Gabelli Funds, LLC, the investment adviser of Gabelli Merger
Plus+ Trust plc (the “Company”), is providing shareholders, as
general information, certain details of the Company’s tender offer
to purchase certain Ordinary Shares (“Offer”) in advance of
publication of the Offering Circular (“Circular”), and follows the
Company’s March 23, 2022 announcement.
Subject to satisfaction with compliance to all applicable legal
and regulatory requirements and other Company approvals, the
Company expects to publish the Circular and announce a
mid-September General Meeting of shareholders whereby shareholders
will be asked to consider and, if thought fit, approve a special
resolution, which is required to grant the Company the authority to
undertake the Offer. We expect the offer process to open by the end
of August, with the aim of settlement towards the end of
September.
The purchase offer is expected to be implemented via two
tranches, the first in September 2022, and the second in January of
2023, both on substantially the same terms at the qualifying
shareholders option. Qualifying registered shareholders at the time
may elect to participate in one or both of the offers depending on
their particular circumstances.
The related offer eligibility details, including dates and
instructions, and any action to be taken in respect of the Offer
will be set out in the Circular. Qualifying shareholders who wish
to retain their existing investment in the Company should take no
action. The Company has been planning to undertake this Offer since
2021, accommodating the changing regulatory environment to achieve
an optimal approach for all stakeholders. Shareholders should
contact Gabelli Funds at GMPteam@gabelli.com to ensure their
necessary evidentiary supporting materials are satisfactory and for
any general assistance.
The following Process Framework is general guidance for
shareholder preparation in advance of the company’s Offer or tender
via multiple tranches.
Process Framework – Illustration Only –
Offering Circular to provide full detail and
instruction
General Meeting Voting Process:
Announcement of The General Meeting necessary to authorize and
implement the Offer.
General Meeting Process
At the General Meeting
→
Complete the Form of Proxy and return it
to the Company's Registrars
Tender Offer Process
If you wish to retain your existing
investment in the Company
→
DO NOT return your Offer
Form or submit Instruction
If you hold your Qualifying Shares in
certificated form and wish to fully or partially sell your
Qualifying Shares (as held on the Record Date) under the Offer
→
Complete and return your Offer Form
together with evidentiary dated documents in your name, supporting
custody and their Loyalty Programme registration and your share
certificate(s) and/or other document(s) of title to the Receiving
Agent.
If you hold your Qualifying Shares in
uncertificated form and wish to fully or partially sell your
Qualifying Shares (as held on the Record Date) under the Offer
→
Submit the appropriate Instruction to the
Receiving Agent together with evidentiary dated documents in your
name, supporting custody and their Loyalty Programme registration
and/or other document(s) of title to the Receiving Agent.
If you are a Nominee Shareholder tendering
Qualifying Shares on behalf of a Qualifying Registered
Shareholder
→
Complete and return your Offer Form with
additional evidentiary documents supporting the required evidence
of the beneficial owner and their Loyalty Programme registration to
the Receiving Agent.
Shareholders should contact Gabelli Funds at
GMPteam@gabelli.com to ensure their necessary evidentiary
supporting materials are satisfactory and for any general
assistance.
The company expects an official news release in a RNS
announcement and release of an Offering Circular and other
information from the Company as required in the coming weeks, all
which will elaborate this process with specificity and detail.
The proposed Offer will purchase certain of the Company's
Ordinary Shares from Shareholders who are listed in the Loyalty
Register and who continuously remained on the Loyalty Register from
Admission to the launch of the Offer (“Qualifying Registered
Shareholders”). To be listed in the Loyalty Register, a Registered
Holder is required to confirm that, as at the date of such
application, the Share(s) is held by the Registered Holder either:
(i) for its own ultimate benefit; or (ii) as nominee for another
person(s), in which case, the Board will require the Registered
Holder to provide such information as the Board requests in
relation to the person(s) for whose ultimate benefit such Shares
are held by the Registered Holder.
Only Qualifying Registered Shareholders are entitled to
participate in the Offer tranches in respect of the Qualifying
Shares held by them, or on their behalf, as at the time and date of
each tranche. Qualifying Registered Shareholders who wish to
accept the Offer must provide evidentiary documentation for
Qualifying Shares, which includes, but is not limited to, dated
purchase and custody statements and the dated registration
submission in the Loyalty Programme. All Qualifying Registered
Shareholders whether a Registered Holder (i) for its own ultimate
benefit; or (ii) as nominee for another person(s) must establish
and provide such information and supporting documents in relation
to the person(s) for whose ultimate benefit such shares are held
and must provide such information and supporting documents attached
with the Offer Form provided, to the tender Receiving Agent.
Whether and the extent to which Qualifying Registered Shareholders
participate in the Offer tranches is a matter for each Qualifying
Registered Shareholder to decide, and will be influenced by their
own individual financial, investment and tax circumstances.
Qualifying Registered Shareholders should seek advice from their
independent financial advisers. Qualifying Registered Shareholders
should read the whole of the Offering Circular, not just this
information document, when deciding what action to take. This Offer
is voluntary. Any shares not submitted under the Offer will
continue to remain common shares on a go forward basis. To the
extent the shares remain qualified, the shares will be afforded the
right to participate in future Offer tranches and also eligible for
an additional vote per share in accordance with the terms of the
Loyalty Programme.
Important Loyalty Programme Documents
Necessary for the Offer
Qualifying Registered Shareholders who wish to tender must
provide evidentiary documentation for Qualifying Shares, which
includes dated purchase and custody statements and the dated
registration submission in the Loyalty Programme. All Qualifying
Registered Shareholders whether they are a Registered Holder (i)
for its own ultimate benefit; or (ii) as nominee for another
person(s) must establish and provide such information and
supporting documents in relation to the person(s) for whose
ultimate benefit such shares are held and must provide such
information and supporting documents attached with the Offer Form
provided to the tender Receiving Agent. Shareholders should contact
Gabelli Funds at GMPteam@gabelli.com to ensure their
necessary evidentiary supporting materials are satisfactory and for
any general assistance.
If you do not wish to sell any of your Qualifying Shares in
the Offer, do not complete nor return the Offer Form Instruction
(as applicable).
Whether and the extent to which Qualifying Registered
Shareholders participate in the Offer 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.
The Offer is voluntary. The Portfolio Manager and the
Company’s Board of Directors make no recommendation to Qualifying
Registered Shareholders as to whether or not they should take
action on all or any of their Qualifying Shares in the Offer.
Whether or not Qualifying Registered Shareholders decide to
participate will depend, amongst other factors, on their view of
the Company's prospects and their own individual circumstances,
including their own tax position.
About Gabelli Merger
Plus+
The Gabelli Merger Plus+ Trust (“GMP”) was launched in July 2017
to access Gabelli’s long term efforts in merger investing. GMP’s
primary investment objective is to seek to generate total return,
consisting of capital appreciation and current income with a
secondary objective of the preservation of capital, uncorrelated to
equity and fixed income markets. Gabelli has invested in mergers
since 1977, and created its first dedicated merger fund in 1985,
and remains vigilant in the application of its investment
methodology. GMP provides access to Gabelli’s deep history of
investing in mergers. The approach is a natural extension of its
long standing research-driven investment process oriented towards
undervalued assets as articulated through its proprietary Private
Market Value with a CatalystTM methodology. “PMV with a CatalystTM”
is the price an informed buyer would pay for an entire business in
a negotiated transaction, combined with a catalyst, to earn rates
of return independent of the broad markets’ direction.
The Period Ahead
The investment backdrop for the Gabelli Merger Plus+ Trust is
robust and positively oriented for returns. Investment
opportunities remain strong as merger volumes continue into the
year. The second quarter 2022 marked the eighth consecutive quarter
in which M&A opportunities exceeded $1 trillion, with corporate
deal making continuing globally despite the geopolitics. Companies
since the financial crisis are still seeking ways to increase their
competitive nature in the industries in which they operate, and the
pandemic has led companies to seek to secure their supply chains.
Returns are generated through a diversified portfolio of
investments across such deals earning the differential or “spread”
between the market price and the investment’s ultimate value.
Merger spreads are a function of the risk free interest rate, and
rising nominal short-term rates translates to wider spreads.
Opportunities to maintain the diversified portfolio of catalyst
event merger arbitrage continues to create an attractive
risk/reward profile for the portfolio. We remain positive on the
deals in the portfolio as well as the prospects ahead.
Lastly, we would like to thank all shareholders for your
continued support of our firm and investment process. We have been
managing assets within merger investing for over 40 years. We
continue to believe M&A can provide shareholders a transparent
investment approach and a total return profile designed to preserve
and protect capital while compounding wealth.
Additional information as it becomes available regarding the
Offer can be found on the Company's web site:
www.gabelli.com/mergerplus
LSE: GMP SEDOL: BD8P074 ISIN: GB00BD8P0741
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220817005738/en/
GMP Offer Team +44 (0) 20 3206 2100 GMPTeam@gabelli.com
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