TIDMGMP TIDMGMPP
RNS Number : 5232P
Gabelli Merger Plus+ Trust PLC
10 February 2023
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.
10 February 2023
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 Two 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 results of the tender are as follows:
-- A total of 331,457 Qualifying Shares were validly tendered
under the Tranche Two Tender Offer which, upon being purchased by
the Company, will be held in treasury
-- The Tranche Two Tender Price at which the Qualifying Shares
will be repurchased is 973.89 U.S. cents per share
-- The Tranche Two Tender Price represents a discount of
approximately 0.3 per cent. to the NAV per Share as at the Tranche
Two Record Date
-- Cash proceeds payable to Shareholders who tendered are
expected to be despatched by 15 February 2023
-- A share count of 6,850,792 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 331,457 Qualifying Shares validly tendered were
approximately 4.6 per cent of the Company's issued share capital as
at the Tranche Two Record date.
As set out in the RNS announcement made by the Company on 4
January 2023, it is anticipated that the proceeds payable to
Shareholders whose tendered Qualifying Shares are held through
CREST accounts are expected to be made by 15 February 2023 and that
cheques for the certificated Qualifying Shares purchased under the
Tranche Two Tender Offer will be despatched by 20 February 2023.
Balance certificates in respect of non-tendered Ordinary Shares
will be despatched by 20 February 2023.
Total Voting Rights
A share count of 6,850,792 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 Two Tender Offer, the Company will have 10,334,166 Ordinary
Shares in issue with 3,483,374 Ordinary Shares held in treasury.
Therefore, the current total number of voting rights in the Company
will be 6,850,792. 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 Two 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.
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 Two Tender Offer, have likely
contributed to relatively low Shareholder turnover since
inception.
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
10 February 2023
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END
RTEFIFILFVIILIV
(END) Dow Jones Newswires
February 10, 2023 02:00 ET (07:00 GMT)
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