Gulf Investment Fund - Publication of circular, AGM and annual report
28/11/2022 10:30
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RNS Number : 7758H Gulf Investment Fund PLC 28 November 2022
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 2022
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 2023 (the "2023 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 2023 Tender Offers (in addition to the usual business at
the annual general meeting) to be held at 11.00 a.m. on 22 December 2022 (the
"2022 Annual General Meeting").
The Company's annual report and consolidated financial statements (the "Annual
Report") for the year ended 30 June 2022 has been posted to Shareholders with
the Circular and notice of the 2022 Annual General Meeting.
Capitalised terms and expressions shall have the same meanings as those
attributed to them in the Circular.
Background
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. The first such
Tender Offer of the Company 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 103.7 per cent., from US$1.0145 at 7 December 2017 to US$2.0667
(unaudited) as at 30 September 2022. This compares to the 54.3 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 17.44 cents per
Share during the same period. Including dividends, Shareholders have enjoyed a
total return of 133.7 per cent. compared to 82.5 per cent. from the S&P
GCC Index. The Company's return of 133.7 per cent. compares to the
peer-group's average return of 74.0 per cent. As at the Latest Practicable
Date, the Company's share price traded at a 2.4 per cent. premium to NAV and
has traded at an average discount of 1.0 per cent. over the last 12 months to
the Latest Practicable Date.
2023 Tender Offers
The Company is now seeking the requisite authorities required from its
Shareholders to undertake the 2023 Tender Offers at the 2022 Annual General
Meeting. The terms and conditions applicable to the 2023 Tender Offers, along
with certain other specific details in connection with the 2023 Tenders
Offers, are set out in the Circular.
In order to be able to offer the Tender Offers to Shareholders in March and
September 2023, the Company is required to seek Shareholder authorities to
implement a Tender Offer in March 2023 (the "March 2023 Tender Offer") and a
further Tender Offer in September 2023 (the "September 2023 Tender Offer") at
the 2022 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 2023 Tender Offers
shall be a post Tender Offer share capital of not less than 38,000,000 Shares
(the "2023 Minimum Size Condition").
For the avoidance of doubt, if the March 2023 Tender Offer fails to proceed
because the 2023 Minimum Size Condition could not be met, then the September
2023 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 2023 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 2023 Tender Offers is
conditional on, inter alia, the 2023 Tender Offers Resolution and the Rule 9
Waiver Resolution to be proposed at the 2022 Annual General Meeting being
passed. Completion of any subsequent Tender Offer beyond 2023 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 42.32 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 2023 Tender Offers.
Subject to the final size of each of the 2023 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 2023 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
2022 Annual General Meeting, by Independent Shareholders voting on a poll.
Each of the 2023 Tender Offers is conditional on, inter alia, the Rule 9
Waiver Resolution being passed. The 2023 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 2023 Tender Offers.
The Panel Waiver obtained in respect of the 2023 Tender Offers will expire at
the same time as the Shareholder authority sought to implement the 2023 Tender
Offers pursuant to the 2023 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.
2022 Annual General Meeting
The 2022 Annual General Meeting has been convened for 11.00 a.m. on 22
December 2022 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 2022 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
2023 Tender Offers. The Investment Adviser has undertaken not to vote on the
Rule 9 Waiver Resolution.
2023 Tender Offers Resolution
The 2023 Tender Offers Resolution, which is conditional on the Rule 9 Waiver
Resolution being passed, is being proposed as an ordinary resolution to
approve the 2023 Tender Offers.
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 2023 Tender Offers Resolution at the 2022 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 of Forms of Proxy in respect of the 2022 11.00 a.m. on 20 December 2022
Annual General Meeting
2022 Annual General Meeting 11.00 a.m. on 22 December 2022
Results of 2022 Annual General Meeting announced(¹) 22 December 2022
2023 Tender Offers
March 2023 Tender Offer Announcement in respect of the March 2023 Tender March 2023
Offer
September 2023 Tender Offer Announcement in respect of the September 2023 September 2023
Tender Offer
Notes:
(¹) If the Rule 9 Waiver Resolution is not passed at the 2022 Annual General
Meeting neither of the 2023 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
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and are available for
download from the Company's website www.gulfinvestmentfundplc.com/publications
(http://www.gulfinvestmentfundplc.com/publications) .
Legal Entity Identifier: 2138009DIENFWKC3PW84
For further information:
Andrew
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
+44 (0) 20 7886 2500
Panmure Gordon
William
Clutterbuck
+44 (0) 7785 292 617
Maitland/AMO
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