Gabelli Merger Plus+ Gabelli Merger -GMPP - Commencement of Tranche Two Tender Offer

Gabelli Merchant Partners

04/01/2023 07:00

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RNS Number : 5795L  Gabelli Merger Plus+ Trust PLC  04 January 2023

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

4 January 2023

Gabelli Merger Plus+ Trust plc
(the "Company")

Commencement of Tranche Two Tender Offer

Legal Entity Identifier: 5493006X09N8HK0V1U37

Further to the announcement made by the Company on 19 August 2022 (the
"Initial Announcement"), the Company reaffirms that the Tranche Two Tender
Offer will take place on the basis of the timetable set out in the Initial
Announcement, and replicated below. Accordingly, the Company has today sent
the Tranche Two Tender Forms to Shareholders for use by or on behalf of
Qualifying Registered Shareholders who hold their Qualifying Shares in
certificated form.

Full details of the Tranche Two Tender Offer are set out in the circular
published by the Company on 19 August 2022 (the "Circular"). Please visit the
Company's website
(https://www.gabelli.co.uk/investment-products/gabelli-merger-plus/fifth-anniversary-tender/
(https://www.gabelli.co.uk/investment-products/gabelli-merger-plus/fifth-anniversary-tender/)
) for further information, the Circular and the Tranche Two Tender Form.

Defined terms used in this announcement have the meanings given in the
Circular, unless the context otherwise requires.

 EXPECTED TIMETABLE - TRANCHE TWO TENDER OFFER
                                                                                 2023
 Tranche Two Tender Offer opens                                                  3 January
 Latest time and date for receipt of Tranche Two Tender Forms and submission of  1.00 p.m. on 2 February
 TTE Instructions from or on behalf of Qualifying Registered Shareholders
 Tranche Two Record Date                                                         6.00 p.m. on 2 February
 Tranche Two Calculation Date                                                    close of business on 8 February
 Results of Tranche Two Tender Offer and Tranche Two Tender Price announced      10 February
 CREST accounts credited for revised uncertificated holdings of Qualifying       By 15 February
 Shares (or, in the case of unsuccessful tenders, for entire holdings of
 Qualifying Shares)
 CREST Settlement Date: payments through CREST made and CREST accounts settled   By 15 February
 Balancing share certificates and cheques despatched to Shareholders who hold    By 20 February
 Qualifying Shares in certificated form
 Notes
 1.  References to times are to London time.
 2. The dates set out in the expected timetable may be adjusted by the
 Company, in which event details of the new dates will be notified to
 Shareholders by an announcement made by the Company through a Regulatory
 Information Service.

 

For further detailed queries relating to the status of your shareholding,
please contact the specialist Information Agents at Morrow Sodali:

Jonathan Harker
j.harker@morrowsodali.com (mailto:j.harker@morrowsodali.com)

+44 (203) 148 9770

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

For further information, please contact:

Gabelli Asset Management UK Ltd

Email: GMPTeam@gabelli.com

 

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