TIDMGMP TIDMGMPP
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/
) 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 1.00 p.m. on 2
Two Tender Forms and submission of TTE Instructions February
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 10 February
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 CREST By 15 February
made and CREST accounts settled
Balancing share certificates and cheques despatched By 20 February
to Shareholders who hold 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
+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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END
TENUOVARORUARUR
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