TIDMGMP TIDMGMPP
RNS Number : 4624D
Gabelli Merger Plus+ Trust PLC
19 October 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
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.
19 October 2022
Gabelli Merger Plus+ Trust plc
Legal Entity Identifier: 5493006X09N8HK0V1U37
The Board of Gabelli Merger Plus+ Trust plc (the "Company") is
providing an update on its change of corporate tax status, pursuant
to Listing Rule ("LR") 15.6.1 and additional information regarding
its Loyalty Programme.
As set out in the Offering Circular dated 19 August 2022 and RNS
announcement made by the Company on 4 October 2022, as a result of
the Tranche One Tender Offer the Board of Directors has elected
that the Company now operates as a Close Company for the purposes
of taxation and no longer avails itself of investment trust status,
as per section 1158 of the Corporation tax Act 2010.
Loyalty Programme
Shareholders named in the Loyalty Register and who have held
their shares for any consecutive five-year period, may be eligible
to subscribe for an additional vote per share, further aligning
shareholder and governance of the Company for the long term.
Subscription forms will be made available on the company's website.
Special Voting Loyalty Shares will be issued in advance of the
Company's next AGM, expected later this calendar year.
The Company reiterates 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 One 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
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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END
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(END) Dow Jones Newswires
October 19, 2022 11:46 ET (15:46 GMT)
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