Tender offer and posting of circular

RNS Number : 1088W

Qatar Investment Fund PLC

10 November 2017

 

10 November 2017

Qatar Investment Fund PLC 

("QIF" or the "Company")

Tender Offer to purchase up to 10.0 per cent. of the Company's issued share capital

Posting of circular

Further to the Company's announcement on 16 October 2017, a circular setting out details of proposed changes to the Company's Investment Policy and other changes, and explaining the terms of a Tender Offer for up to 10.0 per cent. of the issued Share Capital of the Company has today been posted to Shareholders (the "Circular"), together with a notice of an Extraordinary General Meeting to be held on 7 December 2017.

Capitalised terms and expressions shall have the same meanings as those attributed to them in the Circular.

1.    Introduction

As announced by the Company on 16 October 2017, the Directors have resolved to put forward a number of proposals including:

(i)           amending the Company's investment policy from a largely Qatar-focussed investment strategy to a broader GCC focussed investment strategy;

(ii)          amending the Company's Articles in order to cancel the discontinuation resolution to be proposed at the 2018 annual general meeting and replacing it with a continuation resolution to be proposed at the 2021 annual general meeting;

(iii)         making a tender offer for up to 10 per cent. of the issued Share Capital of the Company (excluding treasury shares);

(iv)         committing to a further tender offer to Shareholders for up to 100 per cent. of the Company's share capital in 2020 to allow Shareholders to redeem all or part of their shareholding at Formula Asset Value subject to Shareholder approval to be sought in 2020; and

(v)          proposing a change of name of the Company from Qatar Investment Fund plc to Gulf Investment Fund plc to reflect the changes proposed to be adopted pursuant to the Amended Investment Policy.

It is considered that if the Proposals are approved by Shareholders, including in particular the resolutions required to give the Directors authority to implement the Proposed 2020 Tender Offer (which will be proposed in 2020), this will result in the Company being treated as an "offshore fund" for the purposes of UK taxation. UK resident Shareholders should note that the Company intends to apply to HMRC for approval as a "reporting fund" for the purposes of the Offshore Fund Rules.

As a reporting fund under the Offshore Fund Rules, the Company would be required to provide relevant Shareholders with a report of income received by the Company for each reporting period (as calculated for the purposes of the Offshore Fund Rules). If the amount of income reported to Shareholders exceeds the amount actually distributed for a relevant reporting period, UK resident Shareholders will be taxed as if a notional dividend equal to the excess had been received. The Company therefore intends, if the Proposals are approved, to amend its annual distribution policy with the intention, so far as possible, of ensuring that actual distributions are at least equal to reported income for each reporting period. Shareholders should note that this cannot be guaranteed and the level of distributions for any period remains a matter to be determined at the discretion of the Board.

Provided that the Company is, and continues to be, approved by HMRC as a reporting fund with effect from the time it becomes an offshore fund, disposals of Shares should generally continue to be subject to UK taxation at chargeable gains tax in the normal way, rather than being taxed on an income basis.

2.    The Company's Performance and Prospects

As at 9 November 2017, being the latest practicable date prior to the publication of this announcement, the unaudited Net Asset Value per Ordinary Share was US$1.0696 and the closing mid-market Share price was US$0.86.

The Company's NAV per Share has declined from US$1.2489 at 31 December 2016 to US$1.0696 at 2 November 2017, which is equal to a decrease of 14.4 per cent. This compares to the 22.0 per cent. decrease in the QE Index over the same period.

During this period, Shareholders received a dividend of 4.0 cents per Share which was paid on 31 January 2017 and the Directors have proposed a dividend for the 2017 financial year of 3.0 cents per Share payable in January 2018 after completion of the 2017 Tender Offer.

According to the Ministry of Development Planning and Statistics, the Qatari economy grew 0.6 per cent. in the second quarter of 2017, compared to the second quarter of 2016. The hydrocarbon sector contracted by 2.7 per cent. in the second quarter of 2017, compared to the second quarter of 2016, but record growth of 1.0 per cent. compared to the first quarter of 2017. The non-hydrocarbon sector GDP grew 3.9 per cent. in Q2 2017 compared to Q2 2016 mainly driven by an expansion in construction, accommodation and food services, human health and social work activities.

The population in Qatar grew by 7.7 per cent. in the month of September 2017 and by 3.2 per cent. in the year to September 2017 and has increased by 1.4 per cent. between the end of 2016 and the end of September 2017. Population growth is expected to remain strong as large projects related to the 2022 FIFA World Cup continue to attract expatriates. As a result, personal consumption is expected to remain strong and continue to benefit domestic consumer and services sector companies.

In the month of August 2017, imports jumped 39.1 per cent. to USD 2.38 billion, according to the Ministry of Development Planning and Statistics. However, imports declined by 7.8 per cent. year on year, despite showing a marked recovery from June 2017 and July 2017 levels, when they had dropped more than 35 per cent. on a 12-month basis. Qatar's exports, the vast majority of them being natural gas and oil, climbed 17.7 per cent. year-on-year to QAR 21.30 billion in August 2017. As a result, Qatar's trade surplus expanded 45.4 per cent. year-on-year to QAR 12.62 billion in August 2017.

Qatar's industrial producers' earnings displayed robust performance in August 2017 mainly on higher prices for hydrocarbons, refined petroleum products and other chemical products and fibres. Qatar's producer price index (PPI) rose 10.4 per cent. year-on-year and 2.2 per cent. month-on-month in August 2017.

The International Monetary Fund stated in August 2017 that Qatar has acted effectively in protecting its economy against the Gulf sanctions, in part because of rerouting trade to other nations and establishing new sources of food supply.

Going forward, the Investment Adviser believes that Qatar's real GDP growth will continue to remain robust in the long term (assuming the GCC dispute reaches some form of negotiated settlement), driven by strong growth in the non-hydrocarbon sector. However, in the near-term economic growth will probably be impacted.

On 5 June 2017, the governments of Saudi Arabia, Bahrain, the UAE and Egypt cut ties with Qatar, accusing it of supporting terrorism. These countries closed land, air and sea borders with Qatar, giving Qatari nationals within their borders two weeks to leave and instructing their own nationals in Qatar to leave immediately. Yemen, the Maldives and the Tobruk government in Libya subsequently joined the boycott. The four Arab nations issued a 13-point list of demands to Qatar on 22 June 2017, which included shutting down of Al Jazeera news channel, toning down its relationship with Iran, cutting ties with certain political groups and shutting down the Turkish military base in Doha. Qatar was asked to respond in ten days, which was later extended by another 48 hours at the request of Kuwait. The deadline ended on 3 July 2017. On 5 July 2017, Saudi led allies decided to continue the blockade after Qatar refused to agree to the demands.

The decision to cut ties with Qatar by the governments of Saudi Arabia, Bahrain, the UAE and Egypt, closing their land, air and sea borders, was the major event of the first half of the calendar 2017. Falling oil prices added to the market pressure, as crude prices fell approximately 15 per cent. during the period, with continuing expansion in US shale drilling leading to high global supplies, despite the OPEC-led agreement to cut production. The Qatari market dropped 13.5 per cent. on investor concerns about Qatar's trade, labour market and liquidity conditions in the light of the blockade. The Bloomberg GCC index also fell 1.3 per cent. during the period. However, Saudi Arabia continued its rising trend in the first half of 2017, following the news of its inclusion in MSCI Emerging Markets watchlist and the promotion to Crown Prince of former Deputy Crown Prince, Mohammed bin Salman. Kuwait and Bahrain stock markets joined Saudi Arabia and ended the period in green.

3.    Rationale for the Amended Investment Policy

The Board and the Investment Adviser believe that GCC markets offer an attractive long term investment opportunity to investors. Governments in the GCC are focused on expanding the non-oil sectors of their economies, led by a strong push on infrastructure development and continued investment in the social sectors. National development plans, which include The Abu Dhabi Economic Vision 2030, Qatar National Vision 2030, and Saudi Arabia Vision 2030 are being implemented with a view toward boosting human capital and economic growth. These initiatives are supported by key events and programmes such as Expo 2020 in Dubai, the 2022 FIFA World Cup in Qatar and Saudi Arabia's National Transportation Program 2020. Growth in the GCC economies is expected to recover on the back of supportive fiscal policies and continued growth in sectors such as travel, tourism, healthcare, education and infrastructure. According to the IMF, the aggregate population of the GCC is expected to reach 58.8 million by 2020, a 101 per cent. increase over the level in 2000, offering a large captive source for continued consumption growth.

The upgrade of the UAE and Qatari markets to the MSCI and FTSE Emerging Markets categories and the addition of Saudi Arabia to the MSCI Emerging Markets watch list highlight the steps that GCC countries are taking in making their stock exchanges more open to global investors. HSBC estimates potential inflows to the Saudi Arabian stock exchange of approximately US$ 9 billion were Saudi Arabia to be promoted to the MSCI Emerging Markets Index. If that were to occur, Saudi Arabia would be expected to have a 2-3 per cent. weighting in the MSCI Emerging Markets Index, while Qatar and the UAE currently have a weight of just under 1 per cent. each. Actions such as the privatisation of public assets, easing of foreign ownership restrictions and more transparency are likely to accelerate the upgrade of other GCC markets over the next few years.

4.    The 2017 Tender Offer

The Board is aware that the Shares are tightly held and that therefore liquidity in the Shares can, at times, be limited. The Board is also mindful that it believes it to be appropriate to offer a tender offer to Shareholders when proposing a material change to the investment policy. The 2017 Tender Offer is designed to enable those Shareholders (other than Restricted Shareholders) who wish to realise a portion of their holding of Shares to have the opportunity to do so. Conditional on the passing of Resolution 1, which amends the Company's investment policy, the Directors are proposing to offer a tender offer for up to 10.0 per cent. of the Company's issued Share Capital (excluding treasury shares). The total number of Shares to be purchased under the 2017 Tender Offer will not exceed 10,273,471 Shares, representing approximately 10.0 per cent. of the Company's issued Share Capital (excluding treasury shares) as at 9 November 2017 (being the latest practicable date prior to the publication of this announcement).

The Tender Price will be an amount equal to a discount of one per cent. to Formula Asset Value as at the Calculation Date. The Record Date for the 2017 Tender Offer is 5.30 p.m. on 14 November 2017.

The 2017 Tender Offer will be conditional, inter alia, on the passing of Resolution 1 (the Amended Investment Policy) and Resolution 3 (the 2017 Tender Offer) to be proposed at the Extraordinary General Meeting. The 2017 Tender Offer will also be conditional on the Company satisfying the distributable profits requirements under Isle of Man law at the time of the 2017 Tender Offer.

The Board has proposed Resolution 3 at the Extraordinary General Meeting which, if passed, will provide the Board with authority to repurchase Shares in order to implement the 2017 Tender Offer. All Shares tendered will be cancelled.

Key points of the 2017 Tender Offer

The key points of the proposed 2017 Tender Offer are as follows:

·     the 2017 Tender Offer is for up to 10.0 per cent. of the Company's issued Share Capital (excluding treasury shares) as at the Record Date;

·     Shareholders (other than Restricted Shareholders) on the Register on the Record Date will be able to tender a number of their Shares, up to the maximum of that Shareholder's Basic Entitlement;

·     Shareholders (other than Restricted Shareholders) on the Register on the Record Date will also be entitled to tender additional Shares in excess of their Basic Entitlement, although there can be no guarantee that excess tenders will be satisfied;

·     the Tender Price will be the price per Share which represents an amount equal to a discount of one per cent. to Formula Asset Value as at the Calculation Date;

·     continuing Shareholders should receive an uplift to their NAV per Share as the Tender Price is being calculated to a discount of one per cent. to Formula AssetValue (which includes the costs of the 2017 Tender Offer (including the costs of associated portfolio realisations));

·     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; and

·     any Shares tendered will be cancelled.

Conditions of the 2017 Tender Offer

The 2017 Tender Offer is conditional, inter alia, upon: (i) the passing of Resolution 1 which proposes the amendments to the Company's investment policy, (ii) the Company obtaining the necessary Shareholders' authority to implement the 2017 Tender Offer at the Extraordinary General Meeting; (iii) the Company satisfying the distributable profits requirements under Isle of Man law at the time of the 2017 Tender Offer; and (iv) the Repurchase Agreement becoming unconditional in all respects (save in respect of any condition relating to the 2017 Tender Offer becoming unconditional).

Implementation of the 2017 Tender Offer will require approval by Shareholders at the Extraordinary General Meeting, which is to be held at 10.30 a.m. on 7 December 2017. The 2017 Tender Offer is also conditional upon Panmure Gordon being satisfied that the Company has sufficient funds available to meet its obligations under the Repurchase Agreement. In addition, the 2017 Tender Offer may be postponed or terminated in certain other circumstances as set out in paragraph 2 of Part III of the Circular.

The number of Shares to be acquired by Panmure Gordon under the 2017 Tender Offer will not in any event exceed 10,273,471 Shares, representing 10.0 per cent. of the Company's issued Share Capital (excluding any Shares held in treasury by the Company) as at 9 November 2017 (being the latest practicable date prior to the publication of the Circular).

The Company's authority to repurchase its own Shares, to be proposed at the Company's Annual General Meeting to be held on 16 November 2017 in respect of up to 14.99 per cent. of the Company's issued Share Capital (excluding treasury shares) as at 6 September 2017 (being 15,399,933 Shares) will, if approved by Shareholders at the Annual General Meeting, remain in force and will be unaffected by the 2017 Tender Offer.

Options for Shareholders

Shareholders on the Register on the Record Date only can choose:

·     to continue their full investment in the Company; or

·     save for Restricted Shareholders, to tender their Basic Entitlement, plus the option to tender additional Shares which may be purchased if other Shareholders tender less than their Basic Entitlement.

Shareholders (other than Restricted Shareholders) on the Register at the Record Date will be entitled to have up to 10.0 per cent. of their respective holdings purchased under the 2017 Tender Offer (and also the option to tender additional Shares which may be purchased if other Shareholders tender less than their Basic Entitlement).

Further details of the Tender Offer

Shareholders (other than Restricted Shareholders) on the Register on the Record Date are invited to tender for sale some of their Shares up to each Shareholder's Basic Entitlement to Panmure Gordon who, as principal, will purchase at the Tender Price the Shares validly tendered (subject to the overall limits of the 2017 Tender Offer) and, following the completion of all those purchases, sell the relevant Shares on to the Company at the Tender Price by way of an on-market transaction, in accordance with the terms of the Repurchase Agreement. All transactions will be carried out on the London Stock Exchange.

Shareholders will also have the option to tender additional Shares which may be purchased by Panmure Gordon to the extent that other Shareholders tender less than their Basic Entitlement. Any such excess tenders will be satisfied pro rata in proportion to the amount tendered in excess of the Basic Entitlement (rounded down to the nearest whole number of Shares) or otherwise at the discretion of Panmure Gordon, in consultation with the Board.

The 2017 Tender Offer is subject to certain conditions, and may be terminated in certain circumstances as set out in paragraph 2 of Part III of the Circular. Further details of the calculation of the Tender Price are set out in paragraph 3 of Part III of the Circular.

Shareholders' attention is drawn to the letter from Panmure Gordon set out in Part II of the Circular and to Part III of the Circular and, for Shareholders who hold their Shares in certificated form, to the Tender Form which together constitute the terms and conditions of the 2017 Tender Offer.

Details of how Shareholders will be able to tender Shares can be found in paragraph 4 of Part III of the Circular.

Shareholders should note that, once tendered, Shares may not be sold, transferred, charged or otherwise disposed of other than in accordance with the 2017 Tender Offer.

Shareholders are not obliged to tender any Shares and if they do not wish to participate in the 2017 Tender Offer Shareholders should not complete or return their Tender Form.

Shareholders who are in any doubt as to the contents of the Circular or as to the action to be taken should immediately consult their stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 or from an appropriately qualified independent adviser.

Restricted Shareholders and other Overseas Shareholders

The attention of Restricted Shareholders and Overseas Shareholders is drawn to paragraph 10 of Part III of the Circular. The 2017 Tender Offer is not being made to Shareholders who are resident in, or citizens of, Restricted Territories. Restricted Shareholders are being excluded from the 2017 Tender Offer to avoid infringing applicable local laws and regulations relating to the implementation of the 2017 Tender Offer. Accordingly, copies of the Circular, the Tender Form and any related documents are not being and must not be mailed or otherwise distributed in or into Restricted Territories.

It is the responsibility of all Overseas Shareholders to satisfy themselves as to the observance of any legal or regulatory requirements in their jurisdiction, including, without limitation, any relevant requirements in relation to the ability of such Overseas Shareholders to participate in the 2017 Tender Offer.

Taxation and Offshore Fund Rules

Shareholders who sell their Shares in the 2017 Tender Offer may, depending on their individual circumstances, incur a liability to taxation.

The attention of Shareholders is drawn to Part IV of the Circular which sets out a general guide to certain aspects of current UK taxation law and HMRC's published practice.

As noted in Part IV (Taxation) of the Circular it is considered that if the Proposals are approved by Shareholders, including in particular the Directors commitment to the Proposed 2020 Tender Offer, this will result in the Company being treated as an "offshore fund" for the purposes of UK taxation. Part IV (Taxation) of the Circular contains a general summary of the UK tax consequences of the Company becoming an offshore fund. UK tax resident Shareholders should note, in particular, that the Company intends to apply to HMRC for approval as a "reporting fund" for the purposes of the Offshore Fund Rules. As a reporting fund, the Company would be required to provide Shareholders with a report of income received by the Company for each reporting period (as calculated for the purposes of the Offshore Fund Rules).

If the amount of income reported to Shareholders exceeds the amount actually distributed by way of dividend, UK resident Shareholders could be taxed on the difference (and as such could be taxed by reference to income they have not actually received). The Company therefore intends, if the Proposals are approved, to amend its annual distribution policy with the intention, so far as possible, of ensuring that actual distributions are at least equal to reported income for each reporting period. Shareholders should note that this cannot be guaranteed and the level of distributions for any period remains a matter to be determined at the discretion of the Board.

If reporting fund status were not granted by HMRC, or if the Company subsequently ceased to be an approved reporting fund, gains on a disposal of Shares could be taxed as income, rather than as capital gains, which could result in UK tax resident Shareholders incurring higher levels of taxation.

The summary contained in Part IV (Taxation) of the Circular is general in nature and not exhaustive. It does not constitute tax advice. Shareholders should carefully consider and take independent professional advice as to the consequences for them of the Company becoming an offshore fund under the Offshore Fund Rules.

Shareholders who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the UK should consult an appropriate independent professional adviser. It should also be noted that Shareholders who are temporarily non-resident in the UK may, under anti-avoidance legislation, still be liable to UK tax on capital gains and, therefore, should seek professional advice.

Risks relating to the 2017 Tender Offer

·     If any Shares permitted to be tendered pursuant to the 2017 Tender Offer are tendered, the issued share capital of the Company will be reduced. As a result, the fixed costs of the Company will be spread over fewer Shares and the Company's total expense ratio may increase.

·     The proceeds of the 2017 Tender Offer will be dependent on, amongst other things, the costs of realisation of such of the Company's investments as is necessary to meet the number of Shares tendered and the price at which such assets are realised. There can be no assurance as to the value it will be possible to realise from the sale of the assets.

·     The Company announced on 24 August 2015 that the percentage of its shares in public hands had been restored to above the 25 per cent. threshold required under Listing Rule 6.1.19. Depending on the level of participation of certain of the Company's larger shareholders in the 2017 Tender Offer, there is a risk that the percentage of the Company's shares in public hands may fall below this 25 per cent. threshold again.

·     If the 2017 Tender Offer does not proceed for any reason, the Company would bear the costs incurred in relation to the 2017 Tender Offer to that point.

·     Shareholders wishing to tender their Shares under the 2017 Tender Offer should note that the lower the number of valid tenders received, the higher the proportional Tender Offer costs, as applicable, per Share tendered.

·     In the circumstances described in paragraph 2.1 of Part III of the Circular, the Company (acting by its Directors) can either terminate the 2017 Tender Offer or postpone the Calculation Date or the completion of the 2017 Tender Offer for up to 30 Business Days, after which, to the extent not completed, the 2017 Tender Offer will lapse.

·     Although the general UK taxation consequences of the 2017 Tender Offer and the Proposals are expected to be as set out in Part IV, such tax treatment may change as a result of changes in the law or HMRC's practice. As noted in Part IV, if the Company does not obtain HMRC approval (or ceases to be approved) as a "reporting fund", UK resident Shareholders may be subject to income tax on any gains on disposals of Shares, rather than capital gains tax.

5.    Change of name

Conditional on the adoption of the Amended Investment Policy, the Board is proposing to change the name of the Company to Gulf Investment Fund plc.

6.    Subsequent tender offers

The Directors have decided not to put forward further tender offers in 2018 and 2019, however they have committed to put forward a tender offer of up to 100 per cent. of the Company's issued share capital at the time of the 2020 annual general meeting, which will be subject to Shareholder approval to be sought in 2020.

7.    General Meeting

The Proposals set out in the Circular are subject to Shareholder approval of the relevant Resolutions to be proposed at the Extraordinary General Meeting:

(i)   Resolution 1 concerning the changes to the Company's investment policy will be proposed as an ordinary resolution;

(ii)  Resolution 2 concerning the cancellation of the discontinuation vote that would have been proposed at the 2018 annual general meeting will be proposed as a special resolution, as it requires an amendment to the Company's Articles;

(iii) Resolution 3 concerning the implementation of the 2017 Tender Offer will be proposed as an ordinary resolution; and

(iv) Resolution 4 concerning the change of name of the Company to Gulf Investment Fund plc will be proposed as a special resolution.

Ordinary resolutions require, on a show of hands, more than 50 per cent. of Shareholders voting to vote in favour in order to be passed or, on a poll, votes in favour to be cast by holders of more than 50 per cent. of the Shares which are voted on the resolution.

Special resolutions require, on a show of hands, not less than 75 per cent. of Shareholders voting to vote in favour in order to be passed or, on a poll, votes in favour to be cast by holders of not less than 75 per cent. of the Shares which are voted on the resolution.

In accordance with the Articles of Association, two Shareholders entitled to attend and vote on the business to be transacted, each being a Shareholder present in person or a proxy for a Shareholder or a duly authorised representative of a corporation which is a Shareholder, shall constitute a quorum. Every Shareholder present in person or (being a corporation) by representative or by proxy shall, on a show of hands, have one vote and, on a poll, shall have one vote for every Share held by him.

8.    Recommendation

The Board considers that the Proposals are in the best interests of Shareholders as a whole. Accordingly, the Board recommends that Shareholders vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting, as those Directors who hold beneficial interests in Shares intend to do in respect of their own beneficial holdings of Shares which, in aggregate, amount to 75,840 Shares representing approximately 0.1 per cent. of the issued Share Capital of the Company (excluding treasury shares).

The Investment Adviser has indicated its intention to tender its Basic Entitlement of 1,838,596 Shares pursuant to the 2017 Tender Offer. Each of Nicholas Wilson and Leonard O'Brien, Directors of the Company, has indicated his intention to tender his Basic Entitlement of 4,400 Shares and 3,184 Shares, respectively, pursuant to the 2017 Tender Offer.

The Board makes no recommendation to Shareholders as to whether or not they should tender their Shares pursuant to the 2017 Tender Offer. Whether or not Shareholders decide to tender any of their Shares will depend, among other things, on their individual circumstances including their tax position and on their view of the Company's prospects. Shareholders in any doubt as to the action they should take should consult an appropriately qualified independent financial adviser, authorised under the Financial Services and Market Act 2000, without delay.

9.    Expected Timetable of Principal Events

The expected timetable for the Tender Offer is as follows:

Record Date for participation in the Tender Offer	5.30 p.m. on 14 November 2017
Latest time and date for receipt of Tender Forms or for settlement of TTE Instructions in respect of the Tender Offer	1.00 p.m. on 4 December 2017
Latest time and date for receipt of Forms of Proxy in respect of the Extraordinary General Meeting	10.30 a.m. on 5 December 2017
Extraordinary General Meeting	10.30 a.m. on 7 December 2017
Results of the Tender Offer announced	7 December 2017
Calculation Date	5.30 p.m. on 13 December 2017
Tender Price announced	18 December 2017
Settlement date: cheques despatched and CREST accounts credited with proceeds in respect of successfully tendered Shares	27 December 2017
Balancing certificates despatched and CREST accounts credited in respect of unsold Shares	from 27 December 2017

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.

Capitalised terms and expressions shall have the same meanings as those attributed to them in the Circular.

A copy of the Circular will shortly be available for inspection on the National Storage Mechanism at www.hemscott.com/nsm.do and is available for download from the Company's website www.qatarinvestmentfund.com/publications.

Legal Entity Identifier: 2138009DIENFWKC3PW84

For further information:

Nicholas Wilson [phone]

Qatar Investment Fund plc

Ian Dungate/Suzanne Jones [phone]

Galileo Fund Services Limited

Richard Gray/Andrew Potts/Atholl Tweedie [phone]

Panmure Gordon

William Clutterbuck/Cebuan Bliss [phone]

Maitland

 

END

 

 

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