Gabelli Merger Plus+ Trust
Plc
(the "Company" or
"GMP")
31 January
2024
Announcement of Interim
Dividend Declaration and
Commencement of On-Market Share Repurchase
The Company today is pleased to
announce two measures to return capital to shareholders. Firstly
the declaration of an interim dividend of 12 cents per share and
secondly, the commencement of an On-Market Repurchase ("OMT") via
an ongoing SETSqx tender for up to 5% of the shares held by
minority shareholders or approximately 25,000
shares.
The Board is pleased to announce the
second interim dividend in respect to the financial year ending 30
June 2023 of US$0.12 per ordinary share has been declared by the
Directors, Payable on 15 March 2024 to holders of ordinary shares
on the register at the close of business on 1 March 2024
(ex-dividend date is 29 February 2024). The Board will continue to
review and assess the Company's distribution policy.
In addition, on 26 October 2023, the
Company announced its full year results and reiterated its plan to
repurchase shares in 2024. The company plans to commence this
repurchase consistent with previous indications and through a daily
tender via the London Stock Exchange's SETSqx auction market a
purchase of those shares put by "Eligible Shareholders" (as defined
below). The Company will tender for any such shares put to auction
in various intervals and prices at its discretion and in accordance
with repurchase guidelines. It is estimated this OMT programme will
be implemented over the course of approximately ten trading days,
but may be shortened or extended as deemed appropriate. The
Company expects to reduce shares outstanding by 25,000 through this
OMT repurchase of its Ordinary Shares (nominal value
of $0.01 each or "Ordinary
Shares").
The OMT will commence on 31 January
2024 and is expected to end by 14 February 2024. The term of
the Programme may be extended to end no later than 1 March 2024 to
account for certain parameter or disruption events during the
initial term of the Programme.
The OMT, the purpose of which is to
reduce the Company's issued share capital, will take place within
the limitations of the authority granted by shareholders to the
Board of the Company at its Annual General Meeting, held on 30
November 2023 (the "2023 Authority"). The 2023 Authority is
due to expire at the conclusion of the 2024 AGM.
The maximum number of Ordinary
Shares that can be purchased by GMP under its Authority
is 685,079. This
number reflects the impact on the 2023 Authority of the reduction
in issued share capital following the off-market buyback announced
on 22 May 2023.
For avoidance of doubt, the OMT will
seek to repurchase 25,000 shares, leaving 660,079 shares remaining
under this authority. Eligible Shareholders include any
holder of ordinary shares on the Company's register. They may or
may not be also lodged to the Company's Loyalty Register. A
successful put of shares repurchased in the Programme would result
in a sale to the Company and otherwise change the beneficial
ownership as part of the Company's Loyalty Programme as
applicable.
WHILE THE BOARD CONSIDERS THE
PROGRAMME IS IN THE INTEREST OF THE COMPANY AND ITS SHAREHOLDERS AS
A WHOLE, THE BOARD MAKES NO RECOMMENDATION AS TO WHETHER ELIGIBLE
SHAREHOLDERS SHOULD PARTICIPATE IN THE PROGRAMME. THIS
DETERMINATION WILL DEPEND AMONGST OTHER FACTORS, ON THEIR VIEW OF
THE COMPANY'S PROSPECTS AND THEIR OWN INDIVIDUAL CIRCUMSTANCES
INCLUDING THEIR OWN TAX POSITION. IF YOU DO NOT WISH TO SELL
ANY OF YOUR SHARES IN THE PROGRAMME, THERE IS NO ACTION FOR YOU TO
TAKE. PROGRAMME AUCTION PRICES MAY BE HIGHER OR LOWER THAN NET
ASSET VALUE. STANDARD BROKERAGE COMMISSIONS AND FEES MAY APPLY AND
REDUCE YOUR NET PROCEEDS IN ANY SALE. THE COMPANY HAS NO OBLIGATION
TO FULFILL YOUR PUT SHARES AT SPECIFIC PRICES OR QUANTITIES DURING
THE PROGRAMME PERIOD OR ANY OTHER TIME. IF YOUR SHARES ARE
SUCCESSFULLY SOLD IN THE AUCTION, YOU WILL NO LONGER BE A
SHAREHOLDER OF THAT QUANTITY IN THE COMPANY WITH ALL RIGHTS OF AN
ORDINARY SHAREHOLDER CEASING AT SETTLEMENT. THE COMPANY MAKES NO
ASSURANCE THAT THEY ARE THE BUYING PARTY IN ANY AUCTION TRANSACTION
AS THE AUCTION SYSTEM IS OPEN TO ALL ELIGIBLE MARKET
PARTICIPANTS.
Further information please
contact:
Gabelli Asset Management UK
Ltd.
GMPassist@gabelli.com
Legal Entity
Identifier: 5493006X09N8HK0V1U37
Important Note:
The information contained in this press release is for
background purposes only and does not purport to be full or
complete. No reliance may or should be placed by any person for any
purpose whatsoever on the information contained in this press
release, or on its completeness, accuracy or fairness, and any such
information is subject to change.
This document is not for release, publication or distribution,
directly or indirectly, in whole or in part in any jurisdiction
where such offer or sale would be unlawful or would impose any
unfulfilled registration, qualification, publication or approval
requirements on Gabelli Merger Plus+ Trust Plc (the "Company") or
GAMCO ASSET MANAGEMENT (UK) LTD (or any of its affiliated entities)
(together, "GAMCO"). Persons into whose possession this document
comes must inform themselves about, and observe, any such
restrictions, as any failure to comply with such restrictions may
constitute a violation of the securities law of any such
jurisdiction. This document has been prepared by the Company for
information purposes only and does not constitute an offer to sell,
or the solicitation of an offer to acquire or subscribe for,
ordinary shares of $0.01 each in the capital of the Company
("Ordinary Shares") in any jurisdiction where such an offer or
solicitation is unlawful or would impose any unfulfilled
registration, qualification, publication or approval requirements
on the Company or GAMCO. The offer and sale of Ordinary Shares have
not been and will not be registered under the applicable securities
laws of the United States, Australia, Canada, South Africa or
Japan. Subject to certain exceptions, the Ordinary Shares may not
be offered or sold within the United States, Australia, Canada,
South Africa or Japan or to any national, resident or citizen of
the United States, Australia, Canada, South Africa or
Japan
This document does not constitute any form of financial
opinion or recommendation on the part of the Company or any of its
affiliates or advisers and is not intended to be an offer, or the
solicitation of any offer, to buy or sell any securities in any
jurisdiction. Each investor must comply with all legal requirements
in each jurisdiction in which it purchases, offers or sells the
Company's securities, and must obtain any consents, approval or
permission required by it.
The Ordinary Shares have not been nor will be registered under
the U.S. Securities Act of 1933, as amended (the "U.S. Securities
Act") or with any securities regulatory authority of any state or
other jurisdiction of the United States, and the Ordinary Shares
may not be offered, sold, exercised, resold, transferred or
delivered, directly or indirectly, within the United States or to,
or for the account or benefit of, U.S. Persons (as defined in
Regulation S under the U.S. Securities Act), except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction in the United States. The Company has not been
and will not be registered under the U.S. Investment Company Act of
1940, as amended (the "U.S. Investment Company Act") and investors
will not be entitled to the benefits of the U.S. Investment Company
Act.
This document is being issued to and directed only at: (i)
persons who have professional experience in matters relating to
investments and who are investment professionals within the meaning
of Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Financial Promotion Order");
or (ii) persons who fall within Article 43 of the Financial
Promotion Order (members and creditors of certain bodies
corporate); or (iii) persons who fall within Article 49(2) of the
Financial Promotion Order (including certain high net worth
companies, unincorporated associations or partnerships and the
trustees of high value trusts, or other respective directors,
officers or employees as described in Article 49 of the Financial
Promotion Order); or (iv) any other persons to whom this
presentation for the purposes of Section 21 of FSMA can otherwise
lawfully be made without further action; or (v) persons otherwise
permitted by the laws of the jurisdiction in which they are
resident to receive them; or (vi) in relation to persons in member
states of the European Economic Area ("EEA"), are a "professional
client" or an "eligible counterparty" within the meaning of Article
4(1)(II) and 24(2); (3) and (4), respectively, of MiFID (as MiFID
is implemented into national law of the relevant EEA state). This
document is not intended to be, and must not be, distributed,
passed on or disclosed, directly or indirectly, to any other class
of person.
The condition of you receiving this document is that you fall
within one of the categories of persons described above and by
accepting this document you will be taken to have warranted,
represented and undertaken to the Company that: (a) you fall within
one of the categories of persons described above, (b) you have
read, agree to and will comply with the terms of this disclaimer;
and (c) you will conduct your own analyses or other verification of
the data set out in this document and will bear the responsibility
for all or any costs incurred in doing so.
Persons who do not fall within one of the categories of
persons described above should not rely on this document nor take
any action upon them, but should return them immediately to the
Company at its registered office.
.
In
addition, the Ordinary Shares will only be offered to the extent
that the Company: (i) is permitted to be marketed into the relevant
EEA jurisdiction pursuant to either Article 36 or 42 of the EU
Directive on Alternative Investment Fund Managers (if and as
implemented into local law); or (ii) can otherwise be lawfully
offered or sold (including on the basis of an unsolicited request
from a professional investor).
Special Note Regarding Forward Looking
Information:
Some of the statements in this press release may contain or
are based on forward looking statements, forecasts, estimates,
projections, targets or prognosis ("forward looking statements"),
which reflect our current view of future events, economic
developments and financial performance. Such forward looking
statements are typically indicated by the use of words which
express an estimate, expectation, belief, target or forecast. Such
forward looking statements are based on an assessment of historical
economic data, on our experience and current plans and/or on the
experience of certain of our advisors, and on the indicated
sources. These forward looking statement contain no representation
or warranty of whatever kind that such future events will occur or
that they will occur as described herein, or that such results will
be achieved, as the occurrence of these events and the results
thereof are subject to various risks and uncertainties. Actual
results may differ substantially from those assumed in the forward
looking statements. We will not undertake to update or review the
forward looking statements contained herein, whether as a result of
new information or any future event or otherwise.