Result of Tender Offer

RNS Number : 5544I

Gulf Investment Fund PLC

14 December 2020

 

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

14 December 2020

Gulf Investment Fund plc (Ticker: GIF)

Results of Tender Offer

Minimum Size Condition passed

As set out in the announcement on 23 November 2020 the Tender Offer closed at 1.00 p.m. on 11 December 2020.

40,643,418 shares were validly tendered, equal to 43.96 per cent. of the shares in issue as at 25 November 2020. The Board of Gulf Investment Fund is pleased that the resulting Post Tender Offer Share Capital will therefore be 51,817,824 Shares, above the Minimum Size Condition set out in the circular to shareholders dated 23 November 2020 (the "Circular").

In line with the terms of the Tender Offer the Directors will allocate the assets and liabilities of the Company between the Continuing Pool and the Tender Pool on the Calculation Date. Following the allocation of assets and liabilities to the Continuing Pool and the Tender Pool, the Board will instruct the Investment Adviser to sell the assets in the Tender Pool. The Company will continue to prepare and publish NAV announcements for the Continuing Pool only.

The Tender Pool will bear all costs associated with the sale of such assets and in order to implement the Tender Offer, including an amount equal to any stamp duty or stamp duty reserve tax payable in respect of the subsequent repurchase of the Tendered Shares by the Company from Panmure Gordon. 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.

After all of the assets in the Tender Pool have been sold, and all liabilities to be borne by the Tender Pool (other than any stamp duty or stamp duty reserve tax payable) are 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"). 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. 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. The Investment Adviser currently anticipates that the orderly realisation of the investments in the Tender Pool will be completed by mid-January. A further announcement will be made in due course.

Completion of the Tender Offer remains subject to certain conditions set out in paragraph 2.2 of Part 4 of the Circular. Subject to completion of the Tender Offer, the Investment Adviser will continue to hold 17,319,759 Shares in the Company representing approximately 33.42 per cent. of the Post Tender Offer Share Capital.

Future proposals

In light of the ongoing Shareholder support for the Company and consistent with the proposals set out in the Circular, the Board and the Investment Adviser intend to implement the following proposals which will be put to Shareholders in Q1 2021:

· the introduction of a semi-annual 100 per cent. liquidity mechanism;

· the introduction of an enhanced dividend policy, targeting an annual dividend equivalent to 4 per cent. of Net Asset Value at the end of the preceding year, barring any unforeseen circumstances, to be paid semi-annually;

· the introduction of a cost reduction programme effective from 1 January 2021, which will include a reduction in the fees paid to the Investment Adviser and a reduction in the fees paid to the Directors; and

· the deferral of the continuation vote that is required to be put to Shareholders at the annual general meeting to be held in 2021, deferring such vote to 2023, each subject to the requirements of the Companies Acts and regulatory approvals.

For the purposes of this announcement, unless otherwise defined, capitalised words and phrases shall have the meaning given to them in the Circular.

Legal Entity Identifier: 2138009DIENFWKC3PW84

For further information:

Nicholas Wilson  [phone]

Gulf Investment Fund plc

Ian Dungate/Suzanne Jones                                                                                                        [phone]

Mainstream Fund Services (IOM) Limited

Sapna Shah/Alex Collins/Atholl Tweedie                                                                                  [phone]

Panmure Gordon

William Clutterbuck  [phone]

Maitland/AMO

 

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