TIDMGVP
RNS Number : 8324H
Gabelli Value Plus+ Trust PLC
07 December 2020
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
7 December 2020
GABELLI VALUE PLUS(+) TRUST PLC ("the Company")
Legal Entity Identifier: 213800FZFN1SD1GNNZ11
Result of General Meeting
On 11 November 2020 the Company announced that it had published
a circular (the "Circular") in connection with the notice
requisitioning a general meeting of the Company (the "General
Meeting") from Associated Capital Group Inc. ("ACG"), with the
General Meeting to be held on 7 December 2020.
The Company announces that none of the resolutions set out in
the notice of General Meeting dated 11 November 2020 were passed on
a poll at today's General Meeting (in any event, resolution 2 was
conditional on the passing of resolution 1, and, resolution 3 was
conditional on resolutions 1 and 2 being passed).
The poll results for and against each resolution and the number
of votes withheld, were as follows:
% (of % (of
votes votes
Votes cast excl. Votes cast excl. Votes
For withheld) Against withheld) Total Withheld
Resolution
1 27,435,145 35.61 49,607,328 64.39 77,042,473 0
----------- ------------ ----------- ------------ ----------- ----------
Resolution
2 27,435,145 35.61 49,607,328 64.39 77,042,473 0
----------- ------------ ----------- ------------ ----------- ----------
Resolution
3 27,436,908 35.61 49,601,915 64.39 77,038,823 0
----------- ------------ ----------- ------------ ----------- ----------
In the Board's view, the voting results of the General Meeting
demonstrate the stark lack of support for the proposals put forward
in the resolutions by a significant majority of shareholders.
The ultimate parent company of Gabelli Funds, the Company's
investment manager, is GAMCO Investors, Inc. ("GAMCO"), of which
Mr. Mario J. Gabelli, is the Chairman and Chief Executive Officer.
Mr Gabelli is one of the senior portfolio managers responsible for
the discretionary management of the Company and is also the
executive chairman of ACG, a US publicly traded company whose Class
A common stock is admitted to trading on the New York Stock
Exchange. ACG was admitted to trading on 30 November 2015 following
the spin-out of the business from GAMCO. The Board understands,
pursuant to an announcement made on 7 May 2020, that Mr Mario J.
Gabelli is interested in 27.8 per cent. of the voting rights of the
Company (being 27,326,000 Shares), 0.4 per cent. directly and 27.4
per cent. indirectly through ACG, the Company's largest
shareholder.
At the Company's Annual General Meeting held on 30 July 2020
(the "AGM"), 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).
As previously noted, 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
further 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. It does, of course, require a special
resolution to be passed and ACG may again decide to block it. 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 liquidation of
GVP 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.
However, as noted in its announcement on 6 October 2020, if the
Board puts forward the above as a resolution to a general meeting
and should the special resolution to approve a members' voluntary
liquidation not pass at that general meeting, the Board at the same
general meeting intends, subject to obtaining any necessary
regulatory and shareholder approvals, to propose a separate
ordinary resolution to effect a substantial capital return to
shareholders likely by way of a tender offer.
As the Board has said previously, given ACG's public statements
in support of the Company's existing investment strategy, the Board
would be happy to discuss with it 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. As noted in the
Circular, the Board is surprised that, given ACG's relationship
with Gabelli Funds, and its stated support for the investment
strategy currently followed by the Company, it cannot discuss with
Gabelli Funds a way to continue its exposure to that strategy using
another means and not through holding Shares in the Company.
A further announcement will be made as soon as practicable.
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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December 07, 2020 12:44 ET (17:44 GMT)
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