Gabelli Value Plus+ Trust PLC Update on Proposals for the Future of the Company (0874Z)
September 15 2020 - 12:15PM
UK Regulatory
TIDMGVP
RNS Number : 0874Z
Gabelli Value Plus+ Trust PLC
15 September 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE EU MARKET ABUSE REGULATION 596/2014.
15 September 2020
GABELLI VALUE PLUS(+) TRUST PLC ("the Company")
Legal Entity Identifier: 213800FZFN1SD1GNNZ11
Update on Proposals for the Future of the Company
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
Board of Directors of the Company (the "Board"), with one
abstention, recommended that shareholders vote against the
Continuation Resolution.
The number of shares in issue and eligible to vote at the
meeting was 98,282,193 ordinary shares of 1 penny each ("Ordinary
Shares"). The total number of votes cast (i.e. for, against and
withheld) on the Continuation Resolution was 91,612,481 Ordinary
Shares representing a 93.2% turnout. The result was as set out
below:
% (of % (of
votes votes
Votes cast excl. Votes cast excl. Votes
For withheld) Against withheld) Total Withheld
Resolution
12 (Continuation
Resolution) 31,429,010 34.31 60,183,317 65.59 91,612,327 154
----------- ------------ ----------- ------------ ----------- ----------
As announced on 30 July 2020, the Continuation Resolution was
not passed, and the Board is therefore required to put forward to
shareholders plans to wind-up, reorganise or reconstruct the
Company. As a result of the vote, following the AGM, and in
accordance with the terms of the investment management agreement,
the Company served 24 months' protective notice on Gabelli Funds,
LLC, the Company's discretionary investment manager (the
"Investment Manager").
The Investment Manager's ultimate parent company 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
Associated Capital Group, Inc. ("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 Gabelli holds 27.8% of the voting rights of the
Company, 0.4% directly and 27.4% indirectly through ACG, the
Company's largest shareholder. ACG announced on 20 July 2020 that
it would be voting in favour of the Continuation Resolution.
Since the AGM, the Board has conducted extensive shareholder
consultations, seeking their views on the preferred route forward.
Both the majority of all shareholders (by percentage of the
Company's issued share capital) and the overwhelming majority of
shareholders other than ACG have indicated that their preference is
for a cash exit.
Following careful consideration of shareholders' views, the
current size and operational costs of the Company and the Code, the
Board believes that it would be in the best interests of the
Company and its shareholders as a whole to put forward proposals
for the members' voluntary liquidation of the Company .
The Company's largest shareholder, ACG has been part of the
shareholder consultation, however ACG has today indicated to the
Company that it will not support the proposals for the members'
voluntary liquidation of the Company and associated return of cash
to shareholders .
As ACG holds more than 25% of the voting rights of the Company
and the proposals would require the approval of not less than 75%
of the votes cast by shareholders at a general meeting, the Board
is therefore not putting the proposals forward to shareholders at
this time.
The Board will continue to evaluate the options available to 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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