TIDMGVP
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 "Prior
Continuation 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 3 years to 1 year to 2021 year-to-date
2021 7 June 2021 7 June 2021 (to 7 June
2021)
The Company +80.3 per +28.0 per +37.2 per +19.1 per
cent. cent. cent. cent.
-------------- ------------- ------------- ------------------
Russell 3000 +97.4 per +33.7 per +22.7 per +15.5 per
Value Index cent. cent. cent. cent.
(in GBP)
-------------- ------------- ------------- ------------------
S&P 500 Index +148.6 per +52.8 per +20.8 per +9.3 per cent.
(in GBP) cent. cent. 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 cosec@maitlandgroup.com. 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 Close of business
in Ordinary Shares take place on a T+2 settlement on 7 July
basis
Latest time and date for receipt of Forms 11.15 a.m. on 8 July
of Proxy
from Shareholders
Close of the Register and Record Date for Close of business
participation in the Members' Voluntary on 9 July
Liquidation
Suspension of Ordinary Shares from trading 7.30 a.m. on 12 July
on the London Stock Exchange and suspension
of listing on the Official List of the FCA
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 8.00 a.m. on 13 July
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
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: cosec@maitlandgroup.co.uk
Phone: +44 (0) 1245 398950
Peel Hunt LLP
Luke Simpson / Liz Yong
Telephone: +44 (0) 20 7418 8900
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END
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June 09, 2021 12:51 ET (16:51 GMT)
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