Tender Offer - Tranche Two Results

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: [email protected]

10 February 2023