REG - Gulf Investment Fund - Result of AGM

Gulf Investment FundAnnouncement

27/12/2023 07:00

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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
(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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