Gulf Investment Fund PLC Result of Tender Offer (5361O)
October 08 2021 - 10:00AM
UK Regulatory
TIDMGIF
RNS Number : 5361O
Gulf Investment Fund PLC
08 October 2021
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
8 October 2021
Legal Entity Identifier: 2138009DIENFWKC3PW84
Gulf Investment Fund plc (Ticker: GIF)
Results of Tender Offer
Minimum Size Condition passed
Further to the Tender Offer announcement on 23 September 2021
(the "Announcement"), the Tender Offer closed at 1.00 p.m. on 7
October 2021.
5,497,652 shares were validly tendered, equal to 10.6 per cent.
of the shares in issue as at 27 September 2021. The Board of Gulf
Investment Fund plc (the "Company") is pleased that the resulting
post Tender Offer share capital will therefore be 46,320,172 Shares
(excluding treasury shares), which is in excess of the Minimum Size
Condition (set out in the circular to shareholders dated 25 March
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-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 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 37.39 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, the Company
intends to seek the requisite authorities required from its
Shareholders to undertake the Contractual Bi-Annual Tender Offers
in 2022 at the time of the 2021 Annual General Meeting. Details of
these proposals will be circulated to Shareholders in due
course.
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 +44 (0) 1624 692 600
Gulf Investment Fund plc
Ian Dungate/Suzanne Jones
+44 (0) 1624 692600
Mainstream Fund Services (IOM) Limited
Sapna Shah/Alex Collins/Atholl Tweedie
+44 (0) 20 7886 2500
Panmure Gordon
William Clutterbuck +44 (0) 7785 292 617
Maitland/AMO
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