REG - Gabelli Merger Plus+ Gabelli Merger -GMPP - Tender Offer - Tranche One Results

Associated CapitalAnnouncement

05/10/2022 09:30

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RNS Number : 7645B  Gabelli Merger Plus+ Trust PLC  04 October 2022

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR 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

The information communicated in this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU) No.
596/2014.  Upon the publication of this announcement, this information is
considered to be in the public domain.

4 October 2022

Gabelli Merger Plus+ Trust plc

Legal Entity Identifier: 5493006X09N8HK0V1U37

The Board of Gabelli Merger Plus+ Trust plc (the "Company") is pleased to
announce the results of the Tranche One Tender Offer, as set out in the
circular published by the Company on 19 August 2022 (the "Circular"). Defined
terms used in this announcement have the meanings given in the Circular,
unless the context otherwise requires.

The Company expresses its thanks to Shareholders for their long term
investment participation, their registration in the loyalty programme, and who
for five years, maintained their beneficial position.   The Board believes
that the loyalty programme strengthens the investment alignment between the
Shareholder and the investment policy for the long term.   The Company is
encouraged that its steady investment performance coupled with the loyalty
programme incentives, including the Tranche One Tender Offer, have likely
contributed to relatively low Shareholder turnover since inception.

 

The results of the tender are as follows:

 

·      A total of 3,055,957 Qualifying Shares were validly tendered
under the Tranche One Tender Offer which, upon being purchased by the Company,
will be held in treasury

·      The Tranche One Tender Price at which the Qualifying Shares will
be repurchased is 938.15 U.S. cents per share

·      The Tranche One Tender Price represents a discount of
approximately 1.78 per cent. to the NAV per Share as at the Tranche One Record
Date

·      Cash proceeds payable to Shareholders who tendered are expected
to be despatched by 13 October 2022

·      A share count of 7,182,249 may be used by Shareholders as the
denominator for calculations by which they will determine if they are required
to notify their interest in, or a change to their interest in, the Company
under the Financial Conduct Authority's Disclosure and Transparency Rules.

·      The 3,055,957 Qualifying Shares validly tendered were
approximately 29.8 per cent of the Company's issued share capital as at the
Tranche One Record date.

As set out in the RNS announcement made by the Company on 20 September 2022,
it is anticipated that the proceeds payable to Shareholders whose tendered
Qualifying Shares are held through CREST accounts are expected to be made by 7
October 2022 and that cheques for the certificated Qualifying Shares purchased
under the Tranche One Tender Offer will be despatched by 13 October 2022.
Balance certificates in respect of non-tendered Ordinary Shares will be
despatched by 13 October 2022.

 

Total Voting Rights

A share count of 7,182,249, inclusive of 323,066 Qualifying Shares eligible
for the Tranche Two Tender Offer, may be used by Shareholders as the
denominator for calculations by which they will determine if they are required
to notify their interest in, or a change to their interest in, the Company
under the Financial Conduct Authority's Disclosure and Transparency Rules.
  Following the completion of the Tranche One Tender Offer, the Company will
have 7,182,249 Ordinary Shares in issue with 3,151,917 Ordinary Shares held in
treasury.  Therefore, the current total number of voting rights in the
Company will be 7,182,249. As a result of the loyalty programme's governance
incentives, qualifying registered shareholders may be eligible to receive an
additional voting right assigned to each of their Ordinary Shares registered
in the loyalty programme.

Other Considerations

For accounting purposes, the Company has adopted the policy that the
Qualifying Shares purchased by the Company pursuant to the Tranche One Tender
Offer will be held in treasury. This policy is under review for tax and other
legal considerations.  The post tender remaining Shareholder base may result
in the Company being deemed a Close Company for the purposes of taxation and
is separately under advice.  The Company is committed to delivering its
investment programme for the long term and is examining alternatives to
minimise taxes, costs and expenses for its Shareholders.

 

 

Notice to U.S. shareholders

The Tender Offers relate to securities in a non-US company registered in
England and Wales with a listing on the Specialist Fund Segment of the London
Stock Exchange and which is subject to the disclosure requirements, rules and
practices applicable to companies listed in the United Kingdom, which differ
from those of the United States in certain material respects. This document
has been prepared in accordance with UK style and practice for the purpose of
complying with the laws of England and Wales, the rules of the London Stock
Exchange and the TISEA Listing Rules. US Shareholders should read this entire
document. Any financial information relating to the Company has been prepared
in accordance with IFRS and has not been prepared in accordance with generally
accepted accounting principles in the United States; thus it may not be
comparable to financial information relating to US companies. The Tender
Offers are being made in the United States pursuant to Section 14(e) of, and
Regulation 14E under, the Exchange Act and otherwise in accordance with the
requirements of the TISEA Listing Rules. Accordingly, the Tender Offers will
be subject to disclosure and other procedural requirements that are different
from those applicable under US domestic tender offer procedures. US
Shareholders should note that the Company is not listed on a US securities
exchange, subject to the periodic reporting requirements of the Exchange Act
or required to, and does not, file any reports with the SEC thereunder.

It may be difficult for US Shareholders to enforce certain rights and claims
arising in connection with the Tender Offers under US federal securities laws
since the Company is located outside the United States and a majority of its
officers and Directors may reside outside the United States. It may not be
possible to sue a non-US company or its officers or Directors in a non-US
court for violations of US securities laws. It also may not be possible to
compel a non-US company or its affiliates to subject themselves to a US
court's judgment.

The receipt of cash pursuant to any of the Tender Offers may be a taxable
transaction for US federal income tax purposes. Each Qualifying Registered
Shareholder should consult and seek individual tax advice from an appropriate
professional adviser.

Neither the SEC nor any US state securities commission has approved or
disapproved of this transaction or passed upon the merits or fairness of such
transaction or passed upon the adequacy of the information contained in this
document. Any representation to the contrary is a criminal offence.

Notice to Prospective Italian Persons

The Tender Offers, or any sale or delivery of Ordinary Shares arising from,
and/or connected with, the Tender Offers, or any other document or materials
relating to, and/or connected with, the Tender Offers have not been, nor will
ever be, submitted to the clearance procedures of the Italian Commissione
Nazionale per le Società e la Borsa ("CONSOB") nor of any other Italian
regulator pursuant to any applicable Italian securities laws and regulations.
Further, and without prejudice to the above, the Tender Offers do not fall
within any provisions under Articles 101-bis et seq. of the Legislative Decree
No. 58 of 24 February 1998, as amended from time to time (the "Financial
Services Act"). Subject to the advanced fulfilment of the procedure set forth
under Article 28-quater of CONSOB Regulation no. 11971 of 14 May 1999, as
amended from time to time (implementing the Financial Services Act provisions
on issuers), no Ordinary Shares under the Tender Offers may be offered, sold
or delivered, nor may copies of this document or of any other document
relating to the Ordinary Shares be distributed in the Republic of Italy,
except to: (i) "professional clients" under Italian law, as defined under
Article 35 paragraph 1, letter d) of CONSOB Regulation no. 20307 of 15
February 2018, implementing the Financial Services Act provisions on
intermediaries (the "Regolamento Intermediari"); and (ii) "selected
investors", being any investor subscribing for and/or acquiring Ordinary
Shares of the Company in Italy, to the extent permitted under applicable law,
for a minimum overall amount of at least EUR 500,000.00. Any offer, sale or
delivery of the Ordinary Shares in the Republic of Italy or distribution of
copies of this document or any other document relating to the Ordinary Shares
in the Republic of Italy under the above must be: (i) made by an investment
firm, bank or financial intermediary permitted to conduct such activities in
the Republic of Italy in accordance with the Financial Services Act, as from
time to time amended and supplemented, the Regolamento Intermediari and
Legislative Decree no. 385 of 1 September 1993, as from time to time amended
and supplemented; and (ii) in compliance with any other applicable laws and
regulations.

Notice to Swiss Shareholders

This announcement constitutes neither a prospectus nor a similar notice in the
sense of Art. 35 or 69 of the Swiss Federal Act on Financial Services.

This announcement was produced by the Company and for the use by Shareholders.
This announcement does not constitute investment, tax or legal advice in any
country and/or under any applicable jurisdiction. Readers of this announcement
should inform themselves of, and observe, any applicable legal requirements.

For further information, please contact:

Gabelli Asset Management UK Ltd

Email: GMPTeam@gabelli.com

 

4 October 2022

 

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