TIDMGIF
RNS Number : 5124U
Gulf Investment Fund PLC
03 December 2021
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, CANADA, JAPAN,
NEW ZEALAND AND THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO MAY RESULT IN THE CONTRAVENTION OF ANY
REGISTRATION OR OTHER LEGAL REQUIREMENT OF SUCH JURISDICTION
Legal Entity Identifier: 2138009DIENFWKC3PW84
3 December 2021
Gulf Investment Fund PLC
("GIF" or the "Company")
Publication of circular, notice of Annual General Meeting and
Annual Report
The Board of the Company announces that it has today published a
circular (the "Circular") in respect of the usual annual general
meeting business of the Company as well as the proposed programme
of further tender offers to be implemented by the Company in March
and September 2022 (the "2022 Tender Offers"). The Circular also
contains the notice convening the annual general meeting at which
the Company will seek the Shareholder approvals required to give
effect to the 2022 Tender Offers (in addition to the usual business
at the annual general meeting) to be held at 11.00 a.m. on 31
December 2021 (the "2021 Annual General Meeting").
The Company's annual report and consolidated financial
statements (the "Annual Report") for the year ended 30 June 2021
has been posted to Shareholders with the Circular and notice of the
2021 Annual General Meeting.
Capitalised terms and expressions shall have the same meanings
as those attributed to them in the Circular.
Background
As mentioned in the circular published by the Company on 23
November 2020 (the "2020 Circular") and formalised in the circular
published on 25 March 2021 (the "2021 Circular"), the Company
proposed and implemented a programme of bi-annual tender offers to
be launched in March and September each year, in each case (i) for
up to 100 per cent. of each Shareholder's holding of Shares as at
the relevant Record Date, and (ii) subject to a minimum size
condition as described further below (the "Tender Offers" and each,
a "Tender Offer"). Shareholders on the Register at the relevant
Record Date will be invited to either (i) continue their full
investment in the Company; or (ii) save for Restricted
Shareholders, tender some or all of their Shares held at that date.
The Board believe that the implementation of the Tender Offers
should provide those Shareholders who want it with the additional
liquidity they require going forward. The first such Tender Offer
of the Company (the "Initial Tender Offer") was launched in
September 2021. The Board and the Investment Adviser continue to
believe the Gulf Cooperation Council ("GCC") offers attractive
growth opportunities for investors and continue to view the future
of the Company with confidence, expecting healthy growth in the
region as a whole.
Since the Company broadened its Investment Policy from a largely
Qatar-focussed investment strategy to a broader GCC focussed
investment strategy in December 2017, the Company's Net Asset Value
per Share has increased by 81.9 per cent., from US$1.0145 at 7
December 2017 to US$1.8453 (unaudited) as at 30 September 2021
(being the date of the latest available unaudited NAV per Share
prior to the publication of this document). This compares to the
54.2 per cent. increase in the Company's benchmark, the S&P GCC
Index, over the same period. In addition, the Company has paid
dividends totalling 11.46 cents per Share during the same period.
Including dividends, Shareholders have enjoyed a total return of
102.8 per cent. compared to 77.9 per cent. from the S&P GCC
Index. The Company's return of 102.8 per cent. compares to the
peer-group's average return of 55.8 per cent. The Company's share
price currently trades at a 7.5 per cent. discount to NAV and has
traded at an average discount of 8.1 per cent. over the past 12
months.
2022 Tender Offers
The Company is now seeking the requisite authorities required
from its Shareholders to undertake the 2022 Tender Offers at the
2021 Annual General Meeting. The terms and conditions applicable to
the 2022 Tender Offers, along with certain other specific details
in connection with the 2022 Tenders Offers, are set out in the
Circular.
Following the Initial Tender Offer, in order to be able to offer
the Tender Offers to Shareholders in March and September 2022 the
Company is required, in accordance with the 2021 Circular, to seek
the authorities required to implement a Tender Offer in March 2022
(the "March 2022 Tender Offer") and a further Tender Offer in
September 2022 (the "September 2022 Tender Offer") at the 2021
Annual General Meeting.
As it would not be in the interests of Shareholders to be
invested in a sub-scale illiquid fund, the Company shall not be
obliged to proceed with any Tender Offer where the Directors, in
their sole discretion, believe the result of the Tender Offer would
reduce the Company to such a size that it would no longer be fit
for purpose (the "Minimum Size Condition").
The Minimum Size Condition is set annually. In the event the
Minimum Size Condition is not met in respect of a Tender Offer,
such Tender Offer will not proceed. The Directors will instead put
forward proposals to Shareholders for the Company to be wound up
with a view to returning cash to Shareholders or to enter into
formal liquidation.
The Company will announce via a Regulatory Information Service
on the relevant Confirmation Date whether or not the relevant
Tender Offer will proceed.
The Minimum Size Condition in respect of either of the 2022
Tender Offers shall be a post Tender Offer share capital of not
less than 38,000,000 Shares (the "2022 Minimum Size
Condition").
For the avoidance of doubt, if the March 2022 Tender Offer fails
to proceed because the 2022 Minimum Size Condition could not be
met, then the September 2022 Tender Offer will not proceed either,
since the Directors will instead put forward proposals to
Shareholders for the Company to be wound up with a view to
returning cash to Shareholders or to enter into formal
liquidation.
The process for inviting Shareholders to participate in a Tender
Offer (including each of the 2022 Tender Offers in due course) and
announcing, among other things, the relevant Minimum Size Condition
and the determination of the relevant Tender Price for such Tender
Offer is set out in the Circular.
Shareholders should note that completion of each of the 2022
Tender Offers is conditional on, inter alia, the 2022 Tender Offers
Resolution and the Whitewash Resolution to be proposed at the 2021
Annual General Meeting being passed. Completion of any subsequent
Tender Offer beyond 2022 is conditional on, inter alia, the
required shareholder authorities to be proposed at an annual
general meeting in respect of the relevant subsequent 12 month
period being passed.
Panel Waiver
As at the Latest Practicable Date the Investment Adviser held
17,319,759 Shares representing 37.39 per cent. of the voting rights
in the Company and has indicated to the Board that it does not
intend to tender any of its Shares pursuant to either of the 2022
Tender Offers.
Subject to the final size of each of the 2022 Tender Offers and
the other assumptions set out in Part 4 of the Circular, the
Investment Adviser could hold up to 45.58 per cent. of the share
capital of the Company following completion of each of the 2022
Tender Offers, which would result in the Investment Adviser being
required to make a Rule 9 Offer in cash to the remaining
Shareholders to acquire their Shares pursuant to the Takeover
Code.
However, the Panel has agreed to waive such obligation to make a
Rule 9 Offer, subject to the approval of the Whitewash Resolution,
to be proposed at the 2021 Annual General Meeting, by Independent
Shareholders voting on a poll. Each of the 2022 Tender Offers is
conditional on, inter alia, the Whitewash Resolution being passed.
The 2022 Tender Offers Resolution is conditional upon the passing
of the Whitewash Resolution and so will therefore have the benefit
of the Panel Waiver.
Part 4 of the Circular sets out further information in relation
to the Investment Adviser and the steps the Company has taken to
procure a waiver from the requirements of Rule 9 of the Takeover
Code in connection with the implementation of each of the 2022
Tender Offers.
The Panel Waiver obtained in respect of the 2022 Tender Offers
will expire at the same time as the shareholder authority sought to
implement the 2022 Tender Offers pursuant to the 2022 Tender Offers
Resolution. Until such time as the Investment Adviser's
shareholding exceeds 50 per cent. of the voting rights in the
Company, it is the Directors' intention to seek an annual renewal
of the Panel Waiver from the Panel in respect of any obligation
that may arise on a Shareholder to make a Rule 9 Offer as a
consequence of the implementation of a Tender Offer. However, the
Directors cannot guarantee that such a waiver will be obtained or
that the relevant Shareholder or Shareholders would not be required
to make a general offer to the remaining Shareholders to acquire
their Shares.
2021 Annual General Meeting
The 2021 Annual General Meeting has been convened for 11.00 a.m.
on 31 December 2021 to take place at the offices of the Company's
Administrator, Mainstream Fund Services (IOM) Limited, at
Millennium House, 46 Athol Street, Douglas, Isle of Man IM1 1JB. At
the 2021 Annual General Meeting, Shareholders will be asked to
consider and, if thought fit, pass resolutions relating to the
usual business at the Company's annual general meeting together
with the following resolutions:
Whitewash Resolution
The Whitewash Resolution is an ordinary resolution to be taken
on a poll by the Independent Shareholders, requiring votes in
favour to be cast by holders of not less than 50 per cent. of the
Shares which are voted on, to waive the obligation on the
Investment Adviser which would otherwise arise under Rule 9 of the
Takeover Code as a result of the implementation of the 2022 Tender
Offers. The Investment Adviser has undertaken not to vote on the
Whitewash Resolution.
2022 Tender Offers Resolution
The 2022 Tender Offers Resolution, which is conditional on the
Whitewash Resolution being passed, is an ordinary resolution
requiring, on a show of hands, more than 50 per cent. of
Shareholders voting to vote in favour of the 2022 Tender Offers
Resolution in order to be passed or, on a poll, votes in favour of
the 2022 Tender Offers Resolution to be cast by holders of more
than 50 per cent. of the Shares that are voted on the 2022 Tender
Offers Resolution.
Irrevocable Undertaking
The Investment Adviser has provided an irrevocable undertaking
to the Company that for so long as it holds the right to exercise
voting rights attaching to 30 per cent. or more of the issued share
capital of the Company it shall exercise such voting rights in
favour of any resolution proposed in order to give effect to the
Tender Offers. Accordingly, the Investment Adviser will vote in
favour of the 2022 Tender Offers Resolution at the 2021 Annual
General Meeting. The Investment Adviser will not be permitted to
vote on the Whitewash Resolution and has undertaken to the Company
that it will not do so.
Expected Timetable of Principal Events
Latest time and date for receipt 11.00 a.m. on 29 December
of Forms of Proxy in respect of 2021
the 2021 Annual General Meeting
2021 Annual General Meeting 11.00 a.m. on 31 December
2021
Results of 2021 Annual General Meeting 31 December 2021
announced((1))
2022 Tender Offers
March 2022 Tender Offer Announcement March 2022
in respect of the March 2022 Tender
Offer
September 2022 Tender Offer Announcement September 2022
in respect of the September 2022
Tender Offer
Notes:
((1)) If the Whitewash Resolution is not passed at the 2021
Annual General Meeting neither of the 2022 Tender Offers will
proceed and the Company will make a further announcement on
alternative proposals.
Each of the times and dates in the expected timetable may be
extended or brought forward without further notice. If any of the
above times and/or dates change, the revised time(s) and/or date(s)
will be notified to Shareholders by an announcement through a
Regulatory Information Service provider.
All references to times are to London times.
A copy of the Circular and the Annual Report will shortly be
available for inspection on the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and is
available for download from the Company's website
www.gulfinvestmentfundplc.com/publications .
Legal Entity Identifier: 2138009DIENFWKC3PW84
For further information:
Nicholas Wilson/Andrew Whamond +44 (0) 1624 692 600
Gulf Investment Fund plc
Ian Dungate/Suzanne Jones +44 (0) 1624 692600
Mainstream Fund Services (IOM) Limited
Alex Collins/Atholl Tweedie +44 (0) 20 7886 2500
Panmure Gordon
William Clutterbuck +44 (0) 20 7379 5151
Maitland
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