TIDMGIF
RNS Number : 0913N
Gulf Investment Fund PLC
21 September 2023
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
21 September 2023
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 28
November 2022 (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 22 December 2022 and is
referred to as the September 2023 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/investor-relations/other-documents/
.
Outline of the Tender Offer
Shareholders on the Register at 5.30 p.m. on 26 September 2023
(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 6 October 2023 (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.
In this regard, the costs associated with the Tender Offer are
expected to be approximately US$50,000. However, in accordance with
the terms of the Tender Offer, these costs are capped at 5 per
cent. of the unaudited realised value of the Tender Pool (after
taking into account the costs associated with the realisation of
all the assets in the Tender Pool and the Tender Pool's pro rata
share of the Company's operating costs) and the balance (if any) of
the implementation costs will be borne by the Continuing Pool. 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 6
October 2023 (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 21 September 2023
Record Date for participation in the 5.30 p.m. on 26 September
Tender Offer 2023
Latest time and date for receipt of 1.00 p.m. on 5 October
Tender Forms and/or for settlement of 2023
TTE Instructions in respect of the Tender
Offer (the "Closing Date")
Confirmation Date and announcement regarding 6 October 2023
the Minimum Size Condition(1)
If the Minimum Size Condition is satisfied:
Calculation Date 5.30 p.m. on 6 October
2023
Establishment of Tender Pool and Continuing 9 October 2023
Pool
Realisation of the Tender Pool commences 10 October 2023
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
Frazer Pickering/Suzanne Jones +44 (0) 1624 630400
Apex Corporate Services (IOM) Limited
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/investor-relations/other-documents/
. The Circular is available to view or download on the Company's
website at
https://www.gulfinvestmentfundplc.com/investor-relations/other-documents/
. 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/investor-relations/other-documents/
. 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 CREST) 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 or TTE Instructions 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. 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. The Tender Pool
will also bear the costs associated with the implementation of the
Tender Offer, although the costs associated with the implementation
of the Tender Offer which are to be borne by the Tender Pool will
be capped at 5 per cent. of the unaudited realised value of the
Tender Pool (after taking into account the costs associated with
the realisation of all the assets in the Tender Pool and the Tender
Pool's pro rata share of the Company's operating costs) and the
balance (if any) of the implementation costs will be borne by the
Continuing 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, inter alia , the (capped) 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 or the
allocation of an 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
holders 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
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 22213GUL;
-- 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
to 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 the
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, 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 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. 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 apply to these terms and
conditions.
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 on 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 644 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, the
Registrar and the Receiving Agent 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 the 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/investor-relations/other-documents/.
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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END
TENNKKBQKBKDKCB
(END) Dow Jones Newswires
September 21, 2023 02:00 ET (06:00 GMT)
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