Result of AGM

RNS Number : 2114X

Gulf Investment Fund PLC

31 December 2021

 

Legal Entity Identifier: 2138009DIENFWKC3PW84

31 December 2021

Gulf Investment Fund plc

(the "Company")

2021 Annual General Meeting Results

The Board of Gulf Investment Fund plc (GIF.L) announces that at the Annual General Meeting ("AGM") held today at 11.00 a.m, all resolutions were duly passed on a poll. The results are shown below.

ORDINARY BUSINESS

Resolution 1

The Report of the Investment Manager and Investment Adviser, Report of the Directors, Directors' Remuneration Report, Report of the Independent Auditors' and the Audited Financial Statements of the Company for the year to 30 June 2021 were approved with 42,055,912 votes cast in favour, no votes cast against and no abstentions.

Resolution 2

The final dividend of USD 2.47 cents per ordinary share for the year ended 30 June 2021 was approved with 42,055,912 votes cast in favour, no votes cast against and no abstentions.

Resolution 3

KPMG Audit LLC Isle of Man was re-appointed as auditors of the Company for the year ending 30 June 2022 with 42,055,912 votes cast in favour, no votes cast against and no abstentions.

Resolution 4 

Mr Anderson Whamond who retires in accordance with the Articles of Association was re-elected a director of the Company with 42,055,912 votes cast in favour, no votes cast against and no abstentions.

Resolution 5

That the Company generally and unconditionally be authorised to make market purchases of ordinary shares of US$0.01 each provided that: (a) the maximum aggregate number of ordinary shares that may be purchased is 6,943,393 (being the equivalent of 14.99% of the Company's issued share capital as at 3 December 2021); (b) the minimum price (excluding expenses) which may be paid for each ordinary share is US$0.01 being the nominal value per ordinary share; (c) the maximum price (excluding expenses) which may be paid for each ordinary share is the higher of: (i) 105 per cent of the average market value of an ordinary share in the Company for the five business days prior to the day the purchase is made; and (ii) the value of an ordinary share calculated on the basis of the higher of the price quoted for (I) the last independent trade of and (II) the highest current independent bid for, any number of the Company's ordinary shares on the trading venue where the purchase is carried out; and (d) the authority conferred by this resolution shall expire on 29 December 2022 or, if earlier, at the conclusion of the Company's next annual general meeting save that the Company may, before the expiry of the authority granted by this resolution, enter into a contract to purchase ordinary shares which will or may be executed wholly or partly after the expiry of such authority. All Shares purchased pursuant to the above authority shall be either: (i) held, sold, transferred or otherwise dealt with as treasury shares; or (ii) cancelled immediately upon completion of the purchase, with 42,052,912 votes cast in favour, no votes cast against and 3,000 abstentions.

SPECIAL BUSINESS

Resolution 6 (Special resolution)

That the rights of holders of equity securities in the Company to receive a pre-emptive offer of equity securities pursuant to Article 5A.2 of the Company Articles of Association shall be and is hereby excluded in respect of 4,632,017 Ordinary shares, this exclusion to expire immediately prior to the annual general meeting of the Company to be held in 2022, was approved with 42,052,912 votes cast in favour, no votes cast against and 3,000 abstentions.

Resolution 7 (Ordinary Resolution)

THAT, the waiver granted by the Panel on Takeovers and Mergers as described in the circular issued by the Company to its shareholders on 3 December 2021 which contains this notice of meeting (the "Circular"), of any requirement under Rule 9 of the Takeover Code on the Investment Adviser to make a general offer to the Shareholders of the Company as a result of the 2022 Tender Offers was approved with 25,504,159 votes cast in favour, 1,386 votes cast against and 3,000 abstentions (the Investment Adviser did not vote on this resolution).

Resolution 8 (Ordinary Resolution)

THAT, subject to the passing of Resolution 7, in addition to any existing authorities, the Company be and is hereby authorised to make market purchases (within the meaning of section 13 of the Companies Act 1992) of its Shares pursuant to the March 2022 and/or the September 2022 tender offers on the terms set out in the Circular (the "2022 Tender Offers") provided that: (a) the maximum number of Shares hereby authorised to be purchased shall be 46,320,172; (b) the price which may be paid for a Share shall be the Tender Price as defined in the Circular (which in each case shall be both the maximum and the minimum price); (c) unless renewed, the authority hereby conferred shall expire on the earlier of (i) the completion of the September 2022 Tender Offer or (ii) one year from the date of passing of this resolution; (d) the Company may make a contract or contracts to purchase Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of Shares in pursuance of any such contract or contracts; and (e) subject to the provisions of the Companies Acts, any of the Shares so acquired will be cancelled. was approved with 25,505,545 votes cast in favour, no votes cast against and 3,000 abstentions (the Investment Adviser did not vote on this resolution).

A copy of the results will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

The total number of votes cast was 42,055,912 which represents 90.79% of the Company's total voting rights.

For further information:

Gulf Investment Fund Plc [phone]

Panmure Gordon [phone]

Alex Collins / Atholl Tweedie

Maitland [phone]

William Clutterbuck

Mainstream Fund Services (IOM) Limited [phone]

Ian Dungate

 

END

 

 

RAGFDUFFFEFSEDE