TIDMGVP
RNS Number : 7834L
Gabelli Value Plus+ Trust PLC
15 January 2021
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND AND 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
15 January 2021
GABELLI VALUE PLUS(+) TRUST PLC ("the Company")
Legal Entity Identifier: 213800FZFN1SD1GNNZ11
Intention to Propose Members' Voluntary Liquidation of the
Company and, as an alternative, a Tender Offer
At the Company's Annual General Meeting held on 30 July 2020, an
ordinary resolution was put to shareholders in connection with the
continuation of the Company (the "Continuation Resolution"). The
Continuation Resolution required over 50% of all votes cast to be
in favour of continuation for it to be passed. The total number of
votes cast against the Continuation Resolution represented
approximately 65.6% of all votes cast (excluding those
withheld).
More recently, on 7 December 2020, the Company announced that
none of the resolutions proposed at the general meeting,
requisitioned by Associated Capital Group Inc. ("ACG"), had been
passed. Approximately 64.4% of all votes cast (excluding those
withheld) were voted against each of the three resolutions put
forward.
Further to previous statements, and following careful
consideration of shareholders' views, the current size and
operational costs of the Company and Takeover Code considerations,
the board of the Company (the "Board") continues to believe that it
would be in the best interests of the Company and shareholders as a
whole to put forward proposals for the members' voluntary
liquidation of the Company. This is the most straightforward and
cost effective means to effect the clearly expressed desire of the
majority of shareholders' for a discontinuation of the Company,
inter alia, from a tax perspective. Therefore, the Board intends to
publish shortly a circular convening a general meeting of the
Company at which a resolution will be proposed to place the Company
into members' voluntary liquidation.
As the Board has said previously, given ACG's public statements
in support of the Company's existing investment strategy, the Board
is happy to discuss with ACG options that the Company could offer
as part of a members' voluntary liquidation of the Company. These
include potentially distributing to ACG its pro rata share of the
Company's assets in specie, or, offering the option of a rollover
vehicle with a similar strategy and manager to the Company for
those shareholders not requiring a cash exit. To date ACG has not
pursued any of these options with the Company, and there has been
no wider shareholder interest in any alternative to a cash exit, so
there will be no alternative to a cash exit should the resolution
proposing the members' voluntary liquidation of the Company be
passed at the general meeting.
The resolution to place the Company into members' voluntary
liquidation is required to be proposed as a special resolution,
requiring 75% of votes cast to be in favour in order to be passed.
Further to its statement on 15 September 2020, ACG may exercise its
votes to vote down the resolution. In addition, the Board notes the
statement contained within the letter from ACG published on 12
November 2020 that, at the general meeting on 7 December 2020, it
would vote its shares against a resolution to liquidate the Company
should it be put forward for shareholder approval at that meeting,
effectively blocking the approval of a liquidation. The Board
repeats its previous requests that ACG take full account of the
wishes of the clear majority of shareholders, since a members'
voluntary liquidation represents the most effective means of
effecting discontinuation for shareholders as a whole.
In the event the resolution to place the Company into members'
voluntary liquidation is not passed at the general meeting, and
subject to any regulatory approvals required, the Board will put
forward a further resolution to seek shareholder authority to
implement a substantial capital return to shareholders by way of a
tender offer. This resolution will be proposed as an ordinary
resolution requiring approval by a simple majority of the votes
cast at the general meeting.
The Company, as at 31 March 2020, had distributable reserves of
approximately GBP97 million. It is the Board's intention that
almost all of these distributable reserves will be used as the
basis for the funding of the tender offer. The Board's intention is
that the Company's assets and liabilities will be valued on the
calculation date relating to the tender offer and, subject to the
number of tendered shares, the Board will be required to split the
Company's assets into two pools, the continuing pool and the tender
pool. The Investment Manager will be instructed to realise the
assets allocated to the tender pool as soon as practicable and the
proceeds (after payment of the associated costs) used to repurchase
the tendered shares. The tender price will be determined once the
Company's assets have been allocated between the continuing pool
and the tender pool, and, the assets contained in the tender pool
have been fully realised and all the liabilities (including the
costs of the proposals) to be borne by the tender pool have been
accounted for.
The unaudited net assets of the Company as at 13 January 2021
were approximately GBP153m. The Board would again note that its
preference is for a members' voluntary liquidation of the Company
and shareholders, including ACG, should appreciate that a tender
offer will not return all shareholders' capital, and, will likely
leave a smaller residual Company. The Company could then be
uneconomic, could potentially be delisted if it fails to meet the
free float requirements of the FCA's Listing Rules and may suffer
deleterious tax consequences should it lose its investment trust
status, such as through being delisted.
A further announcement, and publication of the circular, will
follow as soon as practicable.
For further information please contact:
Maitland Administration Services Limited
Email: cosec@maitlandgroup.co.uk
Phone: +44 (0) 1245 398950
Peel Hunt LLP
Luke Simpson / Liz Yong
Telephone: +44 (0) 20 7418 8900
Overseas Shareholders
This announcement does not constitute any offer for or
invitation to sell or purchase any securities, or any solicitation
of any offer for, securities in any jurisdiction. Any acceptance or
other response to any tender offer should be made only on the basis
of information contained in or referred to in a circular to be
circulated. Such a circular will contain important information,
including the full terms and conditions of any tender offer, which
shareholders are urged to read carefully. Any tender offer will not
be made, directly or indirectly, in or into, or by use of the mails
of, or by any means or instrumentality of interstate or foreign
commerce of, or any facilities of a national securities exchange
of, Australia, Canada, Japan, New Zealand or the Republic of South
Africa.
US Shareholders
Any tender offer relates to securities in a non--US company and
is subject to the disclosure requirements, rules and practices
applicable to companies listed in the UK, which differ from those
of the United States in certain material respects. Any circular
will have been prepared in accordance with the UK style and
practice for the purpose of complying with English law. The
financial information relating to the Company will not have been
prepared in accordance with generally accepted accounting
principles in the United States and thus may not be comparable to
financial information relating to US companies. Any tender offer
will not be subject to the disclosure and other procedural
requirements of Regulation 14D under the US Exchange Act. Any
tender offer will be made in the United States in accordance with
the requirements of Regulation 14E under the US Exchange Act to the
extent applicable. Certain provisions of Regulation 14E under the
US Exchange Act are not applicable to the tender offer by virtue of
Rule 14d--1(d) under the US Exchange Act. US Shareholders should
note that the shares are not listed on a US securities exchange and
the Company is not subject to the periodic reporting requirements
of the US Exchange Act and is not required to, and does not, file
any reports with the US Securities and Exchange Commission
thereunder.
It may be difficult for US Shareholders to enforce certain
rights and claims arising in connection with any tender offer under
US federal securities laws since the Company is located outside the
United States and its officers and directors 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 tender offer by a
shareholder who is a US citizen or otherwise a US taxpayer will
likely be a taxable transaction for federal income tax purposes. In
the event of such a tender offer, each such shareholder should
consult and seek individual US tax advice from an appropriate
professional adviser. To the extent permitted by applicable law and
in accordance with normal UK practice, the Company, Peel Hunt LLP,
or any of their respective affiliates, may make certain purchases
of, or arrangements to purchase, shares outside the United States
during the period in which any tender offer remains open for
participation, including sales and purchases of shares effected by
Peel Hunt LLP acting as market maker in the shares. These
purchases, or other arrangements, may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. In order to be excepted from the requirements of
Rule 14e--5 under the US Exchange Act by virtue of Rule
14e--5(b)(12)
thereunder, such purchases, or arrangements to purchase, must
comply with applicable English law and regulation, including the
listing rules of the FCA, and the relevant provisions of the US
Exchange Act. Any information about such purchases will be
disclosed as required in the UK and the US and, if required, will
be reported via a Regulatory Information Service and will be
available on the London Stock Exchange website at
http://www.londonstockexchange.com.
While any tender offer will be made available to shareholders in
the United States, the right to tender shares will not be made
available in any jurisdiction in the United States in which the
making of the tender offer or the right to tender such shares would
not be in compliance with the laws of such jurisdiction.
This document has not been approved, disapproved or otherwise
recommended by the US Securities and Exchange Commission or any US
state securities commission and such authorities have not confirmed
the accuracy or determined the adequacy of this document. Any
representation to the contrary is a criminal offence in the United
States.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCBIMJTMTJBTTB
(END) Dow Jones Newswires
January 15, 2021 02:00 ET (07:00 GMT)
Gabelli Value Plus+ (LSE:GVP)
Graphique Historique de l'Action
De Avr 2024 à Mai 2024
Gabelli Value Plus+ (LSE:GVP)
Graphique Historique de l'Action
De Mai 2023 à Mai 2024