Tender Results Announcement

RNS Number : 9516G

Gulf Investment Fund PLC

01 April 2022

 

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

1 April 2022

Gulf Investment Fund plc (Ticker: GIF)

Results of Tender Offer

Minimum Size Condition passed

Further to the Tender Offer announcement on 17 March 2022 (the "Announcement"), the Tender Offer closed at 1.00 p.m. on 31 March 2022.

5,214,956 shares were validly tendered, equal to 11.3 per cent. of the shares in issue as at 21 March 2022. The Board of Gulf Investment Fund plc (the "Company") is pleased that the resulting post Tender Offer share capital will therefore be 41,105,216 Shares, which is in excess of the Minimum Size Condition (set out in the circular to shareholders dated 3 December 2021 (the "Circular") and re-confirmed in the Announcement).

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 repurchase of the Tendered Shares by the Company. 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 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. 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-April. A further announcement will be made in due course.

Completion of the Tender Offer remains subject to certain conditions set out in paragraph 2 of the terms and conditions of the Tender Offer which is contained in the Announcement. Subject to completion of the Tender Offer, the Investment Adviser will continue to hold 17,319,759 Shares in the Company representing approximately 42.1 per cent. of the post Tender Offer share capital.

Future Tender Offers

In light of the ongoing Shareholder support for the Company and consistent with the proposals set out in the Circular and approved by Shareholders at the Annual General Meeting on 31 December 2021, the Company intends to implement the second 2022 Tender Offer in September 2022.

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:

Anderson Whamond  Via Apex Corporate Services

Gulf Investment Fund plc

Ian Dungate/Suzanne Jones   [phone]

Apex Corporate Services (IOM) Limited

Sapna Shah/Alex Collins/Atholl Tweedie  [phone]

Panmure Gordon

William Clutterbuck  [phone]

Maitland/AMO

 

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