GIF Gulf Investment Fund Plc

TIDMGIF

RNS Number : 0392F

Gulf Investment Fund PLC

17 March 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

17 March 2022

Legal Entity Identifier: 2138009DIENFWKC3PW84

Gulf Investment Fund PLC

("GIF" or the "Company")

Tender Offer

The Company announces the launch of the tender offer for up to 100 per cent. of each Shareholder's holding in the Company, details of which were set out in the circular of the Company dated 3 December 2021 (the "Circular"). This tender offer is being proposed in line with the authority that was granted by Shareholders at the Company's Annual General Meeting held on 31 December 2021 and is referred to as the March 2022 Tender Offer in the Circular (but hereinafter referred to as the "Tender Offer").

Capitalised terms in this announcement ("Tender Offer Announcement"), unless otherwise defined, have the same meanings given to them in the Circular. The Circular is available to view on the Company's website at https://www.gulfinvestmentfundplc.com/publications/circulars/ .

The Tender Price will be dependent on the price at which the assets comprising the Tender Pool are fully realised and the apportionment of the costs associated with the Tender Offer (expected to be approximately US$100,000) across the Tendered Shares. Dependent on the number of Tendered Shares, the allocation of these costs may represent a material discount to the NAV per Share at the Calculation Date. In such instances, in accordance with the terms and conditions of the Tender Offer (which are set out in full below), where the Directors consider, in their opinion acting reasonably, that it is no longer in the best interests of the Company or Shareholders to proceed with the Tender Offer, the Company may terminate the Tender Offer.

Outline of the Tender Offer

Shareholders on the Register at 5.30 p.m. on 21 March 2022 (the "Record Date") are invited to either (i) continue their full investment in the Company; or (ii) save for Restricted Shareholders, tender some or all of their Shares held at the Record Date.

The Company's assets and liabilities will be valued as at 5.30 p.m. on 1 April 2021 (the "Calculation Date") and allocated between two pools - the Continuing Pool and the Tender Pool - and the Investment Adviser will be instructed to realise the assets allocated to the Tender Pool as soon as practicable and the proceeds (after payment of tender costs) used to repurchase the Tendered Shares (defined below).

The Tender Price will be determined once the Company's assets have been allocated between the Continuing Pool and the Tender Pool, the assets contained in the Tender Pool have been fully realised and all the liabilities (including the costs of the proposals) to be borne by the Tender Pool have been accounted for. The Tender Price will be paid to Shareholders in US Dollars. Further details on the terms and conditions of the Tender Offer are set out in full below.

The Tender Offer is being made directly by the Company which will, on the terms and subject to the conditions of the Tender Offer being satisfied, purchase at the Tender Price the Shares validly tendered ("Tendered Shares").

Any Tendered Shares tendered will be cancelled.

As it would not be in the interests of Shareholders to be invested in a sub-scale illiquid fund, the Company shall not be obliged to proceed with any tender offer where the Directors, in their sole discretion, believe the result of any such tender offer would reduce the Company to such a size that it would no longer be fit for purpose (this being a minimum size condition). The minimum size condition in respect of the Tender Offer shall be a post Tender Offer share capital of not less than 38,000,000 Shares (the "Minimum Size Condition"). In the event that applications are received in respect of the Tender Offer such that the number of Shares remaining in issue following completion of the Tender Offer will be less than 38,000,000 Shares, meaning that the Minimum Size Condition could not be met, the Tender Offer shall not proceed. The Company will announce via a Regulatory Information Service on 1 April 2021 (the "Confirmation Date") whether the Minimum Size Condition has been met and, accordingly, whether the Tender Offer will proceed.

In addition to the Minimum Size Condition, the Tender Offer is conditional, inter alia, on the Company satisfying the distributable profits requirements under Isle of Man law at the time of the Tender Offer and the other conditions more fully set out in the terms and conditions of the Tender Offer (set out below in full).

The Circular provides more information in relation to the Tender Offer, including, inter alia, certain risks relating to the Tender Offer (contained in paragraph A of Part 8 of the Circular) and a general guide relating to taxation in the United Kingdom based on UK law and HMRC's published practice as at the date of the Circular (contained in Part 6 of the Circular).

Intentions of the Investment Adviser

The Investment Adviser has indicated its intention to remain invested in the Company and will not participate in the Tender Offer.

Expected Timetable of Principal Events

The expected timetable for the Tender Offer is as follows:

 
 Tender Offer opens                                         17 March 2022 
 Record Date for participation in the               5.30 p.m. on 21 March 
  Tender Offer                                                       2022 
 Latest time and date for receipt of                1.00 p.m. on 31 March 
  Tender Forms and/or for settlement of                              2022 
  TTE Instructions in respect of the Tender 
  Offer (the "Closing Date") 
 Confirmation Date and announcement regarding                1 April 2022 
  the Minimum Size Condition(1) 
 
 If the Minimum Size Condition is satisfied: 
 Calculation Date                               5.30 p.m. on 1 April 2022 
 Establishment of Tender Pool and Continuing                 4 April 2022 
  Pool 
 Realisation of the Tender Pool commences                    5 April 2022 
 Realisation of the final assets in the            as soon as practicable 
  Tender Pool announced; Tender Price               after commencement of 
  announced; cheque despatched and CREST           the realisation of the 
  accounts credited with proceeds in respect                  Tender Pool 
  of successfully Tendered Shares; balancing 
  certificates despatched and CREST accounts 
  credited in respect of unsold Shares 
 

Notes:

1 The Company will announce via a Regulatory Information Service provider on the Confirmation Date whether the Minimum Size Condition has been met. If the Minimum Size Condition is not met the Tender Offer will not proceed and the Company will instead put forward proposals to Shareholders for the Company to be wound up with a view to returning cash to Shareholders or to enter into formal liquidation.

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.

Legal Entity Identifier: 2138009DIENFWKC3PW84

For further information:

Anderson Whamond Via Apex Corporate Services

Gulf Investment Fund plc

Ian Dungate/Suzanne Jones +44 (0) 1624 630400

Apex Corporate Services (IOM) Limited

Sapna Shah/Alex Collins/Atholl Tweedie +44 (0) 20 7886 2500

Panmure Gordon

William Clutterbuck +44 (0) 20 7379 5151

Maitland/AMO

Terms and Conditions of the Tender Offer

   1.    Tenders 

1.1. All Shareholders (other than Restricted Shareholders) on the Register as at the Record Date may tender some or all of their Shares held at the Record Date for purchase by the Company on and subject to these terms and conditions set out in this Tender Offer Announcement and, in respect of Shareholders holding their Shares in certificated form, the Tender Form.

1.2. This Tender Offer Announcement is available to download from the Company's website at https://www.gulfinvestmentfundplc.com/publications/ . The Circular is available to view or download on the Company's website at https://www.gulfinvestmentfundplc.com/publications/circulars/ . Apex Corporate Services (IOM) Limited will send by post to the registered holders of Shares in certificated form a hard copy of this Tender Offer Announcement and a hard copy personalised Tender Form for use in connection with the Tender Offer. For an additional or replacement of the hard copy Tender Form, this can be requested from the Receiving Agent, Link Group, Corporate Actions, Central Square, 29 Wellington Street, Leeds LS1 4DL.

1.3. Changes of a technical or administrative nature to these terms and conditions may be made at the Directors' discretion and will be published on the Company's website at https://www.gulfinvestmentfundplc.com/publications/ . Shareholders accepting the Tender Offer will be deemed to have accepted such changes, if any.

1.4. Shareholders are not obliged to tender any Shares during the Tender Offer. If Shareholders wish to continue their existing investment in the Company at the same level, they should not return the Tender Form or TTE Instruction in respect of the Tender Offer.

1.5. Tender Purchases will be made at the Tender Price. The Company will calculate the Tender Price for the Tender Offer in accordance with the provisions set out in paragraph 4 of these terms and conditions. The calculations approved by the Directors will be conclusive and binding on all Shareholders. The consideration for each Tender Purchase will be paid in accordance with the settlement procedures set out in paragraph 6.4 below.

1.6. Subject to the Tender Offer becoming unconditional and unless the Tender Offer has been terminated, the Company will purchase the validly and successfully tendered Shares of Shareholders in accordance with these terms and conditions.

   2.    Conditions, suspension and termination 

2.1. In structuring the Tender Offer, the Board has sought to provide a mechanism through which to provide liquidity to those Shareholders that want it and, for those Shareholders who wish to continue their investment in the Company, to provide some assurance as to its minimum size.

2.2. The Tender Offer is subject to the following conditions:

2.2.1. the Minimum Size Condition - the Company will announce via a Regulatory Information Service on the Confirmation Date whether the Minimum Size Condition has been met and, accordingly, whether the Tender Offer will proceed;

2.2.2. the Company satisfying the distributable profits requirements under Isle of Man law at the time of the Tender Offer; and

2.2.3. the Tender Offer not having been terminated in accordance with this paragraph 2.2 prior to the fulfilment of the conditions referred to in sub-paragraphs 2.2.1 to 2.2.2 above.

2.3. It would not be in the interests of Shareholders to be invested in a sub-scale illiquid fund. Accordingly, the Company shall not be obliged to proceed with the Tender Offer where the Minimum Size Condition is not met. In the event that validly completed Tender Forms are received in relation to the Tender Offer in respect of such aggregate number of Shares which means that the Minimum Size Condition cannot be met, the Directors will instead put forward proposals to Shareholders for the Company to be wound up with a view to returning cash to Shareholders or to enter into formal liquidation. The Company will not purchase Shares pursuant to the Tender Offer unless the applicable conditions have been satisfied in full (or waived, where applicable).

2.4. If the Directors, at any time prior to effecting the purchase of the Tendered Shares in respect of the Tender Offer consider, in their opinion acting reasonably that (i) there has occurred a change in national or international financial, economic, political or market conditions such that it has either become impractical or inappropriate for the Company to dispose of its investments without materially harming Shareholders as a whole, including amongst other things, the cost of realisation of investments having become excessive, (ii) the completion of the purchase of Shares under the Tender Offer would have unexpected adverse fiscal consequences (whether by reason of a change in legislation or practice or otherwise) for the Company or its Shareholders if the Tender Offer were to proceed, or (iii) it is no longer in the best interests of the Company or Shareholders to proceed with the Tender Offer, the Company may either terminate the Tender Offer or postpone the completion of the Tender Offer for up to 30 Business Days, after which the Tender Offer, if and to the extent not then completed by reason of the postponement circumstances continuing, will lapse.

   3.    Announcement of the Tender Offer and Minimum Size Condition 

3.1. At the Confirmation Date, the Company will announce details of the aggregate number of Shares in respect of which validly completed Tender Forms have been received, whether the Minimum Size Condition has been met and therefore whether the Tender Offer will proceed. If the Minimum Size Condition is not satisfied the Tender Offer will not proceed. If the Minimum Size Condition is satisfied all of the Company's assets and liabilities will be valued and allocated between the Continuing Pool and the Tender Pool on the basis set out under paragraph 4 (Tender Price) below.

   4.    Tender Price 

4.1. The Tender Price will be calculated in accordance with this paragraph 4 and will be announced once all the assets in the Tender Pool have been fully realised which will be as soon as practicable after the commencement of the realisation of the Tender Pool.

4.2. The assets and liabilities of the Company will be allocated between the Continuing Pool and the Tender Pool on the Calculation Date by the Directors (in consultation with the Company's advisers) on the basis set out below.

4.3. The Tender Offer Formula Asset Value is an amount representing the proportionate value of the Company attributable to the Tendered Shares and will be calculated on the Calculation Date on the following basis:

Tender Offer Formula Asset Value = (i) NAV per Share on Calculation Date

multiplied by

(ii) the number of Tendered Shares

4.4. The Tender Offer Formula Asset Value determines the initial allocation of assets to the Tender Pool after which it will be operated as described below.

4.5. Following the allocation of assets and liabilities to the Continuing Pool and the Tender Pool, the Board will instruct the Investment Adviser to commence realisation of the assets comprising the Tender Pool.

4.6. The Tender Pool will bear all costs associated with the realisation of such assets and in order to implement the Tender Offer. 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. Following the date upon which all of the assets comprising the Tender Pool have been fully realised, and all liabilities to be borne by the Tender Pool (other than any stamp duty or stamp duty reserve tax payable) 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").

4.7. 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.

4.8. If prior to the Tender Pool Determination Date the non-cash assets remaining in the Tender Pool represent 10 per cent. or less of the Tender Pool's initial value and the Directors believe that it would be in the best interests of the Tendering Shareholders to complete the realisation of the Tender Pool, they will direct the Investment Adviser to sell the remaining assets of the Tender Pool at the best price available, failing which such assets will be transferred to the Continuing Pool at a price to be determined by the Directors taking into account the fact that the assets cannot otherwise be fully realised in a timely and value-effective manner.

4.9. The Tender Price will be determined by the Company (in consultation with its advisers) as soon as practicable after the assets in the Tender Pool have been fully realised and all the liabilities (including the costs of implementing the Tender Offer) to be borne by the Tender Pool have been accounted for. 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.

4.10. 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.

Allocation of assets to the Continuing Pool and the Tender Pool

4.11. The assets and liabilities of the Company will be allocated between the Continuing Pool and the Tender Pool on the Calculation Date by the Directors (in consultation with the Company's advisers) on the basis set out below:

4.11.1. all liabilities recognised in the Company's accounting records will be allocated to the Continuing Pool;

   4.11.2.     all debtors and other receivables will be allocated to the Continuing Pool; 

4.11.3. any investments whose quotation has been suspended and any other assets which the Directors consider it would be inappropriate to transfer to the Tender Pool (for example, stocks subject to corporate actions) will be allocated to the Continuing Pool at the value reflected in the accounting records (which will reflect the Directors' assessment of fair value);

4.11.4. all quoted investments, other than those included under paragraph 4.11.3 above, and such other investments as the Directors determine, will be allocated pro rata between the Continuing Pool and the Tender Pool by reference to the respective values of each pool. For such purposes the calculations will be rounded to the nearest whole number of securities for each security so allocated or otherwise as the Directors determine; and

4.11.5. the near cash assets of the Company will be divided in whatever proportion is necessary such that the net assets attributable to the Tender Pool are equal to the Tender Offer Formula Asset Value and the net assets attributable to the Continuing Pool are equal to the Net Asset Value of the Company less the Tender Offer Formula Asset Value.

4.12. In allocating and/or valuing assets and liabilities pursuant to this paragraph 4, the Directors shall be entitled, in any case where the proper allocation of an asset or liability is in doubt, or where the valuation of any asset or liability in accordance with any of the above provisions is, in the opinion of the Directors, incorrect or unfair, to adopt an alternative basis of allocation or method of valuation (as the case may be) and to allocate assets as the Directors fairly consider.

4.13. The net asset value of the assets and liabilities allocated on the establishment of the Tender Pool will equal the Tender Offer Formula Asset Value (calculated in accordance with this paragraph 4). The Company's assets and liabilities will be valued as at the Calculation Date and thereafter allocated between the Continuing Pool and the Tender Pool on the basis set out above. The Investment Adviser will be instructed by the Board to realise the assets allocated to the Tender Pool as soon as possible.

4.14. The Tender Pool will bear the costs of realising the assets in the Tender Pool and the amount of any stamp duty or stamp duty reserve tax payable on the repurchase by the Company of the Shares. Shareholders who validly tender some or all of their Shares will receive a pro rata share of the net proceeds of the Tender Pool, less associated costs. The assets of the Tender Pool will be fully realised as soon as practicable after the commencement of the realisation of the Tender Pool such that final cash payments can be made to the Tendering Shareholders as soon as practicable thereafter. However, under the Tender Offer the Company reserves the right to defer the Tender Pool realisations and/or cash payments if the Board believes this to be in the best interests of Shareholders as a whole.

4.15. If prior to the Tender Pool Determination Date the non-cash assets remaining in the Tender Pool represent 10 per cent. or less of the Tender Pool's initial value and the Directors believe that it would be in the best interests of the Tendering Shareholders to complete the realisation of the Tender Pool, they will direct the Investment Adviser to sell the remaining assets of the Tender Pool at the best price available, failing which such assets will be transferred to the Continuing Pool at a price to be determined by the Directors taking into account the fact that the assets cannot otherwise be fully realised in a timely and value-effective manner.

4.16. The Investment Adviser will prepare, or procure the preparation of, the calculation of the Net Asset Value, the Tender Offer Formula Asset Value, the value of the Tender Pool, the Final Tender Offer Asset Value and the Tender Price, all of such calculations shall be subject to review and approval by the Board (in consultation with its advisers). In the event of a dispute regarding any such calculations, such dispute will be determined by a chartered accountant selected by agreement between the Company and the Investment Adviser, or, in default of such agreement, within 14 days of the relevant date on which the calculation is made, selected by the President for the time being of the Institute of Chartered Accountants in England and Wales. Such chartered accountant will act as an expert and not as an arbitrator and their determination shall be final and legally binding on all parties, provided that any such chartered accountant will be bound by any basis of allocation or method of valuation agreed between the Investment Adviser and the Company.

   5.    Procedure for tendering Shares 

5.1. There are different procedures for tendering Shares depending on whether the Shares are held in certificated or uncertificated form (i.e. in CREST).

5.2. Shareholders (other than Restricted Shareholders) who hold Shares in certificated form must complete, sign and return a Tender Form in accordance with paragraph 5.4 below and the instructions printed on the Tender Form.

5.3. If the Shares are held in uncertificated form (i.e. in CREST) they may be tendered only by sending a TTE Instruction in accordance with the procedure set out in paragraph 5.5 below. Shareholders should send separate TTE Instructions for Shares held under different member account IDs.

   5.4.         Shares held in certificated form (that is, not in CREST) 

5.4.1. To tender your Shares held in certificated form, you must complete, sign and return a Tender Form (a personalised hard copy being sent by Apex Corporate Services (IOM) Limited to registered holder of Shares held in certificated form) together with the relevant share certificate(s) and/or other documents of title in accordance with the instructions printed on the Tender Form (which shall be deemed to form part of the Tender Offer).

5.4.2. Shareholders (other than Restricted Shareholders) should complete separate Tender Forms for Shares held in certificated form but under different designations. The share certificate(s) and/or other document(s) of title should be returned with the Tender Form(s). Additional or replacement Tender Forms will be available from the Receiving Agent, whose details are as follows: Link Group, Corporate Actions, Central Square, 29 Wellington Street, Leeds LS1 4DL.

5.4.3. The completed and signed Tender Form should be sent by post to the Receiving Agent so as to arrive as soon as possible and in any event not later than the Closing Date. Tender Forms received after this time may be rejected. No acknowledgement of receipt of documents will be given. Any Tender Form received in an envelope postmarked from a Restricted Territory or otherwise appearing to the Company or its agents to have been sent from any Restricted Territory may be rejected as an invalid tender. Further provisions relating to Restricted Shareholders are contained in paragraph 11 (Restricted Shareholders and other Overseas Shareholders) below.

5.4.4. If your share certificate(s) and/or other document(s) of title are not readily available (for example, if they are with your stockbroker, bank or other agent), the Tender Form should nevertheless be completed, signed and returned as described above so as to be received by the Receiving Agent no later than the Closing Date together with any share certificate(s) and/or other document(s) of title you may have available, accompanied by a letter stating that the (remaining) share certificate(s) and/or other document(s) of title will be forwarded as soon as possible thereafter and, in any event, no later than the Closing Date.

5.4.5. The Receiving Agent, acting as the Company's agent, will effect such procedures as are required to transfer your Shares to the Company under the Tender Offer.

5.4.6. If you have lost your share certificate(s) and/or other document(s) of title, you should write to the Registrar at Link Group, Central Square, 29 Wellington Street, Leeds LS1 4DL to request a letter of indemnity in respect of the lost share certificate(s) which, when completed in accordance with the instructions given, should be returned to the Registrar to the same address so as to be received no later than the Closing Date.

   5.5.         Shares held in uncertificated form (that is, in CREST) 

5.5.1. If the Shares you wish to tender are held in uncertificated form do not complete a Tender Form. You should take (or procure to be taken) the action set out below to transfer (by means of a TTE Instruction) the number of Shares held as at the Tender Offer Record Date which you wish to tender in respect of the Tender Offer to an escrow balance, specifying the Receiving Agent in its capacity as a CREST receiving agent under its participant ID (referred to below) as the escrow agent, as soon as possible and, in any event, so that the TTE Instruction settles not later than the Closing Date.

5.5.2. If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action. Your CREST sponsor will be able to confirm details of your participant ID and the member account ID under which your Shares are held. In addition, only your CREST sponsor will be able to send the TTE Instruction to Euroclear UK & International in relation to the Shares which you wish to tender.

5.5.3. You should send (or, if you are a CREST sponsored member, procure that your CREST sponsor sends) a TTE Instruction to Euroclear UK & International, which must be properly authenticated in accordance with Euroclear UK & International's specification and which must contain, in addition to other information that is required for the TTE Instruction to settle in CREST, the following details:

   --             the ISIN number of the Shares which is IM00B1Z40704; 
   --             the number of uncertificated Shares to be transferred to an escrow balance; 
   --             your member account ID; 
   --             your participant ID; 

-- the participant ID of the escrow agent, Link Group in its capacity as a CREST receiving agent, which is RA10;

-- the member account ID of the escrow agent, Link Group in its capacity as a CREST receiving agent, which is 21689GIF;

-- the Corporate Action Number for the Tender Offer. This is allocated by Euroclear UK & International and can be found by viewing the relevant corporate action details in CREST;

   --             the intended settlement date for the TTE Instruction; 
   --             input with the standard delivery instruction, priority 80; and 
   --             a contact telephone number to be inserted in the shared note field. 

5.5.4. After settlement of the TTE Instruction, you will not be able to access the Shares concerned in CREST for any transaction or for charging purposes, notwithstanding that they will be held by the Receiving Agent as your escrow agent until completion or termination or lapsing of the Tender Offer. If the Tender Offer becomes wholly unconditional, the Receiving Agent will transfer the Shares which are accepted for purchase by the Company to itself as the Shareholder's agent for onward sale to the Company.

5.5.5. You are recommended to refer to the CREST Manual published by Euroclear UK & International for further information on the CREST procedures outlined above.

5.5.6. In addition, you should arrange separate TTE Instructions for Shares held in uncertificated form but under different member account IDs.

5.5.7. You should note that Euroclear UK & International does not make available special procedures in CREST for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE Instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST sponsor) to enable a TTE Instruction relating to your Shares to settle prior to the Closing Date. In connection with this, you are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

5.5.8. Normal CREST procedures (including timings) apply in relation to any Shares that are, or are to be, converted from uncertificated to certificated form, or from certificated to uncertificated form, during the course of the Tender Offer (whether such conversion arises as a result of a transfer of Shares or otherwise). Shareholders who are proposing to convert any such Shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the Shares as a result of the conversion to take all necessary steps in connection with such person's participation in the Tender Offer (in particular, as regards delivery of share certificates and/or other documents of title or transfer to an escrow balance as described above) prior to the Closing Date.

   5.6.         Validity of Tender Forms and TTE Instructions 

5.6.1. Notwithstanding the powers in paragraph 11.5 below, the Company reserves the right to treat as valid only Tender Forms and TTE Instructions which are received entirely in order by the Closing Date, which are accompanied (in the case of Shares held in certificated form) by the relevant share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu in respect of the entire number of Shares tendered.

5.6.2. Notwithstanding the completion of a valid Tender Form or sending of a TTE Instruction, the Tender Offer may be suspended, terminate or lapse in accordance with these terms and conditions.

5.6.3. The decision of the Company as to which Shares have been validly tendered shall be conclusive and binding on Shareholders who participate in the Tender Offer.

   5.7.         Information on procedure for tendering 

If you have any queries regarding the procedure for tendering your Shares please contact the Company's Receiving Agent on +44 (0)371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Different charges may apply to calls from mobile telephones. Calls from outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that the Receiving Agent cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

   6.    Announcement of the results of the Tender Offer, the Tender Price and settlement 

6.1. Unless terminated in accordance with these terms and conditions, the Tender Offer will close for Shareholders on the Closing Date. On the Confirmation Date, the Company will release an announcement via a Regulatory Information Service informing Shareholders of the aggregate number of Shares in respect of which Tender Requests have been made. If the Directors, in their sole discretion, decide not to proceed with the Tender Offer for the reasons described in paragraph 2.3 above, the Tender Offer will not proceed. In such event, the Directors will instead put forward proposals to Shareholders for the Company to be wound up with a view to returning cash to Shareholders or to enter into formal liquidation. If the Tender Offer is to proceed, the Directors will make arrangements for all of the Company's assets and liabilities will be valued and allocated between the Continuing Pool and the Tender Pool on the basis set out in paragraph 4 above.

6.2. Delivery of cash to Shareholders for the Shares to be purchased pursuant to the Tender Offer will be made by the Receiving Agent on behalf of the Company. The Receiving Agent will act as agent for Tendering Shareholders for the purpose of receiving the cash and transmitting such cash to Tendering Shareholders. Interest will not be paid on the cash to be paid by the Company regardless of any delay in making such payment.

6.3. If any Tendered Shares are not purchased because of an invalid tender, the lapse or termination of the Tender Offer or otherwise, relevant share certificate(s) evidencing any such Shares and other document(s) of title, if any, will be returned or sent by post at such Shareholder's risk as promptly as practicable, to the relevant tendering Shareholder, or, in the case of Shares held in uncertificated form (that is, in CREST), the Receiving Agent will provide instructions to Euroclear UK & International to transfer all Shares held in escrow balances by TFE Instruction to the original available balances to which those Shares relate.

6.4. For the Tender Offer, settlement of the consideration to which any Shareholder is entitled pursuant to valid tenders accepted by the Company is expected to be made as follows in accordance with the timetable set out by the Company in respect of that particular Tender Offer:

   6.4.1.     Shares held in certificated form (that is, not in CREST) 

Where an accepted tender relates to Shares held in certificated form, cheques for the consideration due will be despatched by the Receiving Agent by first class post to the person or agent whose name and address is set out in Box 1 (or, if relevant, Box 4A or 4B of the Tender Form), or if none is set out, to the registered address of the tendering Shareholder or, in the case of joint holders, the address of the first named. All cash payments will be made in US Dollars by cheque drawn on a UK clearing bank.

   6.4.2.     Shares held in uncertificated form (that is, in CREST) 

Where an accepted tender relates to Shares held in uncertificated form, the consideration due will be paid through CREST by the receiving agent (on behalf of the Company) procuring the creation of a CREST payment in favour of the tendering Shareholder's payment bank in accordance with the CREST payment arrangements.

   6.4.3.     Timing of settlement 

The payment of any consideration to Shareholders for Tender Purchases will be made only after the relevant TTE Instruction has settled or (as the case may be) timely receipt by the Receiving Agent of share certificate(s) and/or other requisite document(s) of title evidencing such Shares and any other documents required for the Tender Offer.

   6.5.         If only part of a holding of Shares is sold pursuant to the Tender Offer then: 

6.5.1. where the Shares are held in certificated form (that is, not in CREST), the relevant Shareholder will be entitled to receive a certificate in respect of the balance of the remaining Shares; and

6.5.2. where the Shares are held in uncertificated form (that is, in CREST), unsold Shares will be transferred by Link Group by means of a TFE Instruction to the original available balance from which those Shares came.

6.6. The Tender Price will be announced by the Company once all the assets in the Tender Pool have been fully realised which will be as soon as practicable after the commencement of the realisation of the Tender Pool. Tender Purchases will result in the relevant number of Shares purchased being cancelled and therefore the percentage voting rights attached to the remaining Shares in issue will increase proportionately. Accordingly, the announcement will also contain information notifying Shareholders of the percentage increase in voting rights attaching to each of the Shares remaining in issue.

   7.    Representations and Warranties - Tenders by means of a Tender Form 

7.1. Each Shareholder by whom, or on whose behalf, a Tender Form is executed irrevocably undertakes, represents, warrants and agrees to and with the Company (so as to bind itself and its personal representatives, heirs, successors and assigns) that:

7.1.1. the execution of the Tender Form shall constitute an offer to sell to the Company such Shareholder's entire holding of Shares if Box 2A is completed, or such number of Shares as is inserted in Box 2B of the Tender Form, in each case, on and subject to these terms and conditions and the Tender Form and that, once lodged, such offer shall be irrevocable;

7.1.2. if in the Company's determination, in its absolute discretion, an entry has been made in Box 2B which is greater than the number of Shares held by the Shareholder to whom the Tender Form relates as at the Record Date, then, provided that the Tender Form is otherwise in order and accompanied by all other relevant documents, the tender will be deemed to be a tender in respect of all the Shares held by that Shareholder as stated in Box 1;

7.1.3. such Shareholder has full power and authority to tender, sell, assign or transfer the Shares in respect of which such offer is accepted (together with all rights attaching thereto) and, when the same are purchased by the Company, they will acquire such Shares with full title guarantee and free from all liens, charges, encumbrances, equitable interests, rights of pre-emption or other third party rights of any nature and together with all rights attaching thereto on or after the Closing Date, including the right to receive all dividends and other distributions declared, paid or made after that date;

7.1.4. the execution of the Tender Form will, subject to the Tender Offer becoming wholly unconditional, constitute the irrevocable appointment of any Director or officer of the Company as such Shareholder's attorney and/or agent ("attorney"), and an irrevocable instruction to the attorney to complete and execute all or any instruments of transfer and/or other documents at the attorney's discretion in relation to the Shares referred to in paragraph 7.1.1 above in favour of the Company or such other person or persons as the Company may direct and to deliver such instrument(s) of transfer and/or other documents at the discretion of the attorney, together with the share certificate(s) and/or other document(s) relating to such Shares, for registration within six months of the Tender Offer becoming unconditional and to do all such other acts and things as may in the opinion of such attorney be necessary or expedient for the purpose of, or in connection with, the Tender Offer and to vest such Shares in the Company or its nominee(s) or such other person(s) as the Company may direct;

7.1.5. such Shareholder agrees to ratify and confirm each and every act or thing which may be done or effected by the Company or any of its Directors or officers or any person nominated by the Company in the proper exercise of its or their powers and/or authorities hereunder;

7.1.6. such Shareholder will deliver to the Receiving Agent their share certificate(s) and/or other document(s) of title in respect of the Shares referred to in paragraph 7.1.1 above, or an indemnity acceptable to the Company in lieu thereof, or will procure the delivery of such document(s) to the Receiving Agent as soon as possible thereafter and, in any event, no later than the Closing Date;

7.1.7. such Shareholder shall do all such acts and things as shall be necessary or expedient and execute any additional documents deemed by the Company to be desirable, in each case to complete the purchase of the Shares and/or to perfect any of the authorities expressed to be given hereunder;

7.1.8. if such Shareholder is an Overseas Shareholder, (a) he is not in a Restricted Territory or in any territory in which it is unlawful to make or accept the Tender Offer, (b) he has fully observed any applicable legal and regulatory requirements of the territory in which such Overseas Shareholder is resident or located, and (c) the invitation under the Tender Offer may be made to and accepted by him under the laws of the relevant jurisdiction;

7.1.9. such Shareholder has not received or sent copies or originals of this Tender Offer Announcement or Tender Form or any related documents (or previously, the Circular) to a Restricted Territory and has not otherwise utilised in connection with the Tender Offer, directly or indirectly, the mails or any means or instrumentality (including, without limitation, facsimile transmission, internet, telex and telephone) of interstate or foreign commerce, or of any facility of a national securities exchange, of any Restricted Territory, that the Tender Form has not been mailed or otherwise sent in, into or from any Restricted Territory and that such Shareholder is not tendering any Shares pursuant to the Tender Offer from any Restricted Territory;

7.1.10. the provisions of the Tender Form shall be deemed to be incorporated into these terms and conditions;

7.1.11. the despatch of a cheque in respect of the Tender Price to a Shareholder at his/her registered address or such other address as is specified in the Tender Form will constitute a complete discharge by the Company of its obligations to make such payment to such Shareholder;

   7.1.12.   on execution the Tender Form takes effect as a deed; and 

7.1.13. the execution of the Tender Form constitutes such Shareholder's submission to the non-exclusive jurisdiction of the High Court of England and Wales (the "Court") in relation to all matters arising out of or in connection with the Tender Offer or Tender Form.

7.2. A reference in this paragraph 7 to a Shareholder includes a reference to the person or persons executing the Tender Form and in the event of more than one person executing a Tender Form, the provisions of this paragraph will apply to them jointly and to each of them.

   8.    Representations and Warranties - Tenders through CREST 

8.1. Each Shareholder by whom, or on whose behalf, a tender through CREST via a TTE Instruction is made irrevocably undertakes, represents, warrants and agrees to and with the Company (so as to bind itself and its personal representatives, heirs, successors and assigns) that:

8.1.1. the input of the TTE Instruction shall constitute an offer to sell to the Company such number of Shares as are specified in the TTE Instruction or deemed to be tendered, in each case, on and subject to these terms and conditions and that once the TTE Instruction has settled, such offer shall be irrevocable;

8.1.2. such Shareholder has full power and authority to tender, sell, assign or transfer the Shares in respect of which such offer is accepted (together will all rights attaching thereto) and, when the same are purchased by the Company, it will acquire such Shares with full title guarantee and free from all liens, charges, encumbrances, equitable interests, rights of pre-emption or other third party rights of any nature and together will all rights attaching thereto, on or after the Closing Date including the right to receive all dividends and other distributions declared, paid or made after that date;

8.1.3. the input of the TTE Instruction will, subject to the Tender Offer becoming unconditional, constitute the irrevocable appointment of the Receiving Agent as the escrow agent for the Tender Offer and an irrevocable instruction and authority to the Receiving Agent: (i) subject to the Tender Offer becoming wholly unconditional, to transfer to itself by means of CREST and then to transfer to the Company by means of CREST all of the Relevant Shares (as defined below) in respect of which the Tender Offer is accepted or deemed to be accepted, or to provide all or any instructions on behalf of the relevant Shareholder in respect of transferring the Relevant Shares (as defined below) in CREST to such person or persons as the Company may direct, in each case not exceeding the number of Shares which have been tendered pursuant to the Tender Offer; and (ii) if the Tender Offer is terminated or does not become unconditional and lapses, or there are Shares which have not been successfully tendered under the Tender Offer, to give instructions to Euroclear UK & International, as promptly as practicable after such lapse, termination or unsuccessful tender, to transfer Relevant Shares to the original available balances from which those Shares came. For the purposes of this paragraph, "Relevant Shares" means Shares in uncertificated form in respect of which a transfer or transfers to escrow has or have been effected pursuant to the procedures described in this paragraph;

8.1.4. such Shareholder agrees to ratify and confirm each and every act or thing which may be done or effected by the Company or any of its Directors or any person nominated by the Company or the Receiving Agent in the proper exercise of its powers and/or authorities hereunder;

8.1.5. such Shareholder shall do all such acts and things as shall be necessary or expedient and execute any additional documents deemed by the Company to be desirable, in each case to complete the purchase of the Shares and/or to perfect any of the authorities expressed to given hereunder;

8.1.6. if such Shareholder is an Overseas Shareholder, (a) he is not in the Restricted Territories or in any territory in which it is unlawful to make or accept the Tender Offer, (b) he has fully observed any applicable legal and regulatory requirements of the territory in which such Overseas Shareholder is resident or located, and (c) the Overseas Shareholder has ensured that the invitation under the Tender Offer may be made to and accepted by him under the laws and regulations of the relevant jurisdiction;

8.1.7. such Shareholder has not received or sent copies or originals of this Tender Offer Announcement or any related documents to a Restricted Territory and has not otherwise utilised in connection with the Tender Offer, directly or indirectly, the mails or any means of instrumentality (including, without limitation, facsimile transmission, internet, telex or telephone) or interstate or foreign commerce, or of any facility of a national securities exchange, of any Restricted Territory, and that such Shareholder is not tendering any Shares pursuant to the Tender Offer from any Restricted Territory;

8.1.8. the creation of a CREST payment in respect of the Tender Price in favour of such Shareholder's payment bank in accordance with the CREST payment arrangements as referred to in paragraph 6.4.2 above will constitute a complete discharge by the Company of its obligations to make such payment to such Shareholder; and

8.1.9. the input of the TTE Instruction constitutes such Shareholder's submission to the non-exclusive jurisdiction of the Court in relation to all matters arising out of or in connection with the Tender Offer or the TTE Instruction.

8.2. If the appointment of the Receiving Agent as escrow agent for the Tender Offer under paragraph 8.1.3 above shall be unenforceable or invalid or shall not operate so as to afford the benefit or authority expressed to be given in paragraph 8.1.3, the Shareholder shall with all practicable speed do all such acts and things and execute all such documents that may be required to enable Link Group to secure the full benefits of paragraph 8.1.3 above.

8.3. If, for any reason, any Shares in respect of which a TTE Instruction has been made are, prior to the Closing Date, converted into certificated form, the tender through CREST in respect of such Shares shall cease to be valid and the Shareholder will need to comply with the procedures for tendering Shares in certificated from as set out in these terms and conditions in respect of the Shares so converted, if it wishes to make a valid tender of such Shares pursuant to the Tender Offer.

   9.    Additional provisions 

9.1. Each Shareholder (other than a Restricted Shareholder) will be entitled, subject to these terms and conditions, to have accepted in the Tender Offer valid tenders to the Company. In respect of Shares held in certificated form, if in the Company's determination (in its absolute discretion) Box 2 of the Tender Form has not been validly completed in respect of the number of Shares to be tendered and provided that the Tender Form is otherwise in order and accompanied by all other relevant documents, a Shareholder may be deemed to have accepted the Tender Offer in respect of all of the Shares being tendered by the Tendering Shareholder. For the avoidance of doubt, if the number of Shares inserted in Box 2B of the Tender Form is higher than the number of Shares actually held by the Tendering Shareholder on the Record Date or the Closing Date, the Tendering Shareholder will be deemed to have tendered such lower number of Shares.

9.2. Shares sold by Shareholders pursuant to the Tender Offer will be acquired with full title guarantee and free from all liens, charges, encumbrances, equitable interests, rights of pre-emption or other third party rights of any nature and together with all rights attaching thereto on or after the Closing Date, including the right to receive all dividends and other distributions declared, paid or made after that date.

9.3. Each Shareholder who tenders or procures the tender of Shares will thereby be deemed to have agreed that, in consideration of the Company agreeing to process its tender, such Shareholder, will not revoke its tender or withdraw its Shares. Shareholders should note that once tendered, Tendered Shares may not be sold, transferred, charged or otherwise disposed of pending completion of the Tender Offer.

9.4. Any omission to despatch the Tender Offer Announcement or the Tender Form or any notice required to be despatched under the terms of the Tender Offer to, or any failure to receive the same by, any person entitled to participate in the Tender Offer shall not invalidate the Tender Offer in any way or create any implication that the Tender Offer has not been made to any such person.

9.5. No acknowledgement of receipt of any Tender Form, TTE Instruction, share certificate(s) and/or other document(s) of title will be given. All communications, notices, certificates, documents of title and remittances to be delivered by or sent to or from Shareholders (or their designated agents) will be delivered by or sent to or from such Shareholders (or their designated agents) at their own risk.

9.6. All powers of attorney and authorities on the terms conferred by or referred to in these terms and conditions or in the Tender Form are given by way of security for the performance of the obligations of the Shareholders concerned and are irrevocable in accordance with section 4 of the Powers of Attorney Act 1971.

9.7. Subject to paragraphs 10 (Miscellaneous) and 11 (Restricted Shareholders and other Overseas Shareholders) below, all tenders by Shareholders holding their Shares in certificated form must be made on the prescribed Tender Form, fully completed in accordance with the instructions set out thereon which constitute part of these terms and conditions of the Tender Offer. A Tender Form or TTE Instruction will only be valid when the procedures contained in these terms and conditions are complied with. The Tender Offer will be governed by and construed in accordance with the laws of England and Wales.

9.8. If the Tender Offer is terminated or lapses in accordance with these terms and conditions, all documents lodged pursuant to the Tender Offer will be returned promptly by post, within 14 Business Days of the Tender Offer terminating or lapsing, to the person or agent whose name and address is set out in Box 1 or, if relevant, Box 4A or 4B of the Tender Form or, if none is set out, to the tendering Shareholder or, in the case of joint holders, the first named at his or her registered address as shown in Box 1. In the case of Shares held in uncertificated form, the Receiving Agent in its capacity as the escrow agent will, within 14 Business Days of the Tender Offer terminating, give instructions to Euroclear to transfer all Shares held in escrow balances and in relation to which it is the escrow agent for the purposes of the Tender Offer by TFE Instruction to the original available balances from which those Shares came. In any of these circumstances, Tender Forms and TTE Instructions will cease to have any effect.

9.9. The instructions, terms, provisions and authorities contained in or deemed to be incorporated in the Tender Form shall constitute part of these terms and conditions. The definitions set out in this Tender Offer Announcement (as applicable) apply to the terms and conditions of the Tender Offer to which that document relates, including the Tender Form.

9.10. Subject to paragraphs 10 (Miscellaneous) and 11 (Restricted Shareholders and other Overseas Shareholders) below, the Tender Offer is open to Shareholders on the Register at the Record Date and will close at the Closing Date. Tender Forms, share certificate(s) and/or other document(s) of title or indemnities or TTE Instructions received after that time may be accepted or rejected by the Company in its absolute discretion.

9.11. Further copies of this Tender Offer Announcement may be obtained from the Company's website at https://www.gulfinvestmentfundplc.com/publications/ or from Link Group on 0371 064 0321. Calls are charged at the standard geographic rate and will vary by provider. Different charges may apply to calls from mobile telephones. Lines are open from 9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

9.12. Each Shareholder tendering Shares in the Tender Offer represents, warrants and confirms to the Company that it has observed all relevant legislation and regulations, in particular (but without limitation) that relate to anti-money laundering (the "Anti-Money Laundering Legislation"), and, in all such cases, its offer to tender Shares in the Tender Offer is made on the basis that it accepts full responsibility for any and all such requirements under the Anti-Money Laundering Legislation and warrants and represents that such requirements have been satisfied, and each Shareholder tendering Shares in the Tender Offer acknowledges that, due to money laundering prevention requirements operating within their respective jurisdictions, the Company, the Administrator, the Registrar and the Receiving Agent for the Tender Offer may require proof of addresses and identity or corporate existence, as applicable, before an offer to tender Shares can be processed and that each of the Company, the Administrator and the Registrar shall be held harmless and indemnified by each such Shareholder against any loss ensuing due to the failure to process a Shareholder's offer to tender Shares if such information as has been required, has not been provided by it.

10. Miscellaneous

10.1. Any change to the terms, or any extension or termination of the Tender Offer will be followed as promptly as practicable by a public announcement thereof no later than 1.00 p.m. on the Business Day following the date of such changes. Such an announcement will be released via a Regulatory Information Service. References to the making of an announcement by the Company includes the release of an announcement on behalf of the Company by Panmure Gordon to the press and delivery of, or telephone or facsimile or other electronic transmission of, such announcement to a Regulatory Information Service.

   10.2.      All Tendered Shares bought back by the Company will be cancelled. 

10.3. Except as contained in this Tender Offer Announcement no person has been authorised to give any information or make any representations with respect to the Company or the Tender Offer and, if given or made, such other information or representations should not be relied on as having been authorised by the Company. Under no circumstances should the delivery of this Tender Offer Announcement or the delivery of any consideration pursuant to the Tender Offer create any implication that there has been no change in the assets, properties, business or affairs of the Company since the date of this Tender Offer Announcement.

10.4. The Company reserves the absolute right to inspect (either itself or through its agents) all Tender Forms and TTE Instructions and may consider void and reject any tender that does not in the Company's sole judgement (acting reasonably) meet the requirements of the Tender Offer to which such Tender Form or TTE Instruction relates. The Company also reserves the absolute right to waive any defect or irregularity in the tender of any Shares, including any Tender Form and/or TTE Instruction (in whole or in part) which is not entirely in order or which is not accompanied by the related share certificate(s) and/or other document(s) of title or an indemnity acceptable to the Company in lieu thereof. In that event, however, the consideration in the Tender Offer will only be despatched when the Tender Form is entirely in order and the relevant share certificate(s) and/or other document(s) of title or indemnities satisfactory to the Company has/have been received. The Company, the Receiving Agent or any other person will not be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

10.5. The provisions of the UK Contracts (Rights of Third Parties) Act 1999 do not apply to the Tender Offer.

11. Restricted Shareholders and other Overseas Shareholders

11.1. The provisions of this paragraph and any other terms of the Tender Offer relating to Restricted Shareholders may be waived, varied or modified as regards specific Shareholders or on a general basis by the Company but only if the Company is satisfied that such waiver, variance or modification will not constitute or give rise to a breach of applicable securities or other laws.

11.2. Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of any such Overseas Shareholder wishing to tender Shares to satisfy himself/herself as to the full observance of the laws of the relevant jurisdiction in connection herewith, the compliance with other necessary formalities and the payment of any transfer or other taxes or other requisite payments due in such jurisdiction. Any such Overseas Shareholder will be responsible for the payment of any such transfer or other taxes or other requisite payments due by whomsoever payable and the Company and any person acting on its behalf shall be fully indemnified and held harmless by such Overseas Shareholder for any such transfer or other taxes or other requisite payments such person may be required to pay. No steps have been taken to qualify Tender Offer or to authorise the extending of Tender Offer or the distribution of this Tender Offer Announcement and Tender Forms, as well as the Circular, in any territory outside the United Kingdom.

11.3. The Tender Offer will not be made to Restricted Shareholders. Restricted Shareholders are being excluded from the Tender Offer to avoid offending applicable local laws relating to the implementation of the Tender Offer. Accordingly, copies of this Tender Offer Announcement, Tender Forms and any related documents (including the Circular) are not being and must not be mailed or otherwise distributed into any Restricted Territory, including to Shareholders with registered addresses in Restricted Territories, or to persons who the Company knows to be custodians, nominees or trustees holding Shares for persons in Restricted Territories. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should not distribute or send them in or into a Restricted Territory or use such mails or any such means, instrumentality or facility in connection with the Tender Offer, as so doing will render invalid any related purported acceptance of the Tender Offer. Persons wishing to accept the Tender Offer should not use such mails or any such means, instrumentality or facility for any purpose directly or indirectly relating to acceptance of that Tender Offer. Envelopes containing Tender Forms postmarked from a Restricted Territory or otherwise despatched from a Restricted Territory or Tender Forms which provide Restricted Territory addresses for the remittance of cash or return of Tender Forms will be rendered void.

11.4. A Shareholder will be deemed not to have made a valid tender if (i) such Shareholder is unable to make the representations and warranties set out in paragraph 7.1.8 (if relevant) and 7.1.9 above or paragraph 8.1.6 (if relevant) and 8.1.7 above, or (ii) such Shareholder inserts in Box 4A or 4B of the Tender Form the name and address of a person or agent in a Restricted Territory to whom he wishes the consideration to which such Shareholder is entitled in the Tender Offer to be sent; or (iii) the Tender Form received from him/her is in an envelope postmarked in, or which otherwise appears to the Company or its agents to have been sent from, a Restricted Territory. The Company reserves the right, in its absolute discretion, to investigate, in relation to any acceptance, whether the representations and warranties referred to in paragraph 7.1.8 (if relevant) and 7.1.9 above or in paragraph 8.1.6 (if relevant) and 8.1.7 above given by any Shareholder are correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representations and warranties are not correct, such acceptance shall not be valid.

11.5. If, in connection with the Tender Offer, notwithstanding the restrictions described above, any person (including, without limitation, custodians, nominees and trustees), whether pursuant to a contractual or legal obligation or otherwise, forwards this Tender Offer Announcement, the Tender Form or any related offering documents in or into a Restricted Territory or uses the mails of, or any means or instrumentality (including, without limitation, facsimile transmission, telex, internet and telephone) of interstate or foreign commerce of, or any facility of a national securities exchange in, a Restricted Territory in connection with such forwarding, such person should (i) inform the recipient of such fact; (ii) explain to the recipient that such action may invalidate any purported acceptance by the recipient; and (iii) draw the attention of the recipient to this paragraph.

11.6. Overseas Shareholders (who are not Restricted Shareholders) should inform themselves about and observe any applicable legal or regulatory requirements. If you are in any doubt about your position, you should consult your professional adviser in the relevant territory.

12. Modifications

12.1. These terms and conditions shall have effect subject to such non-material modifications or additions as the Company may from time to time approve in writing. The times and dates referred to in this Tender Offer Announcement may be amended by the Company and notified to Shareholders via an announcement through a Regulatory Information Service. Details of any such changes will also appear on the Company's website at https://www.gulfinvestmentfundplc.com/publications/ .

12.2. The Company may, in its discretion, require some or all of a Shareholder's Tendered Shares to instead be transferred to a third party purchaser and each Shareholder shall comply in a timely fashion with any such requirements of the Company, provided always that each such Shareholder shall not receive less consideration for the transfer of the Tendered Shares than it would have received from the Company pursuant to the Tender Offer. Each Shareholder shall be deemed to have given the same representations and warranties (mutatis mutandis) referred to in these terms and conditions in respect of the Tendered Shares to be transferred to a third party.

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March 17, 2022 03:00 ET (07:00 GMT)