Gulf Investment Fund - Result of AGM
22/12/2022 12:00
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RNS Number : 6499K Gulf Investment Fund PLC 22 December 2022
Legal Entity Identifier: 2138009DIENFWKC3PW84
22 December 2022
Gulf Investment Fund plc
(the "Company")
2022 Annual General Meeting Results
The Board of Gulf Investment Fund plc (GIF.L) announces that at the Annual
General Meeting ("AGM") held today at 11.00 a.m, all resolutions were duly
passed on a poll. The results are shown below.
ORDINARY BUSINESS
Resolution 1
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
2022 were approved with 34,529,542 votes cast in favour, 8,948 votes cast
against and 14,784 abstentions.
Resolution 2
The final dividend of USD 3.51 cents per ordinary share for the year ended 30
June 2022 was approved with 34,529,542 votes cast in favour, 8,948 votes cast
against and 14,784 abstentions.
Resolution 3
KPMG Audit LLC Isle of Man was re-appointed as auditors of the Company for the
year ending 30 June 2023 with 34,528,972 votes cast in favour, 9,408 votes
cast against and 14,894 abstentions.
Resolution 4
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 6,134,980 (being the equivalent of
14.99% of the Company's issued share capital as at 28 November 2022); (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 29 December 2023 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, with
34,529,542 votes cast in favour, 8,948 votes cast against and 14,784
abstentions.
SPECIAL BUSINESS
Resolution 5 (Special Resolution)
That the rights of holders of equity securities in the Company to receive a
pre-emptive offer of equity securities pursuant to Article 5A.2 of the Company
Articles of Association shall be and is hereby excluded in respect of
4,092,715 shares, this exclusion to expire immediately prior to the annual
general meeting of the Company to be held in 2023, was approved with
34,520,452 votes cast in favour, 18,038 votes cast against and 14,784
abstentions.
Resolution 6 (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 2022
which contains this 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 2022 Tender Offers
was approved with 17,976,881 votes cast in favour, 14,132 votes cast against
and 14,894 abstentions (the Investment Adviser did not vote on this
resolution).
Resolution 7 (Ordinary Resolution)
THAT, subject to the passing of Resolution 6, 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 2023 tender offers on the terms set out in the Circular (the
"2023 Tender Offers") provided that: (a) the maximum number of Shares hereby
authorised to be purchased shall be 40,927,152; (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 2023 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 was approved
with 34,529,542 votes cast in favour, 8,948 votes cast against and 14,784
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
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
The total number of votes cast was 34,553,274 which represents 84.43% of the
Company's total voting rights.
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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