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 2023
Gulf Investment Fund PLC
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 2024 (the "2024 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 2024 Tender Offers (in addition to the usual business at the annual general meeting) to be held at 2.00 p.m. on 22 December 2023 (the "2023 Annual General Meeting").
The Company's annual report and consolidated financial statements (the "Annual Report") for the year ended 30 June 2023 has been posted to Shareholders with the Circular and notice of the 2023 Annual General Meeting.
Capitalised terms and expressions shall have the same meanings as those attributed to them in the Circular.
Since September 2021, 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. In addition, in accordance with the requirements of the Articles of Association shareholders are being asked to vote on the continuation of the Company at the 2023 Annual General Meeting. 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 125.9 per cent., from US$1.0145 at 7 December 2017 to US$2.2918 (unaudited) as at 30 September 2023. This compares to the 45.2 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 28.0 cents per Share during the same period. Including dividends, Shareholders have enjoyed a total return of 168.5 per cent. compared to 77.7 per cent. from the S&P GCC Total Return Index. The Company's return of 168.5 per cent. compares to the peer-group's average return of 75.5 per cent. As at the Latest Practicable Date, the Company's share price traded at a 10.28 per cent. discount to NAV and has traded at an average discount of 2.32 per cent. over the last 12 months to the Latest Practicable Date.
2024 Tender Offers
The Company is now seeking the requisite authorities required from its Shareholders to undertake the 2024 Tender Offers at the 2023 Annual General Meeting. The terms and conditions applicable to the 2024 Tender Offers, along with certain other specific details in connection with the 2024 Tenders Offers, are set out in the Circular.
In order to be able to offer the Tender Offers to Shareholders in March and September 2024, the Company is required to seek Shareholder authorities to implement a Tender Offer in March 2024 (the "March 2024 Tender Offer") and a further Tender Offer in September 2024 (the "September 2024 Tender Offer") at the 2023 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 2024 Tender Offers shall be a post Tender Offer share capital of not less than 38,000,000 Shares (the "2024 Minimum Size Condition").
For the avoidance of doubt, if the March 2024 Tender Offer fails to proceed because the 2024 Minimum Size Condition could not be met, then the September 2024 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 2024 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 2024 Tender Offers is conditional on, inter alia, the 2024 Tender Offers Resolution and the Rule 9 Waiver Resolution to be proposed at the 2023 Annual General Meeting being passed. Completion of any subsequent Tender Offer beyond 2024 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.
As at the Latest Practicable Date, the Investment Adviser held 17,319,758 Shares representing 43.19 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 2024 Tender Offers.
Subject to the final size of each of the 2024 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 2024 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 2023 Annual General Meeting, by Independent Shareholders voting on a poll. Each of the 2024 Tender Offers is conditional on, inter alia, the Rule 9 Waiver Resolution being passed. The 2024 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 2024 Tender Offers.
The Panel Waiver obtained in respect of the 2024 Tender Offers will expire at the same time as the Shareholder authority sought to implement the 2024 Tender Offers pursuant to the 2024 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.
2023 Annual General Meeting
The 2023 Annual General Meeting has been convened for 2.00 p.m. on 22 December 2023 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 2023 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 2024 Tender Offers. The Investment Adviser has undertaken not to vote on the Rule 9 Waiver Resolution.
2024 Tender Offers Resolution
The 2024 Tender Offers Resolution, which is conditional on the Rule 9 Waiver Resolution being passed, is being proposed as an ordinary resolution to approve the 2024 Tender Offers.
The Articles of Association require the Company to propose an ordinary resolution at the 2023 Annual General Meeting that the Company continues in existence. In the event that the continuation resolution is not passed, the Directors will be required to put forward proposals to Shareholders to the effect that the Company be wound up, liquidated, reorganised or unitised. If the continuation resolution is passed, further continuation resolutions are required to be proposed at every third annual general meeting thereafter.
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 2024 Tender Offers Resolution at the 2023 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 2023 Annual General Meeting
2.00 p.m. on 20 December 2023
2023 Annual General Meeting
2.00 p.m. on 22 December 2023
Results of 2023 Annual General Meeting announced(¹)
22 December 2023
2024 Tender Offers
March 2024 Tender Offer Announcement in respect of the March 2024 Tender Offer
September 2024 Tender Offer Announcement in respect of the September 2024 Tender Offer
(¹) If the Rule 9 Waiver Resolution is not passed at the 2023 Annual General Meeting neither of the 2024 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 and are available for download from the Company's website www.gulfinvestmentfundplc.com/publications.
Legal Entity Identifier: 2138009DIENFWKC3PW84
For further information:
Anderson 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/Ashwin Kohli +44 (0) 20 7886 2500
William Clutterbuck +44 (0) 7785 292 617