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
Legal Entity Identifier: 2138009DIENFWKC3PW84
4 October 2024
Gulf Investment Fund plc
(the "Company")
Publication and posting of Circular proposing the members' voluntary liquidation of the Company
and
Timetable for suspension and cancellation of the Company's admission to trading
Further to the announcement made on 9 September 2024, the Company announces the publication of a circular (the "Circular") and notice of extraordinary general meeting (the "EGM"), which is being posted to Shareholders for the purpose of proposing a vote on the members' voluntary liquidation of the Company (the "Proposals"). The reasons for and background to the Proposals are set out in the Circular. The Circular also contains the timetable for the suspension and cancellation of the Company's admission to trading. The Resolution to approve the Proposals requires the approval of 75 per cent. or more of the votes cast by Shareholders at the EGM. The Board has received irrevocable undertakings to vote in favour of the Resolution from certain shareholders who, in aggregate, hold 34,053,155 Shares, representing approximately 87.5 per cent. of the Company's issued share capital.
The current timetable for the Proposals is as follows:
| | 2024 |
| | |
| Date from which it is advised that dealings in Shares should only be for cash settlement and immediate delivery of documents of title | close of business on 25 October |
| Latest time and date for receipt of Forms of Proxy or electronic proxy appointments for use at the Extraordinary General Meeting | 11.00 a.m. on 27 October |
| Latest time for delivery to Registrars of documents of title relating to dealings in Shares subject to cash settlement | 5.00 p.m. on 28 October |
| Close of Register and Record Date for participation in the Members' Voluntary Liquidation | 6.00 p.m. on 28 October |
| Suspension of Shares from trading on the Specialist Fund Segment | 7.30 a.m. on 29 October |
| Extraordinary General Meeting | 11.00 a.m. on 29 October |
| Appointment of Liquidator | 29 October |
| Cancellation of the admission to trading of the Shares on the Specialist Fund Segment | expected to be at 8.00 a.m. on 30 October |
| First cash distribution to Shareholders* | expected to be in early December |
* Actual date to be determined by the Liquidator.
The above times and/or dates may be subject to change and, in the event of such change, the revised times and/or dates will be notified to Shareholders by an announcement through a Regulatory Information Service.
All references to times in this document are to London times.
The Circular will be available from the Company website https://www.gulfinvestmentfundplc.com/investor-relations/ and the National Storage Mechanism shortly.
The Company's shares will be suspended from trading at 7:30 a.m. on 29 October 2024 in advance of the EGM. Conditional on the approval of Shareholders at the EGM, the Board proposes to appoint Nicholas Mark Halsall of PricewaterhouseCoopers LLC as the liquidator of the Company (the "Liquidator").
Immediately upon and with effect from the appointment of the Liquidator at the EGM, the powers of the Board will cease, the Liquidator will wind up the affairs of the Company, and the admission to trading of the Shares to trading on the Specialist Fund Segment will be cancelled with effect from 8.00 a.m. on 30 October 2024 following which the Company's shares will no longer be tradeable.
For further information:
Anderson Whamond Via Apex Corporate Services
Gulf Investment Fund plc
Frazer Pickering/Suzanne Jones +44 (0) 1624 630400
Apex Corporate Services (IOM) Limited
Alex Collins/Ashwin Kohli +44 (0) 20 3100 2000
Panmure Liberum Limited
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