TIDMGIF
RNS Number : 8342U
Gulf Investment Fund PLC
28 November 2023
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR
ANY OTHER JURISDICTION WHERE TO DO SO MAY RESULT IN THE
CONTRAVENTION OF ANY REGISTRATION OR OTHER LEGAL REQUIREMENT OF
SUCH JURISDICTION
28 November 2023
Gulf Investment Fund PLC
(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 2024 (the "2024 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 2024 Tender Offers (in addition to the usual business
at the annual general meeting) to be held at 2.00 p.m. on 22
December 2023 (the "2023 Annual General Meeting").
The Company's annual report and consolidated financial
statements (the "Annual Report") for the year ended 30 June 2023
has been posted to Shareholders with the Circular and notice of the
2023 Annual General Meeting.
Capitalised terms and expressions shall have the same meanings
as those attributed to them in the Circular.
Background
Since September 2021, the Company has 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 believes that the implementation of the Tender
Offers should provide those Shareholders who want it with the
additional liquidity they require going forward. In addition, in
accordance with the requirements of the Articles of Association
shareholders are being asked to vote on the continuation of the
Company at the 2023 Annual General Meeting. 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 125.9 per cent., from US$1.0145 at 7
December 2017 to US$2.2918 (unaudited) as at 30 September 2023.
This compares to the 45.2 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 28.0 cents per
Share during the same period. Including dividends, Shareholders
have enjoyed a total return of 168.5 per cent. compared to 77.7 per
cent. from the S&P GCC Total Return Index. The Company's return
of 168.5 per cent. compares to the peer-group's average return of
75.5 per cent. As at the Latest Practicable Date, the Company's
share price traded at a 10.28 per cent. discount to NAV and has
traded at an average discount of 2.32 per cent. over the last 12
months to the Latest Practicable Date.
2024 Tender Offers
The Company is now seeking the requisite authorities required
from its Shareholders to undertake the 2024 Tender Offers at the
2023 Annual General Meeting. The terms and conditions applicable to
the 2024 Tender Offers, along with certain other specific details
in connection with the 2024 Tenders Offers, are set out in the
Circular.
In order to be able to offer the Tender Offers to Shareholders
in March and September 2024, the Company is required to seek
Shareholder authorities to implement a Tender Offer in March 2024
(the "March 2024 Tender Offer") and a further Tender Offer in
September 2024 (the "September 2024 Tender Offer") at the 2023
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 2024
Tender Offers shall be a post Tender Offer share capital of not
less than 38,000,000 Shares (the "2024 Minimum Size
Condition").
For the avoidance of doubt, if the March 2024 Tender Offer fails
to proceed because the 2024 Minimum Size Condition could not be
met, then the September 2024 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 2024 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 2024
Tender Offers is conditional on, inter alia, the 2024 Tender Offers
Resolution and the Rule 9 Waiver Resolution to be proposed at the
2023 Annual General Meeting being passed. Completion of any
subsequent Tender Offer beyond 2024 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
17,319,758 Shares representing 43.19 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 2024
Tender Offers.
Subject to the final size of each of the 2024 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 2024
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 Rule 9 Waiver
Resolution, to be proposed at the 2023 Annual General Meeting, by
Independent Shareholders voting on a poll. Each of the 2024 Tender
Offers is conditional on, inter alia, the Rule 9 Waiver Resolution
being passed. The 2024 Tender Offers Resolution is conditional upon
the passing of the Rule 9 Waiver 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 2024
Tender Offers.
The Panel Waiver obtained in respect of the 2024 Tender Offers
will expire at the same time as the Shareholder authority sought to
implement the 2024 Tender Offers pursuant to the 2024 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.
2023 Annual General Meeting
The 2023 Annual General Meeting has been convened for 2.00 p.m.
on 22 December 2023 to take place at the offices of the Company's
Administrator, Apex Corporate Services (IOM) Limited, at Exchange
House, 54-62 Athol Street, Douglas, Isle of Man IM1 1JD. At the
2023 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:
Rule 9 Waiver Resolution
The Rule 9 Waiver 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 2024 Tender
Offers. The Investment Adviser has undertaken not to vote on the
Rule 9 Waiver Resolution.
2024 Tender Offers Resolution
The 2024 Tender Offers Resolution, which is conditional on the
Rule 9 Waiver Resolution being passed, is being proposed as an
ordinary resolution to approve the 2024 Tender Offers.
Continuation resolution
The Articles of Association require the Company to propose an
ordinary resolution at the 2023 Annual General Meeting that the
Company continues in existence. In the event that the continuation
resolution is not passed, the Directors will be required to put
forward proposals to Shareholders to the effect that the Company be
wound up, liquidated, reorganised or unitised. If the continuation
resolution is passed, further continuation resolutions are required
to be proposed at every third annual general meeting
thereafter.
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 2024 Tender Offers Resolution at the 2023 Annual
General Meeting. The Investment Adviser will not be permitted to
vote on the Rule 9 Waiver Resolution and has undertaken to the
Company that it will not do so.
Expected Timetable of Principal Events
Latest time and date for receipt 2.00 p.m. on 20 December
of Forms of Proxy in respect of 2023
the 2023 Annual General Meeting
2023 Annual General Meeting 2.00 p.m. on 22 December
2023
Results of 2023 Annual General Meeting 22 December 2023
announced((1))
2024 Tender Offers
March 2024 Tender Offer Announcement March 2024
in respect of the March 2024 Tender
Offer
September 2024 Tender Offer Announcement September 2024
in respect of the September 2024
Tender Offer
Notes:
((1)) If the Rule 9 Waiver Resolution is not passed at the 2023
Annual General Meeting neither of the 2024 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 are
available for download from the Company's website
www.gulfinvestmentfundplc.com/publications .
Legal Entity Identifier: 2138009DIENFWKC3PW84
For further information:
Anderson Whamond
+44 (0) 1624 630 400
Gulf Investment Fund plc
Frazer Pickering/Suzanne Jones +44 (0) 1624 630 400
Apex Corporate Services (IOM) Limited
Alex Collins/Atholl Tweedie/Ashwin Kohli +44 (0) 20 7886
2500
Panmure Gordon
William Clutterbuck +44 (0) 7785 292 617
Maitland/AMO
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END
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