Dividend Declaration & On-Market Share Repurchase
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.
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.
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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.
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