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Gabelli Value Plus+ (GVP)

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Wednesday 09 June, 2021

Gabelli Value Plus+

Publication of General Meeting Circular

RNS Number : 3955B
Gabelli Value Plus+ Trust PLC
09 June 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

 

9 June 2021

 

GABELLI VALUE PLUS+ TRUST PLC ("the Company")

 

Legal Entity Identifier: 213800FZFN1SD1GNNZ11

 

Publication of General Meeting Circular

 

Further to the announcement made by the Company on 8 February 2021, the Board of Directors of the Company (the "Board") announces that it has today published a circular (the "Circular") to convene a general meeting of the Company to consider a continuation vote resolution (the "Continuation Vote") and, if this is not passed, a special resolution to place the Company into members' voluntary liquidation (the "MVL Resolution" and together with the Continuation Vote the "Proposals").

A copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular will also be available on the Company's website (www.gabelli.co.uk/the-gabelli-value-plus-trust/) and at the registered office of the Company (3 St. James's Place, London SW1A 1NP).

Introduction

On 8 February 2021, the Company announced that, following discussions with the Company's largest shareholder, Associated Capital Group Inc ("ACG"), the Board intended to convene a general meeting of the Company to be held no later than 31 July 2021 to consider the Continuation Vote and, if this was not passed, would then propose a special resolution to place the Company into members' voluntary liquidation. It was further announced that ACG had irrevocably undertaken to abstain from voting on both of these resolutions.

The purpose of the Circular is to set out further details relating to the Proposals and to explain why the Board recommends that Shareholders vote AGAINST the Continuation Vote and FOR the MVL Resolution at the General Meeting.

Background

At the annual general meeting held by the Company on 30 July 2020 (the "AGM"), an ordinary resolution was put to Shareholders in connection with the continuation of the Company (the "PriorContinuation Resolution"). The Prior Continuation Resolution required over 50 per cent. of all votes cast to be in favour of continuation for it to be passed. The number of Shares in issue and eligible to vote at the AGM was 98,282,193 Shares and the total number of votes cast (i.e. for, against and withheld) on the Prior Continuation Resolution was 91,612,481 Shares, representing a turnout of 93.2 per cent. The result was that approximately 65.6 per cent. of the total votes cast (excluding those withheld) were against continuation.

As a result of the vote, following the AGM, in accordance with the terms of the investment management agreement entered into between the Company and Gabelli Funds, the Company's discretionary investment manager, on 30 July 2020 the Company served 24 months' protective notice on Gabelli Funds.

As stated in the Company's announcement published on 15 September 2020, the Board, following extensive Shareholder consultation, was due to put forward proposals for the Members' Voluntary Liquidation of the Company. However, ACG announced on 15 September 2020 that it would not support the special resolution needed to effect proposals for a Members' Voluntary Liquidation and associated return of capital to Shareholders. As ACG holds more than 25 per cent. of the voting rights of the Company, and the proposals would require the approval of not less than 75 per cent. of the votes cast by Shareholders at a general meeting pursuant to a special resolution, the Board therefore announced that it was not putting forward the proposals to Shareholders at that time.

On 22 October 2020, the Company received a notice requisitioning a general meeting of the Company from ACG (the "Requisitioned Resolutions"). Under section 303 of the Companies Act, ACG as a holder of Shares representing at least 5 per cent. of the paid up capital of the Company (which carries the right of voting at a general meeting) is entitled to require the Company to call a general meeting to propose resolutions.

On 7 December 2020, the Company announced that none of the Requisitioned Resolutions were passed at the general meeting held on that day. Approximately 64.4 per cent. of all votes cast were against each of the three resolutions.

On 8 February 2021, the Company announced that, following discussions with ACG the Board intended to convene a general meeting of the Company to be held no later than 31 July 2021 to consider the Continuation Vote and, if this was not passed, would then propose the MVL Resolution. It was further announced that ACG had irrevocably undertaken to abstain from voting on both of these resolutions.

Since the Company's initial public offering in February 2015 the Company has generated NAV total returns over periods from the IPO in 2015, of 3 years, 1 year and 2021 year-to-date to 7 June 2021 as set out in the table below (along with total returns over the same periods for the Russell 3000 Value Index (in sterling), and, for the S&P 500 Index (in sterling)):

 


IPO to 7 June 2021

3 years to 7 June 2021

1 year to 7 June 2021

2021 year-to-date (to 7 June 2021)

The Company

+80.3 per cent.

+28.0 per cent.

+37.2 per cent.

+19.1 per cent.

Russell 3000 Value Index (in GBP)

+97.4 per cent.

+33.7 per cent.

+22.7 per cent.

+15.5 per cent.

S&P 500 Index (in GBP)

+148.6 per cent.

+52.8 per cent.

+20.8 per cent.

+9.3 per cent.

 

Further to previous statements, and following careful consideration of Shareholders' views, including the performance of the Company since its initial public offering, the Board continues to believe that it is 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. Consequently, at the General Meeting, the Board will propose the Continuation Vote as an ordinary resolution and, if this is not passed, will then propose the MVL Resolution as a special resolution, which, if passed, will formally place the Company into Members' Voluntary Liquidation.

Members' Voluntary Liquidation

Introduction

Subject to the Continuation Vote not being passed at the General Meeting and the MVL Resolution being passed, the Company will be placed into Members' Voluntary Liquidation and Shareholders on the Register on the Record Date will be able to realise their investment in the Company through the Members' Voluntary Liquidation.

If the MVL Resolution is passed:

· Gareth Rutt Morris and Andrew Martin Sheridan of FRP Advisory Trading Limited will be appointed as joint Liquidators and will assume immediate responsibility for the affairs of the Company and all powers of the Board will cease; and

 

· the listing of Shares on the Official List will be cancelled.

The Liquidators will work with Gabelli Funds to realise the remaining investments and distribute proceeds to Shareholders. The Directors currently anticipate that a Members' Voluntary Liquidation could take some time to complete, with the duration largely dependent upon the finalisation of the Company's liabilities. The Liquidators have indicated that, depending on the realisation of the underlying investment portfolio, they anticipate making an initial, interim distribution to Shareholders of the bulk of the Company's net asset value within a month of the liquidation commencing. So far as possible, the Liquidators and Gabelli Funds will seek to ensure that the Company's tax status as an investment trust is maintained throughout this process, although this cannot be guaranteed.

Shareholders' attention is drawn to the risk factors contained in the Circular.

Shareholder distributions

In the event that the MVL Resolution is passed, in addition to the initial interim distribution expected to be paid to Shareholders within a month of the start of the Members' Voluntary Liquidation process, it is anticipated that further smaller distributions may be made to Shareholders during the Members' Voluntary Liquidation process, although this is largely dependent upon the final realisation of the underlying portfolio companies and the finalisation of the Company's liabilities. Such distributions would be made solely at the discretion of the Liquidators. The Liquidators would retain sufficient funds in the Members' Voluntary Liquidation to meet the current, future and contingent liabilities of the Company, including the costs and expenses of the liquidation.

Future management arrangements

On 30 July 2020, the Company gave Gabelli Funds provisional 24-month termination notice for its services.  In the event that the MVL Resolution is passed, it is intended that Gabelli Funds, given its knowledge of the Company's investment portfolio, will be retained to assist the Liquidator for a short period with the realisation of the Company's portfolio, after which they would receive a termination fee in lieu of their remaining notice period. Following the commencement of the Members' Voluntary Liquidation, Gabelli Funds would cease to provide discretionary management services to the Company and, therefore, would receive fees over the remaining notice period based on the market capitalisation of the Company in the month before the MVL Resolution is passed.

Suspension and cancellation of the Company's listing and trading of the Shares

Ahead of the General Meeting, the Register will be closed at close of business on 9 July 2021 and the Shares will be disabled in CREST at the start of business on 12 July 2021. Application will be made to the FCA for suspension of the listing of the Shares on the Official List and application will be made to the London Stock Exchange for suspension of trading in the Shares at 7.30 a.m. on 12 July 2021.

In this event, the last day for dealings in the Shares on the London Stock Exchange on a normal rolling 2-day settlement basis would be 7 July 2021. Transfers received after that time would be returned to the person lodging them and, if the MVL Resolution is passed, the original holder would receive any proceeds from distributions made by the Liquidators.

If the MVL Resolution is passed and the Company is placed into Members' Voluntary Liquidation, the Company will immediately make an application for the cancellation of the admission of the Shares to listing on the Official List and to trading on the Main Market.  In this event, the cancellation would be expected to take effect at 8.00 a.m. on 13 July 2021.

After the liquidation of the Company and the making of the final distribution to Shareholders (if any), existing certificates in respect of the Shares would cease to be of value and any existing credit of the Shares in any stock account in CREST will be redundant.

Interim Dividend

The Company will pay an interim dividend (the "Interim Dividend") of 0.2 pence per Ordinary Share in order to ensure that the Company meets the distribution requirements to maintain investment trust status during the period from 1 April 2021 to the date of the General Meeting. The Interim Dividend will be paid on 2 July 2021 to Shareholders who are on the Register as at close of business on 18 June 2021. The ex-dividend date for the Interim Dividend will be 17 June 2021.

Taxation

The attention of Shareholders is drawn to Part 3 of the Circular which sets out a general guide to certain aspects of current UK taxation law and HMRC published practice.  This information is a general guide and is not exhaustive.  Shareholders who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the UK should consult an appropriate professional adviser.

General Meeting

The Proposals are subject to Shareholder approval.  A notice convening the General Meeting which is to be held at 11.15 a.m. on 12 July 2021 (or as soon thereafter as the Annual General Meeting of the Company being held on the same date shall have concluded) at the offices of Gabelli, 3 St. James's Place, London SW1A 1NP is set out at the end of the Circular.

At the General Meeting the Continuation Vote will be proposed. Should the Continuation Vote fail the MVL Resolution will be proposed to place the Company into Members' Voluntary Liquidation.

The MVL Resolution, if passed, will:

· place the Company into liquidation and appoint the Liquidators;

· authorise the Liquidators to make in specie distribution(s) to Shareholders;

· fix the remuneration of the Liquidators on the basis of time spent by them; and

· direct that the Company's books and records be held to the order of the Liquidators.

The MVL Resolution is conditional on the Continuation Vote not being passed. If the Continuation Vote is passed then the MVL Resolution will not become unconditional and will not be proposed at the General Meeting.

In order to be passed, the Continuation Vote will require the approval of Shareholders representing more than 50 per cent. of the votes cast at the General Meeting.

In order to be passed the MVL Resolution will require the approval of Shareholders representing at least 75 per cent. of the votes cast at the General Meeting.

Each of the resolutions to be proposed at the General Meeting will be taken on a poll.

The Articles provide that at the General Meeting each Shareholder present in person or by proxy or who (being a corporation) is present by a representative shall, on a show of hands, have one vote and on a poll, shall have one vote for each Share of which he/she is a holder.

The quorum for the General Meeting shall be two persons entitled to attend and to vote, each being a Shareholder or a proxy of a Shareholder or a duly authorised representative of a corporation that is a Shareholder.

The General Meeting is scheduled to take place following 21 June 2021, being the next proposed date for the easing of COVID 19 related restrictions and which increases the size of gatherings that may be held indoors. The easing of such restrictions will be dependent upon circumstances at the time and the position may change.

Based on the scheduled easing of restrictions on 21 June 2021, the General Meeting is currently intended to be an open meeting allowing Shareholders to attend in person, however the Board is not encouraging Shareholders to attend the General Meeting in person unless considered necessary and Shareholders are instead encouraged to vote by the return of a Form of Proxy. The Board may impose restrictions on entry to the General Meeting in order to limit the number of attendees if this is necessary to maintain any required level of social distancing between attendees at the General Meeting as well as compliance with the venue's security requirements.

If the timetable for the easing of COVID 19 related restrictions changes, the Board may utilise the provisions of the Articles to impose entry restrictions on attendance at the General Meeting if this is necessary to maintain any required level of social distancing between attendees at the General Meeting as well as compliance with the venue's security requirements. The Company will announce any such change to the rights of attendance at the General Meeting in advance of the meeting.

However, Shareholders may and are strongly encouraged to participate in the business of the General Meeting by exercising their votes in advance of the General Meeting by completing and returning the Form of Proxy.

To ensure that all Shareholders still have an opportunity to engage with the Board, Shareholders who have a question for the Board are invited to submit it to the Company Secretary via email to [email protected]. Please note that all questions should be submitted by close of business on 5 July 2021 to ensure that the Company is able to respond to them in advance of the General Meeting.

Recommendation

The Board considers that the Members' Voluntary Liquidation represents the most efficient and cost effective solution to meet the expressed requirements of the significant majority of Shareholders to realise their investment in the Company at a price close to the prevailing Net Asset Value per Share. Consequently, the Board considers that the MVL Resolution to be proposed at the General Meeting is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote AGAINST the Continuation Vote and FOR the MVL Resolution to be proposed at the General Meeting.

In the event that the Continuation Vote is passed, the MVL Resolution will not become unconditional and will consequently not be proposed to the General Meeting.

The Board intends to vote (or procure votes) AGAINST the Continuation Vote and FOR the MVL Resolution to be proposed at the General Meeting in respect of the Directors' own beneficial holdings of Shares, which in aggregate amount to 36,000 Shares (representing less than 0.1 per cent, of the Issued Share Capital (excluding Shares held in treasury) of the Company as at the date of the Circular).

Expected timetable

2021

Ex dividend date for the Interim Dividend

17 June

Interim Dividend record date

Close of business on 18 June

Payment date for the Interim Dividend

2 July

Last date on which it is advised that dealings in Ordinary Shares take place on a T+2 settlement basis

Close of business on 7 July

Latest time and date for receipt of Forms of Proxy
from Shareholders

11.15 a.m. on 8 July

Close of the Register and Record Date for participation in the Members' Voluntary Liquidation

Close of business on 9 July

Suspension of Ordinary Shares from trading on the London Stock Exchange and suspension of listing on the Official List of the FCA

7.30 a.m. on 12 July

General Meeting

11.15 a.m. on 12 July (or as soon thereafter as the Annual General Meeting of the Company being held on the same date shall have concluded)

Results of General Meeting announced

12 July

Conditional on the MVL Resolution being passed, cancellation of the listing of the Ordinary Shares on the Official List and cancellation of admission to trading of the Ordinary Shares on the Main Market

8.00 a.m. on 13 July

 

Notes

1. References to times in this document are to London time.

2. The dates set out in the expected timetable may be adjusted by the Company in which event details of the new dates will be notified to Shareholders by an announcement made by the Company through a Regulatory Information Service.

 

 

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

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