TIDMGMP TIDMGMPP
RNS Number : 9893Z
Gabelli Merger Plus+ Trust PLC
20 September 2022
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND OR 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
20 September 2022
Gabelli Merger Plus+ Trust plc
(the "Company")
Change to Tranche One Tender Offer Timetable
Legal Entity Identifier: 5493006X09N8HK0V1U37
The Company announces a revised timetable in respect of the
Tranche One Tender Offer, which was announced on 19 August 2022
(the "Initial Announcement"). Defined terms used in this
announcement have the meanings given in the circular to
Shareholders dated 19 August 2022 (the "Circular"), unless the
context otherwise requires.
Due to the UK bank holiday 19 September making the CREST system
inaccessible for non-UK shareholders to respond to the Tranche One
Tender Offer that was previously expected to close on 20 September,
the following dates have changed from those set out in the updated
Tranche One Tender Offer Timetable:
1.00 p.m. on
* Latest time and date for receipt of Tranche One 22 September
Tender Forms and submission of TTE Instructions from
or on behalf of Qualifying Shareholders
6.00 p.m. on
* Record Date for the Tranche One Tender Offer 22 September
close of business
* Calculation Date for the Tranche One Tender Offer on 30 September
4 October
* Results of Tranche One Tender Offer and Tranche One
Tender Price announced
By 7 October
* CREST accounts credited for revised uncertificated
holdings of Qualifying Shares (or, in the case of
unsuccessful tenders, for entire holdings of
Qualifying Shares)
7 October
* CREST Settlement Date: payments through CREST made
and CREST accounts settled
By 13 October
* Balancing share certificates and cheques despatched
to Shareholders who hold Qualifying Shares in
certificated form
All other dates remain the same and the expected timetable in
respect of the Tranche Two Tender Offer remains unchanged.
As a result of the changes detailed above, the results of
Tranche One Tender Offer and the Tranche One Tender Price will be
finalised and announced on the eighth Business Day following the
Tranche One Record Date.
General questions regarding the Tender Offers may be submitted
via email to GMPteam@gabelli.com.
An updated expected timetable of events is set out below:
EXPECTED TIMETABLE - TRANCHE ONE TER OFFER AND GENERAL
MEETING
2022
Publication of the Circular 19 August
Tranche One Tender Offer opens 19 August
Latest time and date for receipt of 3.00 p.m. on 6 September
Forms of Proxy from Shareholders and
the submission of CREST Proxy Instructions
General Meeting 3.00 p.m. on 8 September
Latest time and date for receipt of 1.00 p.m. on 22 September
Tranche One Tender Forms and submission
of TTE Instructions from or on behalf
of Qualifying Registered Shareholders
Tranche One Record Date 6.00 p.m. on 22 September
Tranche Once Calculation Date close of business on
30 September
Results of Tranche One Tender Offer 4 October
announced and Tranche One Tender Price
announced
CREST accounts credited for revised By 7 October
uncertificated holdings of Qualifying
Shares (or, in the case of unsuccessful
tenders, for entire holdings of Qualifying
Shares)
CREST Settlement Date: payments through 7 October
CREST made and CREST accounts settled
Balancing share certificates and cheques By 13 October
despatched to Shareholders who hold
Qualifying Shares in certificated
form
Notes
1. References to times 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.
Notice to U.S. shareholders
The Tender Offers relate to securities in a non-US company
registered in England and Wales with a listing on the Specialist
Fund Segment of the London Stock Exchange and which is subject to
the disclosure requirements, rules and practices applicable to
companies listed in the United Kingdom, which differ from those of
the United States in certain material respects. This document has
been prepared in accordance with UK style and practice for the
purpose of complying with the laws of England and Wales, the rules
of the London Stock Exchange and the TISEA Listing Rules. US
Shareholders should read this entire document. Any financial
information relating to the Company has been prepared in accordance
with IFRS and has not been prepared in accordance with generally
accepted accounting principles in the United States; thus it may
not be comparable to financial information relating to US
companies. The Tender Offers are being made in the United States
pursuant to Section 14(e) of, and Regulation 14E under, the
Exchange Act and otherwise in accordance with the requirements of
the TISEA Listing Rules. Accordingly, the Tender Offers will be
subject to disclosure and other procedural requirements that are
different from those applicable under US domestic tender offer
procedures. US Shareholders should note that the Company is not
listed on a US securities exchange, subject to the periodic
reporting requirements of the Exchange Act or required to, and does
not, file any reports with the SEC thereunder.
It may be difficult for US Shareholders to enforce certain
rights and claims arising in connection with the Tender Offers
under US federal securities laws since the Company is located
outside the United States and a majority of its officers and
Directors may 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 of the Tender Offers may be
a taxable transaction for US federal income tax purposes. Each
Qualifying Registered Shareholder should consult and seek
individual tax advice from an appropriate professional adviser.
Neither the SEC nor any US state securities commission has
approved or disapproved of this transaction or passed upon the
merits or fairness of such transaction or passed upon the adequacy
of the information contained in this document. Any representation
to the contrary is a criminal offence.
Notice to Prospective Italian Persons
The Tender Offers, or any sale or delivery of Ordinary Shares
arising from, and/or connected with, the Tender Offers, or any
other document or materials relating to, and/or connected with, the
Tender Offers have not been, nor will ever be, submitted to the
clearance procedures of the Italian Commissione Nazionale per le
Società e la Borsa ("CONSOB") nor of any other Italian regulator
pursuant to any applicable Italian securities laws and regulations.
Further, and without prejudice to the above, the Tender Offers do
not fall within any provisions under Articles 101-bis et seq. of
the Legislative Decree No. 58 of 24 February 1998, as amended from
time to time (the "Financial Services Act"). Subject to the
advanced fulfilment of the procedure set forth under Article
28-quater of CONSOB Regulation no. 11971 of 14 May 1999, as amended
from time to time (implementing the Financial Services Act
provisions on issuers), no Ordinary Shares under the Tender Offers
may be offered, sold or delivered, nor may copies of this document
or of any other document relating to the Ordinary Shares be
distributed in the Republic of Italy, except to: (i) "professional
clients" under Italian law, as defined under Article 35 paragraph
1, letter d) of CONSOB Regulation no. 20307 of 15 February 2018,
implementing the Financial Services Act provisions on
intermediaries (the "Regolamento Intermediari"); and (ii) "selected
investors", being any investor subscribing for and/or acquiring
Ordinary Shares of the Company in Italy, to the extent permitted
under applicable law, for a minimum overall amount of at least EUR
500,000.00. Any offer, sale or delivery of the Ordinary Shares in
the Republic of Italy or distribution of copies of this document or
any other document relating to the Ordinary Shares in the Republic
of Italy under the above must be: (i) made by an investment firm,
bank or financial intermediary permitted to conduct such activities
in the Republic of Italy in accordance with the Financial Services
Act, as from time to time amended and supplemented, the Regolamento
Intermediari and Legislative Decree no. 385 of 1 September 1993, as
from time to time amended and supplemented; and (ii) in compliance
with any other applicable laws and regulations.
Notice to Swiss Shareholders
This document constitutes neither a prospectus nor a similar
notice in the sense of Art. 35 or 69 of the Swiss Federal Act on
Financial Services.
This document was produced by the Company and for the use by
Shareholders. This document does not constitute investment, tax or
legal advice in any country and/or under any applicable
jurisdiction. Readers of this document should inform themselves of,
and observe, any applicable legal requirements.
For further information, please contact:
Gabelli Asset Management UK Ltd
Email: GMPTeam@gabelli.com
20 September 2022
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END
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September 20, 2022 05:42 ET (09:42 GMT)
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