GMP Gabelli Merger Plus+ Trust Plc

TIDMGMP TIDMGMPP

RNS Number : 6633W

Gabelli Merger Plus+ Trust PLC

19 August 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

19 August 2022

Gabelli Merger Plus+ Trust plc

(the "Company")

Publication of Circular and Notice of General Meeting

Legal Entity Identifier: 5493006X09N8HK0V1U37

Further to the RNS announcement made by the Company on 23 March 2022, in order to offer Qualifying Registered Shareholders increased optionality as to when they may tender their Qualifying Shares, the Board has determined to undertake two Tender Offers, being the Tranche One Tender Offer and the Tranche Two Tender Offer (together, the "Tender Offers").

The Company today announces that a general meeting of the Company (the "General Meeting") will be held at 3.00 p.m. on 8 September 2022 at the Company's registered office, 3 St. James's Place, London SW1A 1NP.

At the General Meeting, Shareholders will be asked to consider and, if thought fit, approve special resolutions, as it is set out in the Notice of General Meeting, one of which is required to grant the Company the authority to undertake the Tender Offers.

The Company has today published a circular which provides Shareholders with full details of the Tender Offers and includes a Notice of General Meeting (the "Circular"). Copies of the Circular, together with a Form of Proxy for use in connection with the General Meeting have been posted to Shareholders today. Regardless of whether Shareholders intend to attend the General Meeting, they are requested to complete and return the Form of Proxy as soon as possible, in accordance with the instructions printed thereon.

The Circular, together with the Tender Form and Form of Proxy is also accessible electronically on the Company's website ( https://www.gabelli.co.uk/investment-products/gabelli-merger-plus/fifth-anniversary-tender/ ) and will shortly be available for inspection at the National Storage Mechanism: https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

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

Details of the Tender Offers

The Tender Offers will enable those Qualifying Registered Shareholders (other than Restricted Shareholders, Sanctions Restricted Persons and certain Overseas Shareholders) who wish to sell some or all of their Qualifying Shares to elect to do so, subject to the overall limits of the Tender Offers. Qualifying Registered Shareholders who successfully tender Qualifying Shares will receive the relevant Tender Price, being: (i) in the case of the Tranche One Tender Offer, the NAV per Ordinary Share as at the close of business on 23 September 2022; and (ii) in the case of the Tranche Two Tender Offer, the NAV per Ordinary Share as at the close of business on 8 February 2023, in each case less an appropriate amount in respect of each tendered Qualifying Share to reflect the costs and expenses of the respective Tender Offer (to be determined by the Board in its sole discretion), including stamp duty payable in connection with the respective Tender Offer.

Under the terms of the Tender Offers, which are being made by the Company, Qualifying Registered Shareholders (other than Restricted Shareholders, Sanctions Restricted Persons and certain Overseas Shareholders) will be entitled to tender up to their Entitlement in respect of each Tender Offer.

The relevant Tender Price will be calculated in accordance with the calculation method set out at paragraph 4 of Part 3 of the Circular and will be announced on: (i) 27 September 2022 in the case of the Tranche One Tender Offer; and (ii) 10 February 2023 in the case of the Tranche Two Tender Offer. The maximum number of Qualifying Shares that will be purchased under the Tranche One Tender Offer or the Tranche Two Tender Offer will be all of the Qualifying Shares held by Qualifying Registered Shareholders as at the Tranche One Record Date or Tranche Two Record Date, respectively.

The Prospectus and the 2018 Accounts stated that should the number of Qualifying Shares validly tendered pursuant to the Fifth Anniversary Tender Offer and Additional Fifth Anniversary Tender Offer, respectively, exceed 75 per cent. of the Ordinary Shares then in issue, then the purchase of the Qualifying Shares pursuant to the relevant aforementioned tender offer would not proceed and the Board would instead put forward proposals for the winding up or restructuring of the Company. The Board no longer considers that it would be appropriate to terminate the Tender Offers or to wind up the Company should the number of Qualifying Shares validly tendered pursuant to the Tranche One Tender Offer or the Tranche Two Tender Offer equal or exceed 75 per cent. of the Company's Ordinary Shares in issue at the relevant Record Date, but will nonetheless put forward proposals for the restructuring of the Company should this occur.

Subject to the satisfaction of the Conditions relating to each Tender Offer, the Company will purchase, as principal, Qualifying Shares validly tendered under each Tender Offer at the relevant Tender Price. The Qualifying Shares which the Company acquires will be initially held in treasury and may later be cancelled at the sole discretion of the Board. The repurchase of Qualifying Shares by the Company will be funded from the Company's special distributable reserve, revenue reserve and/or the realised portion of its capital reserve, as appropriate.

The Tender Offers are subject to the Terms and Conditions set out in paragraph 3 of Part 3 of the Circular. One such Condition is that each Tender Offer shall not proceed unless the Tender Offer Resolution is passed at the General Meeting. The Tender Offers may also be terminated in certain circumstances as set out in paragraph 9 of Part 3 of the Circular. Qualifying Registered Shareholders' attention is drawn to Part 2 of the Circular, which, together with the relevant Tender Form in the case of Qualifying Shares held in certificated form, sets out the principal terms and conditions of each Tender Offer and to Part 4 of the Circular which contains a summary of certain risks associated with the Tender Offers. Details of how Shareholders will be able to tender Qualifying Shares can be found in paragraph 5 of Part 3 of the Circular.

Shareholders should note that, once tendered, Qualifying Shares may not be sold, transferred, charged or otherwise disposed of other than in accordance with the relevant Tender Offer.

The Circular is not a recommendation for Qualifying Registered Shareholders to tender their Qualifying Shares under any of the Tender Offers . Whether or not Qualifying Registered Shareholders tender their Qualifying Shares will depend on, amongst other things, their view of the Company's prospects and their own individual circumstances, including their tax position, on which they should seek their own independent advice. The Qualifying Directors may tender their Entitlements in the Tender Offers.

Shareholders who are in any doubt as to the contents of the Circular or as to the action to be taken should immediately consult their stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under FSMA if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside of the United Kingdom.

Participation of Associated Capital Group, Inc. in the Tender Offers

Associated Capital Group, Inc. ("ACG") currently holds 60.52 per cent. of the Company's Ordinary Shares and is an affiliate of the Investment Manager. In the event that the implementation of either the Tranche Once Tender Offer or the Tranche Two Tender Offer would, by itself, result in an obligation on ACG (or any other person) to make a mandatory offer for Ordinary Shares pursuant to Rule 9 of the Takeover Code the relevant Tender Offer will not proceed.

The Board understands that ACG is a Qualifying Registered Shareholder; however, the Board does not have information regarding the anticipated level of ACG's participation in the Tender Offers. ACG's proportionate interest in the Company may increase as a result of the implementation of the Tender Offers.

In the event that ACG participates in the Tender Offers to the extent whereby it tenders Qualifying Shares which, in each case, represent approximately 5 per cent. or more of the Company's issued Ordinary Share capital, it is highly likely that the payment of the relevant Tender Price to ACG in respect of such Qualifying Shares will constitute a related party transaction under the Disclosure Guidance and Transparency Rules. The Board has considered the participation of ACG in the Tender Offers and has approved such participation in principle.

Once the extent of ACG's participation in the Tender Offer is known, and if such participation would constitute a related party transaction, the Company will release an RNS announcement confirming the details of such related party transaction in accordance with the Disclosure Guidance and Transparency Rules.

Investment Trust Status

The Prospectus stated that the Fifth Anniversary Tender Offer would not proceed and the 2018 Accounts stated that the Additional Fifth Anniversary Tender Offer would not proceed if, following completion, the Company would not satisfy the requirements for qualifying as an investment trust. Following a review of the Company's future strategic options and its Shareholder base, your Board has concluded that the Tender Offers are important corporate actions for the benefit of the Company's Shareholders as a whole and that, accordingly, it is of greater importance that the Tender Offers occur, and that Qualifying Registered Shareholders are given the opportunity to participate in the Tender Offers to the extent they so wish than the Company retain its Investment Trust Status. In particular, your Board is of the opinion that after the UK's exit from the European Union, the benefits of the Company having Investment Trust Status may be significantly less relevant for a large proportion of the Company's Shareholders who are based outside the UK.

As a result, the condition that the Tender Offers will only proceed in the event that the Company would satisfy the requirements for qualifying as an investment trust following their implementation will not attach to the Tender Offers. The Tender Offers may, therefore, result in the Company not satisfying the requirements for qualifying as an investment trust. In such an event, the Board will put forward proposals for the restructuring of the Company so that it may continue in a way which is in the best interests of Shareholders as a whole. This restructuring may include a change of the Company's corporate domicile, among other considerations.

Existing Share buy-back authority

The Company's authority to repurchase its own Ordinary Shares, which was granted at the last annual general meeting of the Company held on 1 December 2021, in respect of up to 14.99 per cent. of the Company's issued share capital as at the date of that meeting, will remain in force and will be unaffected by the Tender Offers.

Due to US regulatory requirements, the Board does not intend to undertake any buy-backs of Ordinary Shares between: (i) publication of this document and the close of the Tranche One Tender Offer at 1.00 p.m. on 19 September 2022; and (ii) the opening of the Tranche Two Tender Offer on 3 January 2023 and the close of the Tranche Two Tender Offer at 1.00 p.m. on 2 February 2023.

Estimated costs and expenses

The fixed costs relating to the Tender Offers are expected to be approximately $188,000, including VAT, and it is intended that such costs shall be apportioned to the Tranche One Tender Offer and the Tranche Two Tender Offer in proportion to the total amount of the Company's Ordinary Shares which were issued upon Admission and upon the November 2021 Tap Admission, respectively. The foregoing figure does not include stamp duty. If the Tender Offers are taken up in full, the Company estimates that the cost of stamp duty will be approximately $496,123. All costs and expenses relating to the Tender Offer will be borne by Qualifying Registered Shareholders participating in the Tender Offer. If the Tender Offer is taken up in full, and based on the NAV per Ordinary Share at 16 August 2022 (being the latest practicable date prior to the publication of this document), the aggregate costs and expenses would equate to approximately 0.69 per cent. of the NAV per Ordinary Share.

Restricted Shareholders, Sanctions Restricted Persons and Overseas Shareholders

The making of the Tender Offers to persons outside the United Kingdom, the United States, Italy and Switzerland may be prohibited or affected by the laws of the relevant overseas jurisdictions. Shareholders with registered or mailing addresses outside the United Kingdom, the United States, Italy or Switzerland who are citizens or nationals of, or resident in, a jurisdiction other than the United Kingdom, the United States, Italy or Switzerland should read carefully paragraph 11 of Part 3 of the Circular.

The Tender Offers are not being made to Qualifying Registered Shareholders who are resident in, or citizens of, Restricted Jurisdictions. Restricted Shareholders are being excluded from the Tender Offers in order to avoid offending applicable local laws relating to the implementation of the Tender Offers. Accordingly, copies of the Tranche One Tender Form and the Tranche Two Tender Form are not being and must not be mailed or otherwise distributed in or into Restricted Jurisdictions.

Sanctions Restricted Persons are not permitted to participate in the Tender Offers.

It is the responsibility of all Overseas Shareholders to satisfy themselves as to the observance of any legal requirements in their jurisdiction, including, without limitation, any relevant requirements in relation to the ability of such holders to participate in the Tender Offers.

Taxation

Shareholders who are in any doubt as to their tax position should consult an appropriate professional adviser.

Additional Tender Offer

As explained in the RNS announcement made by the Company on 23 March 2022, the Board plans to undertake and additional in January 2024, subject to the Company being able to do so in compliance with all legal and regulatory requirements (the "Additional Tender Offer"). The Additional Tender Offer will also provide Shareholders entered in the Company's Loyalty Register at the relevant time with the opportunity to tender their Qualifying Shares. In order to achieve efficiencies, under the Tender Offer Resolution the Board is also seeking Shareholder authority to buy-back the Company's Ordinary Shares pursuant to the Additional Tender Offer.

Dividend

The Board expects to announce the final interim dividend in respect of the Company's financial year ended 30 June 2022 after the Tranche Two Tender Offer has concluded. Qualifying Registered Shareholders who participate in either Tender Offer will not be entitled to any such dividend in respect of any Ordinary Shares validly tendered.

Share Issuance Resolution

Notwithstanding that the Company is in the process of undertaking the Tender Offers, the Board would like to have the flexibility to grow the Company in the future. Accordingly, at the General Meeting the Board will propose a resolution that shall seek Shareholder authority to issue Ordinary Shares up to an aggregate nominal value of $511,910.30, representing 500 per cent. of the nominal value of the Company's issued Ordinary Share capital as at 16 August 2022 (being the latest practicable date prior to the publication of this document), for cash on a non pre-emptive basis (the "Share Issuance Resolution") with such authority to expire on the fifth anniversary of the date of the passing of the Share Issuance Resolution.

Action to be taken in respect of the Tender Offers

Only Qualifying Registered Shareholders whose names appear on the Loyalty Register on the Tranche One Record Date, being 6.00 p.m. on 19 September 2022, are able to participate in the Tranche One Tender Offer in respect of the Qualifying Shares held at that time.

Only Qualifying Registered Shareholders whose names appear on the Loyalty Register on the Tranche Two Record Date, being 6.00 p.m. on 2 February 2023, are able to participate in the Tranche Two Tender Offer in respect of the Qualifying Shares held at that time

Qualifying Registered Shareholders should refer to the section of the Circular titled "Procedures for tendering Qualifying Shares" contained in paragraph 5 of Part 3 of the Circular for further information on the options available to them. Shareholders who hold Qualifying Shares in certificated form should note that they should return the share certificate(s) and/or other document(s) of title in respect of the Qualifying Shares tendered with their relevant Tender Form. A Tender Form submitted without the related share certificate(s) or other document(s) of title representing the amount of Qualifying Shares to be tendered will be treated as invalid.

In order to ensure that those persons who wish to participate in the Tender Offers are entitled to do so, the Company is requiring that all Qualifying Registered Shareholders who wish to tender Qualifying Shares their Qualifying Shares must complete, or procure that the Nominee Shareholder holding Qualifying Shares on their behalf completes, the relevant Tender Form. Qualifying Registered Shareholders who wish to tender their Qualifying Shares must complete, or procure that the Nominee Shareholder holding Qualifying Shares on their behalf completes, the Tender Form regardless of whether the Qualifying Shares they are tendering are in uncertificated form and they have submitted a TTE Instruction in respect of such Qualifying Shares. The Company reserves the right to treat as invalid: (a) in the case of Qualifying Shares held in uncertificated form, TTE Instructions in respect of which a corresponding Tender Form has not been completed and received in accordance with the instructions set out above; and (b) in the case of Qualifying Shares held in certificated form, Tender Forms which have not been completed in full and received in accordance with the instructions set out above. Qualifying Registered Shareholders who wish to tender their Qualifying Shares must also enclose, or procure that the Nominee Shareholder holding Qualifying Shares on their behalf enclose, with any Tender Form submitted documentation demonstrating their holding of Qualifying Shares to which the Tender Form relates. Such documentation must include the dated purchase and custody statement in respect of such Qualifying Shares and the dated registration submission of such Qualifying Shares in the Company's Loyalty Register. Any application to tender which is not accompanied by documentation demonstrating the Qualified Registered Shareholder's holding of Qualifying Shares to which the relevant Tender Form relates may be rejected by the Company (acting by the Board in its sole discretion).

Following the latest date for receipt of tender instructions in respect of each Tender Offer, the Company, in consultation with the Registrars, will cross-check the information provided by Shareholders in the Tender Forms and the accompanying documentation against the Company's Loyalty Register to ensure that all those who wish to participate in the respective Tender Offer are entitled to do so. The Company anticipates that this process will take up to five Business Days and, as such, the results of the Tranche One Tender Offer elections and the Tranche Two Tender Offer elections will be finalised and announced on the sixth Business Day following the Tranche One Record Date and Tranche Two Record Date, respectively. The Board shall have absolute discretion to determine whether any person is a Qualifying Registered Shareholder and a holder of Qualifying Shares, at the Tranche Once Record Date and/or Tranche Two Record Date, and thereby entitled to participate under the Tranche One Tender Offer and/or Tranche Two Tender Offer, respectively.

If you do not wish to sell any of your Qualifying Shares in the Tender Offers, do not complete nor return any Tender Forms or submit any TTE Instructions (as applicable).

Whether and the extent to which Qualifying Registered Shareholders participate in the Tender Offers is a matter for each Qualifying Registered Shareholder to decide, and will be influenced by their own individual financial and tax circumstances and investment objectives. Qualifying Registered Shareholders should seek advice from an appropriately qualified independent financial adviser, authorised under FSMA if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside of the United Kingdom. All Qualifying Registered Shareholders are strongly advised to consult their professional advisers regarding their own tax position.

Recommendation in respect of the Tender Offer

The Board considers that the Tender Offers, as set out in the Circular, are in the best interests of the Company and its Shareholders as a whole.

The Board makes no recommendation to Qualifying Registered Shareholders as to whether or not they should tender all or any of their Qualifying Shares in the Tender Offers. Whether or not Qualifying Registered Shareholders decide to tender their Qualifying Shares will depend, amongst other factors, on their view of the Company's prospects and their own individual circumstances, including their own tax position.

The Qualifying Directors may tender their Entitlements in the Tender Offers.

Summary of the resolutions to be proposed at the General Meeting

The business to be conducted at the General Meeting is set out in the Notice of General Meeting at page 64 - 65 of the Circular. All Shareholders are asked to consider and vote on the resolutions set out in the Notice.

Two resolutions will be proposed at the General Meeting - the Tender Offer Resolution and the Share Issuance Resolution - each of which will be proposed as a special resolution and, accordingly, will be passed if 75 per cent. or more of the votes are cast in favour.

The Tender Offer Resolution seeks Shareholder authority to buy-back the Company's Ordinary Shares so that the Company may implement the Tender Offers and the Additional Tender Offer. If the Tender Offer Resolution is not passed, the Tender Offers will not proceed.

The Share Issuance Resolution seeks Shareholder authority to issue Ordinary Shares up to an aggregate nominal value of $511,910.30, representing 500 per cent. of the nominal value of the Company's issued Ordinary Share capital as at 16 August 2022 (being the latest practicable date prior to the publication of the Circular), for cash on a non pre-emptive basis for a period of up to five years following the date of passing of the Share Issuance Resolution.

Action to be taken in respect of the General Meeting

It is important to the Company that Shareholders have the opportunity to vote even if they are unable to attend the General Meeting. Shareholders will find enclosed with the Circular a Form of Proxy for use at the General Meeting. Whether or not Shareholders propose to attend the General Meeting in person, they are requested to complete the Form of Proxy and return it to the Company's Registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6AH, so as to arrive no later than 3.00 p.m. on 6 September 2022. All voting at the General Meeting shall be taken on a poll.

CREST members who wish to appoint a proxy through the CREST electronic proxy appointment service are referred to note 8 in the Notice of the General Meeting at the end of the Circular.

Completion and return of a Form of Proxy or the giving of a CREST Proxy Instruction will not prevent a Shareholder from subsequently attending and voting in person at the General Meeting should they wish to do so.

Recommendation in respect of the General Meeting

The Board considers that both the Tender Offer Resolution and the Share Issuance Resolution to be proposed at the General Meeting are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that you vote in favour of both the Tender Offer Resolution and the Share Issuance Resolution.

The Directors intend to vote in favour, or procure votes in favour, of the Tender Offer Resolution and the Share Issuance Resolution at the General Meeting in respect of their own beneficial holdings of Ordinary Shares, which in aggregate amount to 23,800 Ordinary Shares (representing approximately 0.2 per cent. of the issued Ordinary Share capital of the Company as at the date of the Circular).

The Board makes no recommendation to Qualifying Registered Shareholders as to whether or not they should tender all or any of their Qualifying Shares in the Tender Offers. Whether or not Qualifying Registered Shareholders decide to tender their Qualifying Shares will depend, amongst other factors, on their view of the Company's prospects and their own individual circumstances, including their own tax position.

 
        EXPECTED TIMETABLE - TRANCHE ONE TER OFFER AND GENERAL 
                                  MEETING 
                                                                     2022 
 Publication of the Circular                                    19 August 
 Tranche One Tender Offer opens                                 19 August 
 Latest time and date for receipt of             3.00 p.m. on 6 September 
  Forms of Proxy from Shareholders and 
  the submission of CREST Proxy Instructions 
 General Meeting                                 3.00 p.m. on 8 September 
 Latest time and date for receipt of            1.00 p.m. on 19 September 
  Tranche One Tender Forms and submission 
  of TTE Instructions from or on behalf 
  of Qualifying Registered Shareholders 
 Tranche One Record Date                        6.00 p.m. on 19 September 
 Tranche Once Calculation Date                       close of business on 
                                                             23 September 
 Results of Tranche One Tender Offer                         27 September 
  announced and Tranche One Tender Price 
  announced 
 CREST accounts credited for revised                      By 30 September 
  uncertificated holdings of Qualifying 
  Shares (or, in the case of unsuccessful 
  tenders, for entire holdings of Qualifying 
  Shares) 
 CREST Settlement Date: payments through                  By 30 September 
  CREST made and CREST accounts settled 
 Balancing share certificates and cheques                    By 7 October 
  despatched to Shareholders who hold 
  Qualifying Shares in certificated 
  form 
 Notes 
 1. References to times in the Circular 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. 
 
 
                     EXPECTED TIMETABLE - TRANCHE TWO TER OFFER 
                                                                                  2023 
 Tranche Two Tender Offer opens                                              3 January 
 Latest time and date for receipt of Tranche                   1.00 p.m. on 2 February 
  Two Tender Forms and submission of 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                                   10 February 
  Tranche Two Tender Price announced 
 CREST accounts credited for revised uncertificated                     By 15 February 
  holdings of Qualifying Shares (or, in the 
  case of unsuccessful tenders, for entire 
  holdings of Qualifying Shares) 
 CREST Settlement Date: payments through                                By 15 February 
  CREST made and CREST accounts settled 
 Balancing share certificates and cheques                               By 20 February 
  despatched to Shareholders who hold Qualifying 
  Shares in certificated form 
 Notes 
 1. References to times in this document 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. 
 

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:

   John Ball             +1 914 921 7728 

Gabelli Funds, LLC

One Corporate Center, Rye, NY 10580-1422, United States

19 August 2022

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August 19, 2022 10:02 ET (14:02 GMT)