TIDMGIF
RNS Number : 6773X
Gulf Investment Fund PLC
27 December 2023
Legal Entity Identifier: 2138009DIENFWKC3PW84
27 December 2023
Gulf Investment Fund plc
(the "Company")
2023 Annual General Meeting Results
The Board of Gulf Investment Fund plc (GIF.L) announces that at
the Annual General Meeting ("AGM") held at 2.00 pm on 22 December
2023, all resolutions were duly passed on a poll. The results are
shown below.
Resolution 1 (Ordinary Resolution)
The Report of the Investment Manager and Investment Adviser,
Report of the Directors, Directors' Remuneration Report, Report of
the Independent Auditors and the Audited Financial Statements of
the Company for the year to 30 June 2023 were approved with
17,560,834 votes cast in favour, 7,892 votes cast against and 4,722
abstentions.
Resolution 2 (Ordinary Resolution)
The final dividend of USD 4.05 cents per ordinary share for the
year ended 30 June 2023 was approved with 17,560,834 votes cast in
favour, 7,892 votes cast against and 4,722 abstentions.
Resolution 3 (Ordinary Resolution)
KPMG Audit LLC Isle of Man were re-appointed as auditors of the
Company for the year ending 30 June 2024 with 17,555,868 votes cast
in favour, 11,421 votes cast against and 6,159 abstentions.
Resolution 4 (Ordinary Resolution)
Mr David Humbles who retires in accordance with the Articles of
Association was re-elected a director of the Company with
17,555,834 votes cast in favour, 9,951 votes cast against and 7,663
abstentions.
Resolution 5 (Ordinary Resolution)
Mr Patrick Grant who retires in accordance with the Articles of
Association was elected a director of the Company with 17,555,834
votes cast in favour, 9,951 votes cast against and 7,663
abstentions.
Resolution 6 (Ordinary Resolution)
That the Company generally and unconditionally be authorised to
make market purchases of shares of US$0.01 each provided that: (a)
the maximum aggregate number of shares that may be purchased is
6,011,470 (being the equivalent of 14.99% of the Company's issued
share capital as at 28 November 2023); (b) the minimum price
(excluding expenses) which may be paid for each share is US$0.01
being the nominal value per share; (c) the maximum price (excluding
expenses) which may be paid for each share is the higher of: (i)
105 per cent of the average market value of a share in the Company
for the five business days prior to the day the purchase is made;
and (ii) the value of a share calculated on the basis of the higher
of the price quoted for (I) the last independent trade of and (II)
the highest current independent bid for, any number of the
Company's shares on the trading venue where the purchase is carried
out; and (d) the authority conferred by this resolution shall
expire on 31 December 2024 or, if earlier, at the conclusion of the
Company's next annual general meeting save that the Company may,
before the expiry of the authority granted by this resolution,
enter into a contract to purchase shares which will or may be
executed wholly or partly after the expiry of such authority. All
Shares purchased pursuant to the above authority shall be either:
(i) held, sold, transferred or otherwise dealt with as treasury
shares; or (ii) cancelled immediately upon completion of the
purchase. The resolution was passed with 17,558,775 votes cast in
favour, 9,951 votes cast against and 4,722 abstentions.
Resolution 7 (Ordinary Resolution)
That the Company shall continue as a closed ended investment
company was approved with 17,559,287 votes cast in favour, 9,439
votes cast against and 4,722 abstentions.
Resolution 8 (Special Resolution)
That the provisions of Article 5A.2 of the Company's Articles of
Association requiring equity securities proposed to be issued for
cash, first to be offered to the members in proportion as nearly as
practicable to the number of existing equity securities held by
them respectively be and are hereby disapplied in relation to the
allotment or sale of Shares up to an aggregate maximum of 4,010,320
Shares, such authority to expire at the conclusion of the next
annual general meeting of the Company but so that the Company may,
before such expiry, make offers or agreements which would or might
require Shares to be allotted or sold or rights to subscribe for or
convert securities into Shares to be granted after such expiry and
the Directors may allot or sell Shares or grant rights to subscribe
for or convert securities into Shares pursuant to any such offer or
agreement as if this authority had not expired. The resolution was
passed with 17,208,287 votes cast in favour, 9,439 votes cast
against and 355,722 abstentions.
Resolution 9 (Ordinary Resolution)
THAT, the waiver granted by the Panel on Takeovers and Mergers
as described in the circular issued by the Company to its
shareholders on 28 November 2023 which contained the notice of
meeting (the "Circular"), of any requirement under Rule 9 of the
Takeover Code on the Investment Adviser to make a general offer to
the Shareholders of the Company as a result of the 2024 Tender
Offers was approved with 17,558,287 votes cast in favour, 9,439
votes cast against and 5,722 abstentions.
Resolution 10 (Ordinary Resolution)
THAT, subject to the passing of Resolution 9, in addition to any
existing authorities, the Company be and is hereby authorised to
make market purchases (within the meaning of section 13 of the
Companies Act 1992) of its Shares pursuant to the 2024 tender
offers on the terms set out in the Circular (the "2024 Tender
Offers") provided that: (a) the maximum number of Shares hereby
authorised to be purchased shall be 40,103,204; (b) the price which
may be paid for a Share shall be the Tender Price as defined in the
Circular (which in each case shall be both the maximum and the
minimum price); (c) unless renewed, the authority hereby conferred
shall expire on the earlier of (i) the completion of the September
2024 Tender Offer or (ii) one year from the date of passing of this
resolution; (d) the Company may make a contract or contracts to
purchase Shares under the authority hereby conferred prior to the
expiry of such authority which will or may be executed wholly or
partly after the expiry of such authority and may make a purchase
of Shares in pursuance of any such contract or contracts; and (e)
subject to the provisions of the Companies Acts, any of the Shares
so acquired will be cancelled. The resolution was passed with
17,558,775 votes cast in favour, 9,951 votes cast against and 4,722
abstentions.
A copy of the results will be submitted to the National Storage
Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
The total number of votes cast was 17,573,448 which represents
43.82% of the Company's total voting rights.
As disclosed in the Circular, in the event that the 2024 Tender
Offers become wholly unconditional and assuming that: (i) the
Investment Adviser does not participate in either of the 2024
Tender Offers (which it has confirmed it does not intend to do);
(ii) the Investment Adviser does not acquire any additional Shares
prior to the implementation of either of the 2024 Tender Offers;
(iii) the aggregate number of Shares that are validly tendered by
all other Shareholders represents the maximum number of Shares that
can be tendered under the 2024 Tender Offers whilst still
satisfying the 2024 Minimum Size Condition; and (iv) there are no
other changes to the Share Capital such that the aggregate number
of Shares in issue following completion of either of the 2024
Tender Offers will be equal to 38,000,000, it is expected that the
Investment Adviser will retain an interest in 17,319,758 Shares and
the Investment Adviser's interest in the voting rights of the
Company will increase to approximately 45.58 per cent.
For further information:
Anderson Whamond
Gulf Investment Fund plc +44 (0) 1624 630 400
Frazer Pickering/Suzanne Jones
Apex Corporate Services (IOM) Limited +44 (0) 1624 630 400
Alex Collins/Atholl Tweedie
Panmure Gordon +44 (0) 20 7886 2500
William Clutterbuck
Maitland/AMO +44 (0) 7785 292 617
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END
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