters: By 29 July 2025
  • Refunds: Within 5 business days of allocation

12. Can I sell or transfer my Bonds before conversion?

No. Bonds are non-transferable and may not be sold or pledged.

13. Will my shares be locked up after the share issuance?

No. Only shares held by Majority Shareholders (5% and above) will be locked for one year.

14. Will BEL be locked up after their share issuance?

Yes. All shares issued to BEL (via shares or bonds) are locked for one year.