REG - Gulf Investment Fund - Tender Offer
21/03/2024 07:00
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RNS Number : 6393H Gulf Investment Fund PLC 21 March 2024
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO, CANADA, JAPAN, NEW ZEALAND AND THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MAY RESULT IN THE
CONTRAVENTION OF ANY REGISTRATION OR OTHER LEGAL REQUIREMENT OF SUCH
JURISDICTION
21 March 2024
Legal Entity Identifier: 2138009DIENFWKC3PW84
Gulf Investment Fund PLC
("GIF" or the "Company")
Tender Offer
The Company announces the launch of the tender offer for up to 100 per cent.
of each Shareholder's holding in the Company, details of which were set out in
the circular of the Company dated 28 November 2023 (the "Circular"). This
tender offer is being proposed in line with the authority that was granted by
Shareholders at the Company's Annual General Meeting held on 22 December 2023
and is referred to as the March 2024 Tender Offer in the Circular (but
hereinafter referred to as the "Tender Offer").
Capitalised terms in this announcement ("Tender Offer Announcement"), unless
otherwise defined, have the same meanings given to them in the Circular. The
Circular is available to view on the Company's website at
https://www.gulfinvestmentfundplc.com/investor-relations/other-documents/
(https://www.gulfinvestmentfundplc.com/investor-relations/other-documents/) .
Outline of the Tender Offer
Shareholders on the Register at 5.30 p.m. on 26 March 2024 (the "Record Date")
are 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 the Record Date.
The Company's assets and liabilities will be valued as at 5.30 p.m. on 12
April 2024 (the "Calculation Date") and allocated between two pools - the
Continuing Pool and the Tender Pool - and the Investment Adviser will be
instructed to realise the assets allocated to the Tender Pool as soon as
practicable and the proceeds (after payment of tender costs) used to
repurchase the Tendered Shares (defined below).
The Tender Price will be determined once the Company's assets have been
allocated between the Continuing Pool and the Tender Pool, the assets
contained in the Tender Pool have been fully realised and all the liabilities
(including the costs of the proposals) to be borne by the Tender Pool have
been accounted for. In this regard, the costs associated with the Tender Offer
are expected to be approximately US$100,000. However, in accordance with the
terms of the Tender Offer, these costs are capped at 5 per cent. of the
unaudited realised value of the Tender Pool (after taking into account the
costs associated with the realisation of all the assets in the Tender Pool and
the Tender Pool's pro rata share of the Company's operating costs) and the
balance (if any) of the implementation costs will be borne by the Continuing
Pool. The Tender Price will be paid to Shareholders in US Dollars. Further
details on the terms and conditions of the Tender Offer are set out in full
below.
The Tender Offer is being made directly by the Company which will, on the
terms and subject to the conditions of the Tender Offer being satisfied,
purchase at the Tender Price the Shares validly tendered ("Tendered Shares").
Any Tendered Shares tendered will be cancelled.
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 any such tender offer would reduce the Company to such a size that it would
no longer be fit for purpose (this being a minimum size condition). The
minimum size condition in respect of the Tender Offer shall be a post Tender
Offer share capital of not less than 38,000,000 Shares (the "Minimum Size
Condition"). In the event that applications are received in respect of the
Tender Offer such that the number of Shares remaining in issue following
completion of the Tender Offer will be less than 38,000,000 Shares, meaning
that the Minimum Size Condition could not be met, the Tender Offer shall not
proceed. The Company will announce via a Regulatory Information Service on 12
April 2024 (the "Confirmation Date") whether the Minimum Size Condition has
been met and, accordingly, whether the Tender Offer will proceed.
In addition to the Minimum Size Condition, the Tender Offer is conditional,
inter alia, on the Company satisfying the distributable profits requirements
under Isle of Man law at the time of the Tender Offer and the other conditions
more fully set out in the terms and conditions of the Tender Offer (set out
below in full).
The Circular provides more information in relation to the Tender Offer,
including, inter alia, certain risks relating to the Tender Offer (contained
in paragraph A of Part 8 of the Circular) and a general guide relating to
taxation in the United Kingdom based on UK law and HMRC's published practice
as at the date of the Circular (contained in Part 6 of the Circular).
Intentions of the Investment Adviser
The Investment Adviser has indicated its intention to remain invested in the
Company and will not participate in the Tender Offer.
Expected Timetable of Principal Events
The expected timetable for the Tender Offer is as follows:
Tender Offer opens 21 March 2024
Record Date for participation in the Tender Offer 5.30 p.m. on 26 March 2024
Latest time and date for receipt of Tender Forms and/or for settlement of TTE 1.00 p.m. on 11 April 2024
Instructions in respect of the Tender Offer (the "Closing Date")
Confirmation Date and announcement regarding the Minimum Size Condition(1) 12 April 2024
If the Minimum Size Condition is satisfied:
Calculation Date 5.30 p.m. on 12 April 2024
Establishment of Tender Pool and Continuing Pool 15 April 2024
Realisation of the Tender Pool commences 16 April 2024
Realisation of the final assets in the Tender Pool announced; Tender Price as soon as practicable after commencement of the realisation of the Tender
announced; cheque despatched and CREST accounts credited with proceeds in Pool
respect of successfully Tendered Shares; balancing certificates despatched and
CREST accounts credited in respect of unsold Shares
Notes:
1 The Company will announce via a Regulatory Information Service provider on
the Confirmation Date whether the Minimum Size Condition has been met. If the
Minimum Size Condition is not met the Tender Offer will not proceed and the
Company 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.
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.
Legal Entity Identifier: 2138009DIENFWKC3PW84
For further information:
Anderson
Whamond
Via Apex Corporate Services
Gulf Investment Fund plc
Frazer Pickering/Suzanne Jones
+44 (0) 1624 630400
Apex Corporate Services (IOM) Limited
Alex Collins/Atholl
Tweedie
+44 (0) 20 7886 2500
Panmure Gordon
William
Clutterbuck
+44 (0) 20 7379 5151
Maitland/AMO
Terms and Conditions of the Tender Offer
1. Tenders
1.1. All Shareholders (other than Restricted Shareholders) on the Register
as at the Record Date may tender some or all of their Shares held at the
Record Date for purchase by the Company on and subject to these terms and
conditions set out in this Tender Offer Announcement and, in respect of
Shareholders holding their Shares in certificated form, the Tender Form.
1.2. This Tender Offer Announcement is available to download from the
Company's website at
https://www.gulfinvestmentfundplc.com/investor-relations/other-documents/
(https://www.gulfinvestmentfundplc.com/investor-relations/other-documents/) .
The Circular is available to view or download on the Company's website at
https://www.gulfinvestmentfundplc.com/investor-relations/other-documents/
(https://www.gulfinvestmentfundplc.com/investor-relations/other-documents/) .
Apex Corporate Services (IOM) Limited will send by post to the registered
holders of Shares in certificated form a hard copy of this Tender Offer
Announcement and a hard copy personalised Tender Form for use in connection
with the Tender Offer. For an additional or replacement of the hard copy
Tender Form, this can be requested from the Receiving Agent, Link Group,
Corporate Actions, Central Square, 29 Wellington Street, Leeds LS1 4DL.
1.3. Changes of a technical or administrative nature to these terms and
conditions may be made at the Directors' discretion and will be published on
the Company's website at
https://www.gulfinvestmentfundplc.com/investor-relations/other-documents/
(https://www.gulfinvestmentfundplc.com/investor-relations/other-documents/) .
Shareholders accepting the Tender Offer will be deemed to have accepted such
changes, if any.
1.4. Shareholders are not obliged to tender any Shares during the Tender
Offer. If Shareholders wish to continue their existing investment in the
Company at the same level, they should not return the Tender Form or TTE
Instruction (in CREST) in respect of the Tender Offer.
1.5. Tender Purchases will be made at the Tender Price. The Company will
calculate the Tender Price for the Tender Offer in accordance with the
provisions set out in paragraph 4 of these terms and conditions. The
calculations approved by the Directors will be conclusive and binding on all
Shareholders. The consideration for each Tender Purchase will be paid in
accordance with the settlement procedures set out in paragraph 6.4 below.
1.6. Subject to the Tender Offer becoming unconditional and unless the
Tender Offer has been terminated, the Company will purchase the validly and
successfully tendered Shares of Shareholders in accordance with these terms
and conditions.
2. Conditions, suspension and termination
2.1. In structuring the Tender Offer, the Board has sought to provide a
mechanism through which to provide liquidity to those Shareholders that want
it and, for those Shareholders who wish to continue their investment in the
Company, to provide some assurance as to its minimum size.
2.2. The Tender Offer is subject to the following conditions:
2.2.1. the Minimum Size Condition - the Company will announce
via a Regulatory Information Service on the Confirmation Date whether the
Minimum Size Condition has been met and, accordingly, whether the Tender Offer
will proceed;
2.2.2. the Company satisfying the distributable profits
requirements under Isle of Man law at the time of the Tender Offer; and
2.2.3. the Tender Offer not having been terminated in accordance
with this paragraph 2.2 prior to the fulfilment of the conditions referred to
in sub-paragraphs 2.2.1 to 2.2.2 above.
2.3. It would not be in the interests of Shareholders to be invested in a
sub-scale illiquid fund. Accordingly, the Company shall not be obliged to
proceed with the Tender Offer where the Minimum Size Condition is not met. In
the event that validly completed Tender Forms or TTE Instructions are received
in relation to the Tender Offer in respect of such aggregate number of Shares
which means that the Minimum Size Condition cannot be met, 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 not purchase Shares pursuant to the Tender Offer
unless the applicable conditions have been satisfied in full (or waived, where
applicable).
2.4. If the Directors, at any time prior to effecting the purchase of the
Tendered Shares in respect of the Tender Offer consider, in their opinion
acting reasonably that (i) there has occurred a change in national or
international financial, economic, political or market conditions such that it
has either become impractical or inappropriate for the Company to dispose of
its investments without materially harming Shareholders as a whole, including
amongst other things, the cost of realisation of investments having become
excessive, (ii) the completion of the purchase of Shares under the Tender
Offer would have unexpected adverse fiscal consequences (whether by reason of
a change in legislation or practice or otherwise) for the Company or its
Shareholders if the Tender Offer were to proceed, or (iii) it is no longer in
the best interests of the Company or Shareholders to proceed with the Tender
Offer, the Company may either terminate the Tender Offer or postpone the
completion of the Tender Offer for up to 30 Business Days, after which the
Tender Offer, if and to the extent not then completed by reason of the
postponement circumstances continuing, will lapse.
3. Announcement of the Tender Offer and Minimum Size Condition
3.1. At the Confirmation Date, the Company will announce details of the
aggregate number of Shares in respect of which validly completed Tender Forms
have been received, whether the Minimum Size Condition has been met and
therefore whether the Tender Offer will proceed. If the Minimum Size Condition
is not satisfied the Tender Offer will not proceed. If the Minimum Size
Condition is satisfied all of the Company's assets and liabilities will be
valued and allocated between the Continuing Pool and the Tender Pool on the
basis set out under paragraph 4 (Tender Price) below.
4. Tender Price
4.1. The Tender Price will be calculated in accordance with this paragraph 4
and will be announced once all the assets in the Tender Pool have been fully
realised which will be as soon as practicable after the commencement of the
realisation of the Tender Pool.
4.2. The assets and liabilities of the Company will be allocated between the
Continuing Pool and the Tender Pool on the Calculation Date by the Directors
(in consultation with the Company's advisers) on the basis set out below.
4.3. The Tender Offer Formula Asset Value is an amount representing the
proportionate value of the Company attributable to the Tendered Shares and
will be calculated on the Calculation Date on the following basis:
Tender Offer Formula Asset Value = (i) NAV per Share on Calculation Date
multiplied by
(ii) the number of Tendered Shares
4.4. The Tender Offer Formula Asset Value determines the initial allocation
of assets to the Tender Pool after which it will be operated as described
below.
4.5. Following the allocation of assets and liabilities to the Continuing
Pool and the Tender Pool, the Board will instruct the Investment Adviser to
commence realisation of the assets comprising the Tender Pool.
4.6. The Tender Pool will bear all costs associated with the realisation
of such assets. The Tender Pool will also bear its share of the operating
costs of the Company on a pro rata basis. All changes in value of the assets
allocated to the Tender Pool will be attributable solely to the Tender Pool.
The Tender Pool will also bear the costs associated with the implementation of
the Tender Offer, although the costs associated with the implementation of the
Tender Offer which are to be borne by the Tender Pool will be capped at 5 per
cent. of the unaudited realised value of the Tender Pool (after taking into
account the costs associated with the realisation of all the assets in the
Tender Pool and the Tender Pool's pro rata share of the Company's operating
costs) and the balance (if any) of the implementation costs will be borne by
the Continuing Pool. Following the date upon which all of the assets
comprising the Tender Pool have been fully realised, and all liabilities to be
borne by the Tender Pool (other than any stamp duty or stamp duty reserve tax
payable) met, the Directors will select a date upon which the Final Tender
Offer Asset Value of the Tender Pool will be calculated (the "Tender Pool
Determination Date").
4.7. The Final Tender Offer Asset Value will equal the
unaudited Net Asset Value of the assets in the Tender Pool on the Tender Pool
Determination Date (which for the avoidance of doubt will take account of the
costs of realisation of the Tender Pool) less any stamp duty or stamp duty
reserve tax arising on the repurchase of Shares by the Company. The Tender
Pool Determination Date will be as soon as practicable following realisation
of the assets in, and accounting for liabilities (other than any stamp duty or
stamp duty reserve tax to be payable) to be borne by, the Tender Pool.
4.8. If prior to the Tender Pool Determination Date the
non-cash assets remaining in the Tender Pool represent 10 per cent. or less of
the Tender Pool's initial value and the Directors believe that it would be in
the best interests of the Tendering Shareholders to complete the realisation
of the Tender Pool, they will direct the Investment Adviser to sell the
remaining assets of the Tender Pool at the best price available, failing which
such assets will be transferred to the Continuing Pool at a price to be
determined by the Directors taking into account the fact that the assets
cannot otherwise be fully realised in a timely and value-effective manner.
4.9. The Tender Price will be determined by the Company (in
consultation with its advisers) as soon as practicable after the assets in the
Tender Pool have been fully realised and all the liabilities (including, inter
alia, the (capped) costs of implementing the Tender Offer) to be borne by the
Tender Pool have been accounted for. The Tender Price will be an amount equal
to the Final Tender Offer Asset Value divided by the total number of Tendered
Shares (rounded down to four decimal places) in each case on the Tender Pool
Determination Date.
4.10. The Tender Price will be paid to Shareholders in US Dollars
and will be effected by the despatch of cheques drawn on an account of a
branch of a United Kingdom clearing bank, or the crediting of CREST accounts
as appropriate.
Allocation of assets to the Continuing Pool and the Tender Pool
4.11. The assets and liabilities of the Company will be allocated
between the Continuing Pool and the Tender Pool on the Calculation Date by the
Directors (in consultation with the Company's advisers) on the basis set out
below:
4.11.1. all liabilities recognised in the Company's accounting records
will be allocated to the Continuing Pool;
4.11.2. all debtors and other receivables will be allocated to the
Continuing Pool;
4.11.3. any investments whose quotation has been suspended and any
other assets which the Directors consider it would be inappropriate to
transfer to the Tender Pool (for example, stocks subject to corporate actions)
will be allocated to the Continuing Pool at the value reflected in the
accounting records (which will reflect the Directors' assessment of fair
value);
4.11.4. all quoted investments, other than those included under
paragraph 4.11.3 above, and such other investments as the Directors determine,
will be allocated pro rata between the Continuing Pool and the Tender Pool by
reference to the respective values of each pool. For such purposes the
calculations will be rounded to the nearest whole number of securities for
each security so allocated or otherwise as the Directors determine; and
4.11.5. the near cash assets of the Company will be divided in
whatever proportion is necessary such that the net assets attributable to the
Tender Pool are equal to the Tender Offer Formula Asset Value and the net
assets attributable to the Continuing Pool are equal to the Net Asset Value of
the Company less the Tender Offer Formula Asset Value.
4.12. In allocating and/or valuing assets and liabilities pursuant
to this paragraph 4, the Directors shall be entitled, in any case where the
proper allocation of an asset or liability is in doubt, or where the valuation
of any asset or liability or the allocation of an asset or liability in
accordance with any of the above provisions is, in the opinion of the
Directors, incorrect or unfair, to adopt an alternative basis of allocation or
method of valuation (as the case may be) and to allocate assets as the
Directors fairly consider.
4.13. The net asset value of the assets and liabilities allocated on
the establishment of the Tender Pool will equal the Tender Offer Formula Asset
Value (calculated in accordance with this paragraph 4). The Company's assets
and liabilities will be valued as at the Calculation Date and thereafter
allocated between the Continuing Pool and the Tender Pool on the basis set out
above. The Investment Adviser will be instructed by the Board to realise the
assets allocated to the Tender Pool as soon as possible.
4.14. The Tender Pool will bear the costs of realising the assets in
the Tender Pool and the amount of any stamp duty or stamp duty reserve tax
payable on the repurchase by the Company of the Shares. Shareholders who
validly tender some or all of their Shares will receive a pro rata share of
the net proceeds of the Tender Pool, less associated costs. The assets of the
Tender Pool will be fully realised as soon as practicable after the
commencement of the realisation of the Tender Pool such that final cash
payments can be made to the Tendering Shareholders as soon as practicable
thereafter. However, under the Tender Offer the Company reserves the right to
defer the Tender Pool realisations and/or cash payments if the Board believes
this to be in the best interests of Shareholders as a whole.
4.15. If prior to the Tender Pool Determination Date the non-cash
assets remaining in the Tender Pool represent 10 per cent. or less of the
Tender Pool's initial value and the Directors believe that it would be in the
best interests of the Tendering Shareholders to complete the realisation of
the Tender Pool, they will direct the Investment Adviser to sell the remaining
assets of the Tender Pool at the best price available, failing which such
assets will be transferred to the Continuing Pool at a price to be determined
by the Directors taking into account the fact that the assets cannot otherwise
be fully realised in a timely and value-effective manner.
4.16. The Investment Adviser will prepare, or procure the
preparation of, the calculation of the Net Asset Value, the Tender Offer
Formula Asset Value, the value of the Tender Pool, the Final Tender Offer
Asset Value and the Tender Price. All of such calculations shall be subject to
review and approval by the Board (in consultation with its advisers). In the
event of a dispute regarding any such calculations, such dispute will be
determined by a chartered accountant selected by agreement between the Company
and the Investment Adviser, or, in default of such agreement, within 14 days
of the relevant date on which the calculation is made, selected by the
President for the time being of the Institute of Chartered Accountants in
England and Wales. Such chartered accountant will act as an expert and not as
an arbitrator and their determination shall be final and legally binding on
all parties, provided that any such chartered accountant will be bound by any
basis of allocation or method of valuation agreed between the Investment
Adviser and the Company.
5. Procedure for tendering Shares
5.1. There are different procedures for tendering Shares
depending on whether the Shares are held in certificated or uncertificated
form (i.e. in CREST).
5.2. Shareholders (other than Restricted Shareholders) who
hold Shares in certificated form must complete, sign and return a Tender Form
in accordance with paragraph 5.4 below and the instructions printed on the
Tender Form.
5.3. If the Shares are held in uncertificated form (i.e. in
CREST) they may be tendered only by sending a TTE Instruction in accordance
with the procedure set out in paragraph 5.5 below. Shareholders should send
separate TTE Instructions for Shares held under different member account IDs.
5.4. Shares held in certificated form (that is, not in CREST)
5.4.1. To tender your Shares held in certificated form, you must
complete, sign and return a Tender Form (a personalised hard copy being sent
by Apex Corporate Services (IOM) Limited to registered holders of Shares held
in certificated form) together with the relevant share certificate(s) and/or
other documents of title in accordance with the instructions printed on the
Tender Form (which shall be deemed to form part of the Tender
Offer).
5.4.2. Shareholders (other than Restricted Shareholders) should
complete separate Tender Forms for Shares held in certificated form but under
different designations. The share certificate(s) and/or other document(s) of
title should be returned with the Tender Form(s). Additional or replacement
Tender Forms will be available from the Receiving Agent, whose details are as
follows: Link Group, Corporate Actions, Central Square, 29 Wellington Street,
Leeds LS1 4DL.
5.4.3. The completed and signed Tender Form should be sent by post to
the Receiving Agent so as to arrive as soon as possible and in any event not
later than the Closing Date. Tender Forms received after this time may be
rejected. No acknowledgement of receipt of documents will be given. Any Tender
Form received in an envelope postmarked from a Restricted Territory or
otherwise appearing to the Company or its agents to have been sent from any
Restricted Territory may be rejected as an invalid tender. Further provisions
relating to Restricted Shareholders are contained in paragraph 11 (Restricted
Shareholders and other Overseas Shareholders) below.
5.4.4. If your share certificate(s) and/or other document(s) of title
are not readily available (for example, if they are with your stockbroker,
bank or other agent), the Tender Form should nevertheless be completed, signed
and returned as described above so as to be received by the Receiving Agent no
later than the Closing Date together with any share certificate(s) and/or
other document(s) of title you may have available, accompanied by a letter
stating that the (remaining) share certificate(s) and/or other document(s) of
title will be forwarded as soon as possible thereafter and, in any event, no
later than the Closing Date.
5.4.5. The Receiving Agent, acting as the Company's agent, will effect
such procedures as are required to transfer your Shares to the Company under
the Tender Offer.
5.4.6. If you have lost your share certificate(s) and/or other
document(s) of title, you should write to the Registrar at Link Group, Central
Square, 29 Wellington Street, Leeds LS1 4DL to request a letter of indemnity
in respect of the lost share certificate(s) which, when completed in
accordance with the instructions given, should be returned to the Registrar to
the same address so as to be received no later than the Closing Date.
5.5. Shares held in uncertificated form (that is, in CREST)
5.5.1. If the Shares you wish to tender are held in uncertificated
form do not complete a Tender Form. You should take (or procure to be taken)
the action set out below to transfer (by means of a TTE Instruction) the
number of Shares held as at the Record Date which you wish to tender in
respect of the Tender Offer to an escrow balance, specifying the Receiving
Agent in its capacity as a CREST receiving agent under its participant ID
(referred to below) as the escrow agent, as soon as possible and, in any
event, so that the TTE Instruction settles not later than the Closing Date.
5.5.2. If you are a CREST sponsored member, you should refer to your
CREST sponsor before taking any action. Your CREST sponsor will be able to
confirm details of your participant ID and the member account ID under which
your Shares are held. In addition, only your CREST sponsor will be able to
send the TTE Instruction to Euroclear UK & International in relation to
the Shares which you wish to tender.
5.5.3. You should send (or, if you are a CREST sponsored member,
procure that your CREST sponsor sends) a TTE Instruction to Euroclear UK &
International, which must be properly authenticated in accordance with
Euroclear UK & International's specification and which must contain, in
addition to other information that is required for the TTE Instruction to
settle in CREST, the following details:
● the ISIN number of the Shares which is
IM00B1Z40704;
● the number of uncertificated Shares to be
transferred to an escrow balance;
● your member account ID;
● your participant ID;
● the participant ID of the escrow agent, Link Group
in its capacity as a CREST receiving agent, which is RA10;
● the member account ID of the escrow agent, Link
Group in its capacity as a CREST receiving agent, which is 22384GUL;
● the Corporate Action Number for the Tender Offer.
This is allocated by Euroclear UK & International and can be found by
viewing the relevant corporate action details in CREST;
● the intended settlement date for the TTE
Instruction;
● input with the standard delivery instruction,
priority 80; and
● a contact telephone number to be inserted in the
shared note field.
5.5.4. After settlement of the TTE Instruction, you will not be able
to access the Shares concerned in CREST for any transaction or for charging
purposes, notwithstanding that they will be held by the Receiving Agent as
your escrow agent until completion or termination or lapsing of the Tender
Offer. If the Tender Offer becomes wholly unconditional, the Receiving Agent
will transfer the Shares which are accepted for purchase by the Company to
itself as the Shareholder's agent for onward sale to the Company.
5.5.5. You are recommended to refer to the CREST Manual published by
Euroclear UK & International for further information on the CREST
procedures outlined above.
5.5.6. In addition, you should arrange separate TTE Instructions for
Shares held in uncertificated form but under different member account IDs.
5.5.7. You should note that Euroclear UK & International does not
make available special procedures in CREST for any particular corporate
action. Normal system timings and limitations will therefore apply in
connection with a TTE Instruction and its settlement. You should therefore
ensure that all necessary action is taken by you (or by your CREST sponsor) to
enable a TTE Instruction relating to your Shares to settle prior to the
Closing Date. In connection with this, you are referred in particular to those
sections of the CREST Manual concerning practical limitations of the CREST
system and timings.
5.5.8. Normal CREST procedures (including timings) apply in relation
to any Shares that are, or are to be, converted from uncertificated to
certificated form, or from certificated to uncertificated form, during the
course of the Tender Offer (whether such conversion arises as a result of a
transfer of Shares or otherwise). Shareholders who are proposing to convert
any such Shares are recommended to ensure that the conversion procedures are
implemented in sufficient time to enable the person holding or acquiring the
Shares as a result of the conversion to take all necessary steps in connection
with such person's participation in the Tender Offer (in particular, as
regards delivery of share certificates and/or other documents of title or
transfer to an escrow balance as described above) prior to the Closing Date.
5.6. Validity of Tender Forms and TTE Instructions
5.6.1. Notwithstanding the powers in paragraph 11.5 below, the Company
reserves the right to treat as valid only Tender Forms and TTE Instructions
which are received entirely in order by the Closing Date, which are
accompanied (in the case of Shares held in certificated form) by the relevant
share certificate(s) and/or other document(s) of title or a satisfactory
indemnity in lieu in respect of the entire number of Shares tendered.
5.6.2. Notwithstanding the completion of a valid Tender Form or
sending of a TTE Instruction, the Tender Offer may be suspended, terminate or
lapse in accordance with these terms and conditions.
5.6.3. The decision of the Company as to which Shares have been
validly tendered shall be conclusive and binding on Shareholders who
participate in the Tender Offer.
5.7. Information on procedure for tendering
If you have any queries regarding the procedure for tendering your Shares
please contact the Company's Receiving Agent on +44 (0)371 664 0321. Calls are
charged at the standard geographic rate and will vary by provider. Different
charges may apply to calls from mobile telephones. Calls from outside the
United Kingdom will be charged at the applicable international rate. Lines are
open between 9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays
in England and Wales. Please note that the Receiving Agent cannot provide any
financial, legal or tax advice and calls may be recorded and monitored for
security and training purposes.
6. Announcement of the results of the Tender Offer, the Tender Price and
settlement
6.1. Unless terminated in accordance with these terms and
conditions, the Tender Offer will close for Shareholders on the Closing Date.
On the Confirmation Date, the Company will release an announcement via a
Regulatory Information Service informing Shareholders of the aggregate number
of Shares in respect of which Tender requests have been made. If the
Directors, in their sole discretion, decide not to proceed with the Tender
Offer for the reasons described in paragraph 2.3 above, the Tender Offer will
not proceed. In such event, 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. If the Tender Offer is to
proceed, the Directors will make arrangements for all of the Company's assets
and liabilities to be valued and allocated between the Continuing Pool and the
Tender Pool on the basis set out in paragraph 4 above.
6.2. Delivery of cash to Shareholders for the Shares to be
purchased pursuant to the Tender Offer will be made by the Receiving Agent on
behalf of the Company. The Receiving Agent will act as agent for Tendering
Shareholders for the purpose of receiving the cash and transmitting such cash
to Tendering Shareholders. Interest will not be paid on the cash to be paid by
the Company regardless of any delay in making such payment.
6.3. If any Tendered Shares are not purchased because of an
invalid tender, the lapse or termination of the Tender Offer or otherwise,
relevant share certificate(s) evidencing any such Shares and other document(s)
of title, if any, will be returned or sent by post at such Shareholder's risk
as promptly as practicable, to the relevant tendering Shareholder, or, in the
case of Shares held in uncertificated form (that is, in CREST), the Receiving
Agent will provide instructions to Euroclear UK & International to
transfer all Shares held in escrow balances by TFE Instruction to the original
available balances to which those Shares relate.
6.4. For the Tender Offer, settlement of the consideration to
which any Shareholder is entitled pursuant to valid tenders accepted by the
Company is expected to be made as follows in accordance with the timetable set
out by the Company in respect the Tender Offer:
6.4.1. Shares held in certificated form (that is, not in CREST)
Where an accepted tender relates to Shares held in certificated form, cheques
for the consideration due will be despatched by the Receiving Agent by first
class post to the person or agent whose name and address is set out in Box 1
(or, if relevant, Box 4A or 4B of the Tender Form), or if none is set out, to
the registered address of the tendering Shareholder or, in the case of joint
holders, the address of the first named. All cash payments will be made in US
Dollars by cheque drawn on a UK clearing bank.
6.4.2. Shares held in uncertificated form (that is, in CREST)
Where an accepted tender relates to Shares held in uncertificated form, the
consideration due will be paid through CREST by the Receiving Agent (on behalf
of the Company) procuring the creation of a CREST payment in favour of the
tendering Shareholder's payment bank in accordance with the CREST payment
arrangements.
6.4.3. Timing of settlement
The payment of any consideration to Shareholders for Tender Purchases will be
made only after the relevant TTE Instruction has settled or (as the case may
be) timely receipt by the Receiving Agent of share certificate(s) and/or other
requisite document(s) of title evidencing such Shares and any other documents
required for the Tender Offer.
6.5. If only part of a holding of Shares is sold pursuant to
the Tender Offer then:
6.5.1. where the Shares are held in certificated form (that is, not in
CREST), the relevant Shareholder will be entitled to receive a certificate in
respect of the balance of the remaining Shares; and
6.5.2. where the Shares are held in uncertificated form (that is, in
CREST), unsold Shares will be transferred by Link Group by means of a TFE
Instruction to the original available balance from which those Shares came.
6.6. The Tender Price will be announced by the Company once
all the assets in the Tender Pool have been fully realised which will be as
soon as practicable after the commencement of the realisation of the Tender
Pool. Tender Purchases will result in the relevant number of Shares purchased
being cancelled and therefore the percentage voting rights attached to the
remaining Shares in issue will increase proportionately. Accordingly, the
announcement will also contain information notifying Shareholders of the
percentage increase in voting rights attaching to each of the Shares remaining
in issue.
7. Representations and Warranties - Tenders by means of a Tender Form
7.1. Each Shareholder by whom, or on whose behalf, a Tender
Form is executed irrevocably undertakes, represents, warrants and agrees to
and with the Company (so as to bind itself and its personal representatives,
heirs, successors and assigns) that:
7.1.1. the execution of the Tender Form shall constitute an offer to
sell to the Company such Shareholder's entire holding of Shares if Box 2A is
completed, or such number of Shares as is inserted in Box 2B of the Tender
Form, in each case, on and subject to these terms and conditions and the
Tender Form and that, once lodged, such offer shall be irrevocable;
7.1.2. if in the Company's determination, in its absolute discretion,
an entry has been made in Box 2B which is greater than the number of Shares
held by the Shareholder to whom the Tender Form relates as at the Record Date,
then, provided that the Tender Form is otherwise in order and accompanied by
all other relevant documents, the tender will be deemed to be a tender in
respect of all the Shares held by that Shareholder as stated in Box 1;
7.1.3. such Shareholder has full power and authority to tender, sell,
assign or transfer the Shares in respect of which such offer is accepted
(together with all rights attaching thereto) and, when the same are purchased
by the Company, it will acquire such Shares with full title guarantee and free
from all liens, charges, encumbrances, equitable interests, rights of
pre-emption or other third party rights of any nature and together with all
rights attaching thereto on or after the Closing Date, including the right to
receive all dividends and other distributions declared, paid or made after
that date;
7.1.4. the execution of the Tender Form will, subject to the Tender
Offer becoming wholly unconditional, constitute the irrevocable appointment of
any Director or officer of the Company as such Shareholder's attorney and/or
agent ("attorney"), and an irrevocable instruction to the attorney to complete
and execute all or any instruments of transfer and/or other documents at the
attorney's discretion in relation to the Shares referred to in paragraph 7.1.1
above in favour of the Company or such other person or persons as the Company
may direct and to deliver such instrument(s) of transfer and/or other
documents at the discretion of the attorney, together with the share
certificate(s) and/or other document(s) relating to such Shares, for
registration within six months of the Tender Offer becoming unconditional and
to do all such other acts and things as may in the opinion of such attorney be
necessary or expedient for the purpose of, or in connection with, the Tender
Offer and to vest such Shares in the Company or its nominee(s) or such other
person(s) as the Company may direct;
7.1.5. such Shareholder agrees to ratify and confirm each and every
act or thing which may be done or effected by the Company or any of its
Directors or officers or any person nominated by the Company in the proper
exercise of its or their powers and/or authorities hereunder;
7.1.6. such Shareholder will deliver to the Receiving Agent their
share certificate(s) and/or other document(s) of title in respect of the
Shares referred to in paragraph 7.1.1 above, or an indemnity acceptable to the
Company in lieu thereof, or will procure the delivery of such document(s) to
the Receiving Agent as soon as possible thereafter and, in any event, no later
than the Closing Date;
7.1.7. such Shareholder shall do all such acts and things as shall be
necessary or expedient and execute any additional documents deemed by the
Company to be desirable, in each case to complete the purchase of the Shares
and/or to perfect any of the authorities expressed to be given hereunder;
7.1.8. if such Shareholder is an Overseas Shareholder, (a) he is not
in a Restricted Territory or in any territory in which it is unlawful to make
or accept the Tender Offer, (b) he has fully observed any applicable legal and
regulatory requirements of the territory in which such Overseas Shareholder is
resident or located, and (c) the invitation under the Tender Offer may be made
to and accepted by him under the laws of the relevant jurisdiction;
7.1.9. such Shareholder has not received or sent copies or originals
of this Tender Offer Announcement or Tender Form or any related documents (or
previously, the Circular) to a Restricted Territory and has not otherwise
utilised in connection with the Tender Offer, directly or indirectly, the
mails or any means or instrumentality (including, without limitation,
facsimile transmission, internet, telex and telephone) of interstate or
foreign commerce, or of any facility of a national securities exchange, of any
Restricted Territory, that the Tender Form has not been mailed or otherwise
sent in, into or from any Restricted Territory and that such Shareholder is
not tendering any Shares pursuant to the Tender Offer from any Restricted
Territory;
7.1.10. the provisions of the Tender Form shall be deemed to be
incorporated into these terms and conditions;
7.1.11. the despatch of a cheque in respect of the Tender Price to a
Shareholder at his/her registered address or such other address as is
specified in the Tender Form will constitute a complete discharge by the
Company of its obligations to make such payment to such Shareholder;
7.1.12. on execution the Tender Form takes effect as a deed; and
7.1.13. the execution of the Tender Form constitutes such Shareholder's
submission to the non-exclusive jurisdiction of the High Court of England and
Wales (the "Court") in relation to all matters arising out of or in connection
with the Tender Offer or Tender Form.
7.2. A reference in this paragraph 7 to a Shareholder includes
a reference to the person or persons executing the Tender Form and in the
event of more than one person executing a Tender Form, the provisions of this
paragraph will apply to them jointly and to each of them.
8. Representations and Warranties - Tenders through CREST
8.1. Each Shareholder by whom, or on whose behalf, a tender
through CREST via a TTE Instruction is made irrevocably undertakes,
represents, warrants and agrees to and with the Company (so as to bind itself
and its personal representatives, heirs, successors and assigns) that:
8.1.1. the input of the TTE Instruction shall constitute an offer to
sell to the Company such number of Shares as are specified in the TTE
Instruction or deemed to be tendered, in each case, on and subject to these
terms and conditions and that once the TTE Instruction has settled, such offer
shall be irrevocable;
8.1.2. such Shareholder has full power and authority to tender, sell,
assign or transfer the Shares in respect of which such offer is accepted
(together will all rights attaching thereto) and, when the same are purchased
by the Company, it will acquire such Shares with full title guarantee and free
from all liens, charges, encumbrances, equitable interests, rights of
pre-emption or other third party rights of any nature and together will all
rights attaching thereto, on or after the Closing Date including the right to
receive all dividends and other distributions declared, paid or made after
that date;
8.1.3. the input of the TTE Instruction will, subject to the Tender
Offer becoming unconditional, constitute the irrevocable appointment of the
Receiving Agent as the escrow agent for the Tender Offer and an irrevocable
instruction and authority to the Receiving Agent: (i) subject to the Tender
Offer becoming wholly unconditional, to transfer to itself by means of CREST
and then to transfer to the Company by means of CREST all of the Relevant
Shares (as defined below) in respect of which the Tender Offer is accepted or
deemed to be accepted, or to provide all or any instructions on behalf of the
relevant Shareholder in respect of transferring the Relevant Shares (as
defined below) in CREST to such person or persons as the Company may direct,
in each case not exceeding the number of Shares which have been tendered
pursuant to the Tender Offer; and (ii) if the Tender Offer is terminated or
does not become unconditional and lapses, or there are Shares which have not
been successfully tendered under the Tender Offer, to give instructions to
Euroclear UK & International, as promptly as practicable after such lapse,
termination or unsuccessful tender, to transfer Relevant Shares to the
original available balances from which those Shares came. For the purposes of
this paragraph, "Relevant Shares" means Shares in uncertificated form in
respect of which a transfer or transfers to escrow has or have been effected
pursuant to the procedures described in this paragraph;
8.1.4. such Shareholder agrees to ratify and confirm each and every
act or thing which may be done or effected by the Company or any of its
Directors or any person nominated by the Company or the Receiving Agent in the
proper exercise of its powers and/or authorities hereunder;
8.1.5. such Shareholder shall do all such acts and things as shall be
necessary or expedient and execute any additional documents deemed by the
Company to be desirable, in each case to complete the purchase of the Shares
and/or to perfect any of the authorities expressed to given hereunder;
8.1.6. if such Shareholder is an Overseas Shareholder, (a) he is not
in the Restricted Territories or in any territory in which it is unlawful to
make or accept the Tender Offer, (b) he has fully observed any applicable
legal and regulatory requirements of the territory in which such Overseas
Shareholder is resident or located, and (c) the Overseas Shareholder has
ensured that the invitation under the Tender Offer may be made to and accepted
by him under the laws and regulations of the relevant jurisdiction;
8.1.7. such Shareholder has not received or sent copies or originals
of this Tender Offer Announcement or any related documents to a Restricted
Territory and has not otherwise utilised in connection with the Tender Offer,
directly or indirectly, the mails or any means of instrumentality (including,
without limitation, facsimile transmission, internet, telex or telephone) or
interstate or foreign commerce, or of any facility of a national securities
exchange, of any Restricted Territory, and that such Shareholder is not
tendering any Shares pursuant to the Tender Offer from any Restricted
Territory;
8.1.8. the creation of a CREST payment in respect of the Tender Price
in favour of such Shareholder's payment bank in accordance with the CREST
payment arrangements as referred to in paragraph 6.4.2 above will constitute a
complete discharge by the Company of its obligations to make such payment to
such Shareholder; and
8.1.9. the input of the TTE Instruction constitutes such Shareholder's
submission to the non-exclusive jurisdiction of the Court in relation to all
matters arising out of or in connection with the Tender Offer or the TTE
Instruction.
8.2. If the appointment of the Receiving Agent as escrow agent
for the Tender Offer under paragraph 8.1.3 above shall be unenforceable or
invalid or shall not operate so as to afford the benefit or authority
expressed to be given in paragraph 8.1.3, the Shareholder shall with all
practicable speed do all such acts and things and execute all such documents
that may be required to enable Link Group to secure the full benefits of
paragraph 8.1.3 above.
8.3. If, for any reason, any Shares in respect of which a TTE
Instruction has been made are, prior to the Closing Date, converted into
certificated form, the tender through CREST in respect of such Shares shall
cease to be valid and the Shareholder will need to comply with the procedures
for tendering Shares in certificated from as set out in these terms and
conditions in respect of the Shares so converted, if it wishes to make a valid
tender of such Shares pursuant to the Tender Offer.
9. Additional provisions
9.1. Each Shareholder (other than a Restricted Shareholder)
will be entitled, subject to these terms and conditions, to have accepted in
the Tender Offer valid tenders to the Company. In respect of Shares held in
certificated form, if in the Company's determination (in its absolute
discretion) Box 2 of the Tender Form has not been validly completed in respect
of the number of Shares to be tendered and provided that the Tender Form is
otherwise in order and accompanied by all other relevant documents, a
Shareholder may be deemed to have accepted the Tender Offer in respect of all
of the Shares being tendered by the Tendering Shareholder. For the avoidance
of doubt, if the number of Shares inserted in Box 2B of the Tender Form is
higher than the number of Shares actually held by the Tendering Shareholder on
the Record Date or the Closing Date, the Tendering Shareholder will be deemed
to have tendered such lower number of Shares.
9.2. Shares sold by Shareholders pursuant to the Tender Offer
will be acquired with full title guarantee and free from all liens, charges,
encumbrances, equitable interests, rights of pre-emption or other third party
rights of any nature and together with all rights attaching thereto on or
after the Closing Date, including the right to receive all dividends and other
distributions declared, paid or made after that date.
9.3. Each Shareholder who tenders or procures the tender of
Shares will thereby be deemed to have agreed that, in consideration of the
Company agreeing to process its tender, such Shareholder, will not revoke its
tender or withdraw its Shares. Shareholders should note that once tendered,
Tendered Shares may not be sold, transferred, charged or otherwise disposed of
pending completion of the Tender Offer.
9.4. Any omission to despatch the Tender Offer Announcement or
the Tender Form or any notice required to be despatched under the terms of the
Tender Offer to, or any failure to receive the same by, any person entitled to
participate in the Tender Offer shall not invalidate the Tender Offer in any
way or create any implication that the Tender Offer has not been made to any
such person.
9.5. No acknowledgement of receipt of any Tender Form, TTE
Instruction, share certificate(s) and/or other document(s) of title will be
given. All communications, notices, certificates, documents of title and
remittances to be delivered by or sent to or from Shareholders (or their
designated agents) will be delivered by or sent to or from such Shareholders
(or their designated agents) at their own risk.
9.6. All powers of attorney and authorities on the terms
conferred by or referred to in these terms and conditions or in the Tender
Form are given by way of security for the performance of the obligations of
the Shareholders concerned and are irrevocable in accordance with section 4 of
the Powers of Attorney Act 1971.
9.7. Subject to paragraphs 10 (Miscellaneous) and 11
(Restricted Shareholders and other Overseas Shareholders) below, all tenders
by Shareholders holding their Shares in certificated form must be made on the
prescribed Tender Form, fully completed in accordance with the instructions
set out thereon which constitute part of these terms and conditions. A Tender
Form or TTE Instruction will only be valid when the procedures contained in
these terms and conditions are complied with. The Tender Offer will be
governed by and construed in accordance with the laws of England and Wales.
9.8. If the Tender Offer is terminated or lapses in accordance
with these terms and conditions, all documents lodged pursuant to the Tender
Offer will be returned promptly by post, within 14 Business Days of the Tender
Offer terminating or lapsing, to the person or agent whose name and address is
set out in Box 1 or, if relevant, Box 4A or 4B of the Tender Form or, if none
is set out, to the tendering Shareholder or, in the case of joint holders, the
first named at his or her registered address as shown in Box 1. In the case of
Shares held in uncertificated form, the Receiving Agent in its capacity as the
escrow agent will, within 14 Business Days of the Tender Offer terminating,
give instructions to Euroclear to transfer all Shares held in escrow balances
and in relation to which it is the escrow agent for the purposes of the Tender
Offer by TFE Instruction to the original available balances from which those
Shares came. In any of these circumstances, Tender Forms and TTE Instructions
will cease to have any effect.
9.9. The instructions, terms, provisions and authorities
contained in or deemed to be incorporated in the Tender Form shall constitute
part of these terms and conditions. The definitions set out in this Tender
Offer Announcement apply to these terms and conditions.
9.10. Subject to paragraphs 10 (Miscellaneous) and 11 (Restricted
Shareholders and other Overseas Shareholders) below, the Tender Offer is open
to Shareholders on the Register at the Record Date and will close on the
Closing Date. Tender Forms, share certificate(s) and/or other document(s) of
title or indemnities or TTE Instructions received after that time may be
accepted or rejected by the Company in its absolute discretion.
9.11. Further copies of this Tender Offer Announcement may be
obtained from the Company's website at
https://www.gulfinvestmentfundplc.com/investor-relations/other-documents/
(https://www.gulfinvestmentfundplc.com/investor-relations/other-documents/) or
from Link Group on 0371 644 0321. Calls are charged at the standard geographic
rate and will vary by provider. Different charges may apply to calls from
mobile telephones. Lines are open from 9.00 a.m. - 5.30 p.m., Monday to Friday
excluding public holidays in England and Wales. Please note that Link Group
cannot provide any financial, legal or tax advice and calls may be recorded
and monitored for security and training purposes.
9.12. Each Shareholder tendering Shares in the Tender Offer
represents, warrants and confirms to the Company that it has observed all
relevant legislation and regulations, in particular (but without limitation)
that relate to anti-money laundering (the "Anti-Money Laundering
Legislation"), and, in all such cases, its offer to tender Shares in the
Tender Offer is made on the basis that it accepts full responsibility for any
and all such requirements under the Anti-Money Laundering Legislation and
warrants and represents that such requirements have been satisfied, and each
Shareholder tendering Shares in the Tender Offer acknowledges that, due to
money laundering prevention requirements operating within their respective
jurisdictions, the Company, the Administrator, the Registrar and the Receiving
Agent for the Tender Offer may require proof of addresses and identity or
corporate existence, as applicable, before an offer to tender Shares can be
processed and that each of the Company, the Administrator, the Registrar and
the Receiving Agent shall be held harmless and indemnified by each such
Shareholder against any loss ensuing due to the failure to process a
Shareholder's offer to tender Shares if such information as has been required,
has not been provided by it.
10. Miscellaneous
10.1. Any change to the terms, or any extension or termination of
the Tender Offer will be followed as promptly as practicable by a public
announcement thereof no later than 1.00 p.m. on the Business Day following the
date of such changes. Such an announcement will be released via a Regulatory
Information Service. References to the making of an announcement by the
Company includes the release of an announcement on behalf of the Company by
Panmure Gordon to the press and delivery of, or telephone or facsimile or
other electronic transmission of, such announcement to a Regulatory
Information Service.
10.2. All Tendered Shares bought back by the Company will be
cancelled.
10.3. Except as contained in this Tender Offer Announcement no
person has been authorised to give any information or make any representations
with respect to the Company or the Tender Offer and, if given or made, such
other information or representations should not be relied on as having been
authorised by the Company. Under no circumstances should the delivery of this
Tender Offer Announcement or the delivery of any consideration pursuant to the
Tender Offer create any implication that there has been no change in the
assets, properties, business or affairs of the Company since the date of this
Tender Offer Announcement.
10.4. The Company reserves the absolute right to inspect (either
itself or through its agents) all Tender Forms and TTE Instructions and may
consider void and reject any tender that does not in the Company's sole
judgement (acting reasonably) meet the requirements of the Tender Offer to
which such Tender Form or TTE Instruction relates. The Company also reserves
the absolute right to waive any defect or irregularity in the tender of any
Shares, including any Tender Form and/or TTE Instruction (in whole or in part)
which is not entirely in order or which is not accompanied by the related
share certificate(s) and/or other document(s) of title or an indemnity
acceptable to the Company in lieu thereof. In that event, however, the
consideration in the Tender Offer will only be despatched when the Tender Form
is entirely in order and the relevant share certificate(s) and/or other
document(s) of title or indemnities satisfactory to the Company has/have been
received. The Company, the Receiving Agent or any other person will not be
under any duty to give notification of any defects or irregularities in
tenders or incur any liability for failure to give any such notification.
10.5. The provisions of the UK Contracts (Rights of Third Parties)
Act 1999 do not apply to the Tender Offer.
11. Restricted Shareholders and other Overseas Shareholders
11.1. The provisions of this paragraph and any other terms of the
Tender Offer relating to Restricted Shareholders may be waived, varied or
modified as regards specific Shareholders or on a general basis by the Company
but only if the Company is satisfied that such waiver, variance or
modification will not constitute or give rise to a breach of applicable
securities or other laws.
11.2. Overseas Shareholders should inform themselves about and
observe any applicable legal requirements. It is the responsibility of any
such Overseas Shareholder wishing to tender Shares to satisfy himself/herself
as to the full observance of the laws of the relevant jurisdiction in
connection herewith, the compliance with other necessary formalities and the
payment of any transfer or other taxes or other requisite payments due in such
jurisdiction. Any such Overseas Shareholder will be responsible for the
payment of any such transfer or other taxes or other requisite payments due by
whomsoever payable and the Company and any person acting on its behalf shall
be fully indemnified and held harmless by such Overseas Shareholder for any
such transfer or other taxes or other requisite payments such person may be
required to pay. No steps have been taken to qualify Tender Offer or to
authorise the extending of Tender Offer or the distribution of this Tender
Offer Announcement and Tender Forms, as well as the Circular, in any territory
outside the United Kingdom.
11.3. The Tender Offer will not be made to Restricted Shareholders.
Restricted Shareholders are being excluded from the Tender Offer to avoid
offending applicable local laws relating to the implementation of the Tender
Offer. Accordingly, copies of this Tender Offer Announcement, Tender Forms and
any related documents (including the Circular) are not being and must not be
mailed or otherwise distributed into any Restricted Territory, including to
Shareholders with registered addresses in Restricted Territories, or to
persons who the Company knows to be custodians, nominees or trustees holding
Shares for persons in Restricted Territories. Persons receiving such documents
(including, without limitation, custodians, nominees and trustees) should not
distribute or send them in or into a Restricted Territory or use such mails or
any such means, instrumentality or facility in connection with the Tender
Offer, as so doing will render invalid any related purported acceptance of the
Tender Offer. Persons wishing to accept the Tender Offer should not use such
mails or any such means, instrumentality or facility for any purpose directly
or indirectly relating to acceptance of the Tender Offer. Envelopes containing
Tender Forms postmarked from a Restricted Territory or otherwise despatched
from a Restricted Territory or Tender Forms which provide Restricted Territory
addresses for the remittance of cash or return of Tender Forms will be
rendered void.
11.4. A Shareholder will be deemed not to have made a valid tender
if (i) such Shareholder is unable to make the representations and warranties
set out in paragraph 7.1.8 (if relevant) and 7.1.9 above or paragraph 8.1.6
(if relevant) and 8.1.7 above, or (ii) such Shareholder inserts in Box 4A or
4B of the Tender Form the name and address of a person or agent in a
Restricted Territory to whom he wishes the consideration to which such
Shareholder is entitled in the Tender Offer to be sent; or (iii) the Tender
Form received from him/her is in an envelope postmarked in, or which otherwise
appears to the Company or its agents to have been sent from, a Restricted
Territory. The Company reserves the right, in its absolute discretion, to
investigate, in relation to any acceptance, whether the representations and
warranties referred to in paragraph 7.1.8 (if relevant) and 7.1.9 above or in
paragraph 8.1.6 (if relevant) and 8.1.7 above given by any Shareholder are
correct and, if such investigation is undertaken and as a result the Company
determines (for any reason) that such representations and warranties are not
correct, such acceptance shall not be valid.
11.5. If, in connection with the Tender Offer, notwithstanding the
restrictions described above, any person (including, without limitation,
custodians, nominees and trustees), whether pursuant to a contractual or legal
obligation or otherwise, forwards this Tender Offer Announcement, the Tender
Form or any related offering documents in or into a Restricted Territory or
uses the mails of, or any means or instrumentality (including, without
limitation, facsimile transmission, telex, internet and telephone) of
interstate or foreign commerce of, or any facility of a national securities
exchange in, a Restricted Territory in connection with such forwarding, such
person should (i) inform the recipient of such fact; (ii) explain to the
recipient that such action may invalidate any purported acceptance by the
recipient; and (iii) draw the attention of the recipient to this paragraph.
11.6. Overseas Shareholders (who are not Restricted Shareholders)
should inform themselves about and observe any applicable legal or regulatory
requirements. If you are in any doubt about your position, you should consult
your professional adviser in the relevant territory.
12. Modifications
12.1. These terms and conditions shall have effect subject to such
non-material modifications or additions as the Company may from time to time
approve in writing. The times and dates referred to in this Tender Offer
Announcement may be amended by the Company and notified to Shareholders via an
announcement through a Regulatory Information Service. Details of any such
changes will also appear on the Company's website at
https://www.gulfinvestmentfundplc.com/investor-relations/other-documents/
(https://www.gulfinvestmentfundplc.com/investor-relations/other-documents/)
.
12.2. The Company may, in its discretion, require some or all of a
Shareholder's Tendered Shares to instead be transferred to a third party
purchaser and each Shareholder shall comply in a timely fashion with any such
requirements of the Company, provided always that each such Shareholder shall
not receive less consideration for the transfer of the Tendered Shares than it
would have received from the Company pursuant to the Tender Offer. Each
Shareholder shall be deemed to have given the same representations and
warranties (mutatis mutandis) referred to in these terms and conditions in
respect of the Tendered Shares to be transferred to a third party.
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