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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
19 April 2021
Gulf Investment Fund plc (Ticker: GIF)
Results of Extraordinary General Meeting
The Board of Gulf Investment Fund plc (the "Company") announces that at the Extraordinary General Meeting ("EGM") held today at 11.00 a.m., (1) the resolution to approve the waiver of Rule 9 of the City Code on Takeovers and Mergers in connection with implementation of the Initial Tender Offer (the "Whitewash Resolution") was passed as an ordinary resolution by Shareholders independent of the Investment Adviser; (2) the resolution to authorise the Company to make market purchases of Ordinary Shares pursuant to the Initial Tender Offer (the "Initial Tender Offer Resolution") was passed as an ordinary resolution; (3) the resolution to approve the cancellation of listing of the Company's Shares on the premium segment of the official list of the UK Financial Conduct Authority and their admission to trading on the London Stock Exchange's main market for listed securities and application be made for admission of such ordinary shares to the Specialist Fund Segment of the main market for listed securities of the London Stock Exchange was passed by way of a poll as a special resolution by Shareholders independent of the Investment Adviser (the "Proposed Cancellation and Transfer Resolution"); and (4) the resolution to approve the New Articles was passed as a special resolution (the "New Articles Resolution", together, the "Resolutions"). The results of the poll on the Resolutions are set out below.
|
|
|
|
|
Total votes cast |
|
|
Resolution |
For/ discretionary |
Against |
Votes withheld |
Number |
% of issued share capital represented by the votes cast |
|
1. Whitewash Resolution** |
30,095,079 |
4,460 |
- |
30,099,559 |
58% |
|
2. Initial Tender Offer Resolution |
46,642,446 |
4,460 |
- |
46,646,926 |
90% |
|
3. Proposed Cancellation and Transfer Resolution** |
30,095,079 |
4,460 |
- |
30,099,559 |
58% |
|
4. New Articles Resolution |
46,642,446 |
4,460 |
- |
46,646,926 |
90% |
* Percentages are expressed as a proportion of the total votes cast.
** The Investment Adviser did not vote on this resolution.
The Company will now apply to cancel the listing of its ordinary shares on the Premium Segment of the Official List and to trading on the premium segment of the Main Market and will seek admission of its ordinary shares to trading on the Specialist Fund Segment of the London Stock Exchange.
It is expected that the last day of dealings in the Shares on the premium segment of the official list of the UK Financial Conduct Authority and their admission to trading on the London Stock Exchange's main market for listed securities will be 18 May 2021 and the Proposed Transfer and Cancellation will take effect at 8.00 a.m. on 19 May 2021, being not less than 20 Business Days from the passing of the Proposed Cancellation and Transfer Resolution. Accordingly, admission of the Shares to trading on the Specialist Fund Segment is expected to take place, and dealings in Shares are expected to commence on the Specialist Fund Segment, at 8.00 a.m. on 19 May 2021.
The Tender Offer Announcement in respect of the Initial Tender Offer is expected to be released in September 2021 and further details of the Initial Tender Offer are set out in the Circular.
For the purposes of this announcement, unless otherwise defined, capitalised words and phrases shall have the meaning given to them in the circular to shareholders dated 25 March 2021 (the "Circular").
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.
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) 20 7379 5151
Maitland
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