Gabelli Value Plus+

Proposals for Future of Company

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 £97 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 £153m. 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: [email protected]

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 nonUS 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 14d1(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 nonUS company or its officers or directors in a nonUS court for violations of US securities laws. It also may not be possible to compel a nonUS 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 14e5 under the US Exchange Act by virtue of Rule 14e5(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.

 

 

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