Interim / Quarterly Report • Mar 30, 2023
Interim / Quarterly Report
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London E6 6LA
Half-Yearly Financial Report For the six months ended 31 December 2022
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
| Overview | |
|---|---|
| Financial highlights | 0 1 |
| Interim Management Report and | |
| Responsibilty Statement | 02 |
| The Search for Value – Gabelli Merger Plus+ Investment | |
| Methodology | 05 |
| Portfolio Manager's review | 09 |
| Portfolio | |
| Portfolio summary | 17 |
| Financial Statements | |
| Statement of comprehensive income | 18 |
| Statement of changes in equity | 20 |
| Statement of financial position | 22 |
| Notes to the financial statements | 24 |
| Company Information | 45 |
Job No: 49039 Proof Event: 9 Black Line Level: 0 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
Gabelli Merger Plus+ Trust Plc
| (Unaudited) | (Unaudited) | (Audited) | |
|---|---|---|---|
| As at | As at | As at | |
| 31 December 2022 | 31 December 2021 | 30 June 2022 | |
| Net asset value (cum income)1 | \$9.99 | \$9.83 | \$9.35 |
| Net asset value per share (ex income)1 | \$10.46 | \$10.20 | \$9.78 |
| Dividends per share paid during the period | \$0.00 | \$0.24 | \$0.48 |
| Share price | \$9.00 | \$9.00 | \$9.00 |
| Discount to Net Asset Value2 | 9.91% | 8.44% | 3.74% |
| (Unaudited) | (Unaudited) | (Audited) | |
| Half year ended | Half year ended | Year ended | |
| Total returns | 31 December 2022 | 31 December 2021 | 30 June 2022 |
| Net asset value per share3 | 6.73% | 6.72% | (1.34)% |
| U.S. 3-month Treasury Bill Index | 2.93% | 0.09% | 1.69% |
| Share price4 | 0.00% | 29.80% | 29.06% |
| Income | |||
| (Unaudited) Half year ended 31 December 2022 |
(Unaudited) Half year ended 31 December 2021 |
(Audited) Year ended 30 June 2022 |
|
| Revenue return per share | \$0.11 | (\$0.03) | (\$0.09) |
| Ongoing charges5 | |||
| (Unaudited) | (Unaudited) | (Audited) | |
| Half year ended | Half year ended | Year ended | |
| 31 December 2022 | 31 December 2021 | 30 June 2022 |
Annualised ongoing charges 1.85% 1.67% 1.67% Source: Investment Manager (Gabelli Funds, LLC), verified by the Administrator (State Street Bank and Trust Company). Figures stated as at 31 December reflect the respective six month reporting period, figures as at 30 June reflect the full 12 month financial year of the Company.
1 Net Asset Value (NAV) includes balance sheet adjustments resulting from the Company now being a close company. Such adjustments include deferred tax assets as per Note 7 and Note 8, pages 35 to 37.
2 The amount by which the market price per share is lower than the cum-income NAV per share, expressed as a percentage of the cum-income NAV per share.
3 Net Asset Value per ordinary share, total return represents the theoretical return on NAV per ordinary share, assuming that dividends paid to shareholders were reinvested at the NAV per ordinary share at the close of business on the day shares were quoted ex dividend.
4 Share Price Total Return represents the theoretical return to a shareholder, on a closing market price basis, assuming that all dividends received were reinvested, without transaction costs, into the ordinary shares of the Company at the close of business on the day the shares were quoted ex dividend.
5 Ongoing Charges are operating expenses incurred in the running of the Company, and are expressed as a percentage of the average net asset value during the period. Please refer to note 6 on page 33 for more details on Ongoing Charges calculation.
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
We share this 1st Half Report to Shareholders, encompassing the period from July 2022 through December 2022, and note certain developments post calendar year end. This period included several important changes for the Gabelli Merger Plus+ Trust Plc (the "Company"), which include:
Gabelli Merger Plus+ Trust Plc ("GMP") seeks to achieve long-term total return from capital appreciation and income utilizing the Gabelli Private Market Value with a CatalystTM methodology, primarily investing in the securities of businesses undergoing some form of strategic change where there are substantial disconnects between market price and business value, and, where catalysts exist that may narrow these discounts for the benefit of shareholders. GMP objectives, operating within this highly specialized value based catalyst event driven merger arbitrage discipline, are to compound and preserve shareholder wealth over time while remaining noncorrelated to the broad equity and fixed income markets.
The GMP investment process begins by focusing on a company's balance sheet and underlying fundamentals, looking for changes in market positions and analyzing the company's ability to generate free cash flow relative to competition. The process continues with the calculation of corporate replacement and intrinsic values while accounting for sector wide industrial synergies in the context of profitability and growth. The manager attempts to understand what an informed industrialist would pay for a business in its entirety through a negotiated acquisition process. This element serves as the foundation in determining what is deemed a business's Private Market Value ("PMV"). Lastly, the manager builds a diversified portfolio of companies in
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
the public market that are selling at discounts to their PMVs, with a catalyst in place to generate returns. The investment programme is global, encompassing a broad spectrum of value based special situations and event driven opportunities, with an analytical emphasis on announced merger transactions. Over the long term GMP strives to achieve superior risk-adjusted annual returns above inflation for shareholders.
On behalf of the Board of Directors, we thank investors for entrusting a portion of their assets with the Gabelli Merger Plus+ Trust ("GMP"). We appreciate your confidence in the Gabelli longterm oriented investment method.
The Portfolio Manager's Review on pages 9 to 16 provides details of the important events that have occurred during the period and their impact on the financial statements.
Investors should note the Company is a close company and no longer avails itself of investment trust status. The net asset value presented here is before applicable taxes, should be used to illustrate portfolio change, and is provided for informational purposes only.
The principal risks and uncertainties faced by the Company fall into the following broad categories: investment portfolio; global macro events; operational; market and share price; financial; corporate governance and regulatory compliance; taxation; emerging and geopolitical risks. The global macro event category includes specific market and operational risks associated with the ongoing war in Ukraine and the aftermath of the global COVID-19 pandemic, which continue to cause uncertainty and disruption across global economies and markets. Information on each of these identified risk areas, including mitigating actions taken by the Company, was provided on pages 16 to 18 in the Strategic Report in the Company's Annual Report and Accounts for the year ended 30 June 2022.
The Directors together with the Manager will continue to monitor business continuity and resilience processes with the objective of mitigating any potential for ongoing impact of COVID-19 and the conflict in Ukraine.
During the first six months of the current financial year, other than fees payable by the Company in the ordinary course of business, there have been no material transactions with related parties which have materially affected the financial position or the performance of the Company.
In the six-month period from 1 July – 31 December 2022, the Company conducted and completed the Tranche One Tender Offer, as set out in the circular published on 19 August 2022. The tender results were announced via RNS on 4 October 2022. The Company has since determined that the post tender remaining Shareholder base has resulted in the Company being deemed a Close Company for the purposes of taxation, and the company no longer avails itself of investment trust status. The Company is committed to delivering its investment programme for the long term and Directors, together with management are in the process of examining alternatives to minimise taxes, costs and expenses for its Shareholders.
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
The Board have closely monitored the impact of the ongoing COVID-19 pandemic, Brexit uncertainty, and the war in Ukraine. Those impacts and related continuing uncertainty have short- and potentially medium-term implications for the Company's investment strategy. Additionally, the Board is monitoring the period ahead on the basis of the Company no longer having investment trust status and its implications on the Company's investment return profile over the longer term. In context, the Board continuously monitors the Company's investment portfolio, liquidity and gearing, along with levels of market activity, to appropriately minimise and mitigate consequential risks to capital and future income such as geopolitical risks, financial risks etc. Taking these factors into account, the Directors confirm that they have a reasonable expectation that the Company will continue to operate and meet its expenses as they fall due. For these reasons, the Directors consider there is reasonable evidence to continue to adopt the going concern basis in preparing the accounts as at 31 December 2022.
The Directors confirm to the best of their knowledge that:
This half yearly financial report has not been audited or reviewed by the Company's auditors.
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
London E6 6LA
Half-Yearly Financial Report (Unaudited) for the six months ended 31 December 2022
The half yearly financial report was approved by the Board on 28 March 2023 and the above responsibility statement was signed on its behalf by the Chairman.
Chairman For and on behalf of the Board 28 March 2023
"We invest like owners. We invest primarily in the equity securities of cash generating, franchise companies, selling in the public market at a significant discount to our appraisal of their Private Market Value. We define Private Market Value (PMV) as the value an informed industrialist would pay to purchase assets with similar characteristics. We measure PMV by scrutinizing on- and off-balance sheet assets and liabilities and free cash flow. As a reference check, we examine valuations and merger transactions in the public domain. Our investment objective is to achieve a long term annualised return in excess of inflation for our clients."
Fundamental and Active Complement to Long Term Value Investing
portfolios
| Capital Allocation | Rigorous Analysis | Dynamic Management |
|---|---|---|
| Ideas sourced from proprietary database of Gabelli PMV with Catalyst original research coupled with rigorous analysis of valuations provided as corporations allocate capital through announced corporate events and M&A transactions worldwide |
Focus on strategic, cash transactions with financing secured Understand all downside risks including its fundamental basis Focus on legal and governance, MAC clauses, financing conditions, shareholders' votes Analyse all deal issues such as antitrust / regulatory items |
Real time monitoring of spreads/positions Extensive proprietary database Actively traded as the event progresses and according to closing Positions are increased gradually as transaction hurdles are passed |
| Gabelli "PMV with a Catalyst" TM One Process Globally |
• the broad market • Preservation and growth of investor capital • |
Targeted strategy to achieve superior total returns, non correlated to Provides diversification to traditional equity and fixed income |
Our analysts follow industries on a global basis, and narrow the universe of potential investment candidates to a short list of the most attractive companies. All publicly available company material is reviewed, including annual and quarterly reports, 10-Ks, 10-Qs, and proxy statements.
Gabelli Merger Plus+ Trust Plc
Each analyst develops an operational understanding of their industry, effectively becoming an expert in that industry. The analysts hone this expertise by continually visiting companies and their senior managements, and by talking to competitors, suppliers and customers. They also develop and maintain government and trade sources to derive an
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Job No: 49039 Proof Event: 9 Black Line Level: 0 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
overall understanding of their industry. In addition, our firm hosts a number of industry seminars, where the top executives of the leading firms share their insights with the investment community.
The objective of this process is to identify companies that trade at significant differences to their intrinsic or private market values.
London E6 6LA
We continually visit the management of hundreds of companies and integrate their input with our knowledge base. Our goal is to understand management's motivations and expectations. Given our approach, we want to know who our partners are and if they are working to enhance shareholder value. This process, coupled with our financial analysis, helps us select the most attractive investment candidates for our portfolios.
We employ a threedimensional approach to valuation:
The first step is to analyze the income statement and cash flow. Cash flow is viewed as a barometer of financial health, and often foreshadows earnings trends. We attempt to forecast the direction and growth rates of the earnings and cash flow streams.
The second step is to examine the balance sheet. The corporate balance sheet is recast, assessing real-world values of inventories, property, plant and equipment and stated book value.
To these two analytical processes, dynamic forecasting and static asset and liability valuation, we add our assessment of the PMV of the business. In other words, what would this company be worth to an informed business person attempting to create or purchase a business with similar characteristics?
Catalyst: Identification of a mispriced situation, however, does not necessarily guarantee a rewarding investment. The next step is to determine events in businesses undergoing some form of strategic change that will help narrow the spread between a stock's public market price and our determination of its PMV. We call these events catalysts. Catalysts include industry events such as consolidation, changes in the regulatory or accounting environment, new technologies, or be indigenous to the company itself such as financial engineering, demergers, acquisitions or sales.
Results: After we have identified and selected stocks that qualify as candidates based on these fundamental and conceptual considerations, our objective is to structure a diversified portfolio. This has been a
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
proven long-term method for creating wealth, risk adjusted, in the stock market.
The Gabelli organisation, of which Gabelli Funds, LLC the manager is an affiliate, began in the U.S. in 1976 as an institutional value investing research firm. Mario Gabelli, the firm's founder, is credited by the academic community for establishing the notion of Private Market Value ("PMV"), the value an informed industrialist would pay for an entire business in a negotiated transaction. This is a long term oriented bottomup investment process based on the fundamental investment principles first articulated in 1934 by Graham and Dodd, the founders of modern security analysis, and further augmented by Mario Gabelli in 1977 with his introduction of the concepts of PMV into equity analysis. Gabelli has added the element of a catalyst event to generate long term returns. The Gabelli method, PMV with a CatalystTM, is part of the Value Investing Curriculum at many major business schools and is thus applied in the analysis of public equity securities by Gabelli Funds for shareholders.
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Gabelli Funds approach the global marketplace in a similar fashion; we invest like owners. Our clients own businesses through the fractional interest of a share. We are not index benchmarked, and construct portfolios agnostic of market capitalisation and index weightings. We seek long term capital appreciation for our clients relative to inflation over the long term, regardless of market cycles. We have invested this way since 1977.
The Gabelli Merger Plus portfolio offers access to companies that have been identified to have substantial disconnects between market price and our estimate of the business value (PMV), and where catalyst events exist that may narrow these discounts for the benefit of GMP shareholders. We thus establish a "Margin of Safety" for our investors by identifying differences between our estimate of PMV and the stock market !''%/) - *.*,/'%%-.,%/.%*) 111#!''%*/&
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
price. The process seeks to identify businesses undergoing some form of strategic change, typically with strong organic cash flow characteristics, balance sheets reorganizational opportunities, and strategic operational flexibility accelerated with the prospect of management capital allocation actions.
Catalyst merger events can come in many forms including, but not limited to, corporate restructurings (such as demergers and asset sales), operational improvements, regulatory or managerial changes, special situations (such as liquidations), and mergers and acquisitions. Corporate mergers provide valuable insights into corporate capital allocation decisions and therefore help in our assessment of long term valuations. Our proprietary research data bases track thousands of announced deals globally and utilizes that compounded knowledge in the continued refinement of Private Market Valuations. PMV's will change over time, and while our analysis is long term, it is through this consistent process of bottom up stock selection and the implementation of disciplined portfolio construction that we expect to create value for our shareholders annually.
In this process, we do sectorby-sector analysis, assessing the PMV of a business, and identifying the catalyst in place to realize returns. A company's PMV is not constant, and changes as a function of many variables. Our analysis emphasizes balance sheets, cash flows, and the long term defendable position of a corporation. We achieve returns through investing in businesses utilising our proprietary Private Market Value ("PMV") with a Catalyst™ methodology. We PMV is the value that we believe an informed buyer would be willing to pay to acquire an entire company in a private transaction. Our team arrives at a PMV valuation by a rigorous assessment of fundamentals from publicly available information. Further, PMV's are enhanced through the analysis of announced corporate mergers and acquisition activity. Mergers offer tangible insights into the long term capital allocation decisions of global corporations. We focus on the balance sheet, earnings, free cash flow, and the management, the stewards of corporates assets, of prospective companies. The judgement gained from our comprehensive, accumulated knowledge across a variety of sectors is deployed for investors in a portfolio. Our analysts typically forecast model company operations 5 years into the future. Unlike Wall Street's earnings momentum players, we do not try to forecast earnings with accounting precision and then trade stocks based on quarterly expectations and realities. We simply try
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
to position ourselves in front of long-term earnings trends. Throughout our research process, the focus is on free cash flow: earnings before interest, taxes, depreciation and amortization ("EBITDA") minus the capital expenditures necessary to grow the business. We believe free cash flow is the best barometer of a business' value. Deteriorating or rising free cash flow often foreshadows net earnings changes. We also look at earnings per share trends. In addition, we analyze on and off balance sheet assets and liabilities such as property, plant and equipment, inventories, receivables, and legal, environmental and health care issues. We want to know everything and anything that will add to, or detract from, our valuation models. This method of analysis involves looking at businesses as a function of their assets and earnings power. We examine businesses as if we were owners of those businesses, and we believe that we can do that in a rational way by looking at industries on a global basis. Our investment professionals visit with hundreds of companies each year. Our work is proprietary, bottom up, and involves the full utilization of public resources.
In this context, let us outline the investment landscape during the 2H of the year to 31 December 2022 and the environment ahead. We are especially enthusiastic about the opportunities to grow client wealth in the decades to come, and we highlight below several factors that should help drive results. These include:
Global deal merger and acquisition activity ("M&A") totaled \$3.6 trillion during 2022, a year-over-year decrease of 37% (30% decrease if SPACs are excluded). Deal activity began to slow down in the second half of the year, as the third quarter was the first in two years that did not surpass \$1 trillion in announced deal activity. The total number of deals worldwide decreased only 17% compared to 2021. Mega deals—those greater than \$10 billion—totaled \$787 billion, while deals with values between \$1 billion and \$5 billion accounted for \$1.0 trillion during the year, down 31% and 44% year over year, respectively.
Cross border M&A activity totaled \$1.1 trillion for the calendar year, a decrease of 46% from last year's all-time high. Private equity deals decreased 36% year over year; however, these buyouts accounted for a record 20% of total deal activity.
Merger arbitrage is a highly specialised component of a portfolio. The investment approach is designed principally to profit from corporate events, including the successful completion of proposed mergers, acquisitions, takeovers, tender offers, leveraged buyouts, restructurings, demergers, and other types of corporate reorganisations and other actions. As arbitrageurs, we seek to earn the differential, or "spread," between the market price of our investments and the value ultimately realised through deal consummation.
While deals involving United States-based targets declined 38% in 2022, they still accounted for 43% of global deal activity. European M&A tallied \$850 billion of transactions over the same period, a decrease of 39%. Asia Pacific targets totaled \$830 billion in 2022, a 32% decrease year over year.
The Technology sector was the biggest contributor to merger activity during the first half, totaling \$720 billion, accounting for a record 20% of total announced deal volume. The Energy & Power and Industrials sectors were also large contributors, accounting for 13% and 12% of M&A activity, respectively.
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
1 Thomson Reuters M&A Review – Full Year 2022
2022 was a difficult year for risk assets, marked by stubborn inflation, conflict in Europe, and the Federal Reserve's war on inflation. Higher interest rates and the prospect of a recession spared neither stocks nor bonds, as the S&P 500 and investment grade bonds were down 18% and 13%, respectively. As we have noted in the past, our merger arbitrage portfolios generate returns from taking idiosyncratic deal risk and not market risk, and thus were able to earn a positive return for our clients, despite the volatile markets.
Uncertainty in the boardroom, elevated borrowing costs, and a bid-ask divide—that often persists until market participants can digest a sharp decline in asset values—all contributed to a 30% decline in M&A volumes (ex-SPACs) in 2022. However, despite the sharp decline from record 2021 levels, volumes only declined mid-single digits from more normalized 2018 and 2019 levels. The fourth quarter did enjoy an uptick in announced M&A with a healthy \$800 billion in deal activity. We expect M&A to remain fairly robust on a historical basis.
In terms of merger arbitrage spreads, they remain wide and attractive compared to recent history. There are three main reasons for this: (1) market volatility; (2) perceived regulatory risk; and (3) interest rates. Deals close in all market environments, and volatility provides us with an opportunity, as it is often indiscriminate. Mispriced risk allows us to add to our highest conviction positions at lower prices—the benefits of which will be apparent as these transactions progress towards closing.
Regarding regulatory risk, the aggressive policy reform rhetoric we have written about in the past has translated in some cases into aggressive action. Some deals were able to close in spite of regulatory action (Change Healthcare) and some were able to find alternative, less problematic suitors (Aerojet Rocketdyne). We feel as though this regulatory regime has created unique investment opportunities and an attractive risk/reward.
Lastly, the merger arbitrage strategy is a beneficiary of rising rates, as the risk free rate is one of the components of a deal spread. As rates rise, nominal spreads should widen, all things being equal. With the 3 month U.S. Treasury bill yielding well over 4%, this should continue
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
to create a more compelling spread environment going forward.
We continue to find attractive investment opportunities in newly announced and pipeline deals. We remain focused on investing in highly strategic, well-financed deals with an added focus on near-term catalysts, and are upbeat about our prospects to generate absolute returns in 2023.
• Aerojet Rocketdyne Holdings, Inc. (AJRD-NYSE), which designs and manufactures specialized power and propulsion systems for space and defense applications, agreed to be acquired by L3Harris Technologies for \$58 cash per share, or about \$5 billion. In December 2020, Aerojet agreed to be acquired by Lockheed Martin for \$51 cash per share, but that deal was terminated in February 2022 after the U.S. Fair Trade Commission sued to block the transaction, claiming that Lockheed would be able to raise the prices the U.S. government pays for rocket engines, and potentially deliver a lower quality product
to Lockheed's rival defense contractors that utilize Aerojet's propulsion systems. We believe the acquisition by L3Harris provides fewer antitrust risks than the Lockheed transaction did. L3Harris primarily produces electronics and communications systems, so there is no horizontal overlap with Aerojet's business and no benefit from bundling the two companies' products. An important distinction from the Lockheed deal is that there is also no vertical integration, as Aerojet does not supply L3Harris with any products used in L3's programs, and Aerojet will become a new business unit for L3 as a merchant supplier of engines to prime contractors. We believe shares of Aerojet Rocketdyne were inexpensive after the deal with Lockheed Martin was called off and certain shareholders were forced to sell their position. At the time, shares traded at less than 10x EBITDA, a significant discount to its historical valuation, and Tony Bancroft, Gabelli's defense analyst, thought other buyers for Aerojet would emerge and that shares were worth more than \$60 in a takeover. We expect the L3Harris deal to close in mid-2023.
• Avast plc (AVST LN-London), which designs and markets computer security software, received approval from the U.K. Competition and Markets Authority (CMA) to be acquired by NortonLifeLock in August, and subsequently called in September. U.K. CMA approval was the final remaining regulatory approval required, and uncertainty that approval would be granted caused shares of Avast to trade at a very large discount to deal terms – more than 30% gross. It surprised the market when the U.K. CMA referred the acquisition to a Phase 2 review in March after the companies had received unconditional clearances from every other global regulator that reviewed the transaction, but at the end of the review the CMA reached the same conclusion as other regulators. Under the terms of the agreement, Avast shareholders were entitled to elect cash and shares of NortonLifeLock worth about £7.15 per share, or roughly \$9 billion.
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Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
• Change Healthcare, Inc. (CHNG-NASDAQ), which provides software to the insurance and healthcare industries that enables payments and analytics for health insurers and clinicians, won a decisive victory in court against the U.S. Department of Justice. In January 2021, Change Healthcare agreed to be acquired by UnitedHealth Group's Optum division for \$25.75 cash per share or about \$13 billion. In February 2022, the DOJ sued to block the transaction, claiming the merger would give UnitedHealth access to competitors' data and reduce competition in markets for commercial insurance and the processing of claims. The DOJ complaint ignored an agreement Change and UnitedHealth had reached with TPG Capital to sell for \$2.2 billion Change's Claims Editing Business, the only business line in which Change and UNH competed directly. Change's business fundamentals and balance sheet had improved while the merger was pending and, as an incentive to convince Change to extend the merger contract to allow time for the trial,
UnitedHealth agreed to pay an extra \$2 cash per share if the companies were successful in court, bringing total consideration to \$27.75 cash per share, an increase in deal terms of about 8%. UnitedHealth also agreed to pay \$650 million to Change if they were not successful in court, which was also worth about \$2 per share to Change, and increased the standalone value of Change if the companies were to lose their court case and the deal was blocked. U.S. District Court Judge for the District of Columbia Carl Nichols issued his decision on September 19th, denying the DOJ's request to enjoin the merger. Judge Nichols rejected arguments made by the DOJ that United Healthcare would violate well established firewalls between Optum and UnitedHealth's traditional healthcare insurance business and share competitively sensitive information, and determined the value of sharing that information was lower than the government alleged. The Department of Justice has thus far elected not to appeal the decision, and
Change Healthcare and UnitedHealth completed the merger on 3 October 2022.
• Mandiant (MNDT-NASDAQ), a global cybersecurity company focused on protecting customers from various forms of cyber attacks, received several key approvals for its acquisition by Google in July including in Austria and Japan. However, none was more important receiving antitrust approval from the U.S. Department of Justice. Given the overhang of the DOJ's ongoing investigation of Google's display advertising business, antitrust approval in the U.S. was viewed as the key hurdle to be cleared before Mandiant could be acquired for \$23.00 cash per share, or about \$5 billion. In June, shares of Mandiant traded at a discount of more than 8% outright on concerns the antitrust review could drag out if it became ensnared in the DOJ's separate investigation into Google. The deal ultimately closed on 12 September 2022.
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the number of bot accounts on its platform and sought to terminate the transaction, likely in an attempt to obtain a price cut on the deal. Twitter sued Musk in Delaware court to honor the merger contract, and following extensive fact gathering leading up to the trial Musk relented, honoring his original commitment to buy the company for \$54.20 cash per share. The transaction closed on 28 October 2022.
Activision Blizzard, Inc. (ATVI-NASDAQ) agreed to be acquired by Microsoft Corp. (MSFT-NASDAQ). Activision Blizzard develops and publishes interactive entertainment content and services. Under terms of the agreement, Activision shareholders will receive \$95.00 cash per share, valuing the transaction at approximately \$74 billion. The transaction is subject to shareholder as well as regulatory approvals.
Aerojet Rocketdyne Holdings, Inc. (AJRD-NYSE) agreed to be acquired by L3Harris Technologies, Inc. (LHX-NYSE). Aerojet designs, develops, manufactures, and sells aerospace and defense products and systems in the U.S. Under terms of the agreement, Aerojet shareholders will receive \$58.00 cash per share, valuing the transaction at approximately \$5 billion. The transaction is subject to shareholder as well as regulatory approvals.
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First Horizon Corp. (FHN-NYSE) agreed to be acquired by The Toronto-Dominion Bank (TD CN-Toronto). First Horizon operates as the bank holding company for First Horizon Bank that provides various financial services. Under terms of the agreement, First Horizon shareholders will receive \$25.00 cash per share, valuing the transaction at approximately \$13 billion. The transaction is subject to shareholder as well as regulatory approvals.
Horizon Therapeutics plc (HZNP-NASDAQ) agreed to be acquired by Amgen, Inc. (AMGN-NASDAQ). Horizon is a biotechnology company that focuses on the discovery, development, and commercialization of medicines for rare, autoimmune, and severe inflammatory diseases. Under terms of the agreement, Horizon shareholders will receive \$116.50 cash per share, valuing the transaction at approximately \$28 billion. The transaction is subject to shareholder as well as regulatory approvals.
PNM Resources, Inc. (PNM-NYSE) agreed to be acquired by Avangrid, Inc. (AGR-NYSE). PNM Resources engages in the energy and energy-related businesses in the U.S. Under terms of the agreement PNM shareholders will receive \$50.30 cash per share, valuing the transaction at approximately \$8 billion. The transaction is subject to shareholder as well as regulatory approvals.
Shaw Communications, Inc. (SJR/B CN-Toronto) agreed to be acquired by Rogers Communications, Inc. (RCI/B CN-Toronto). Shaw Communications operates as a connectivity company in North America in the Wireline and Wireless segments of the market. Under terms of the agreement, Shaw shareholders will receive C\$40.50 cash per share, valuing the transaction at approximately C\$26 billion. The transaction is subject shareholder as well as regulatory approvals.
South Jersey Industries, Inc. (SJI-NYSE) agreed to be acquired by Infrastructure
Investment Fund. South Jersey Industries provides energy-related products and services. Under terms of the agreement South Jersey shareholders will receive \$36.00 cash per share, valuing the transaction at approximately \$8 billion. The transaction is subject to shareholder as well as regulatory approvals.
STORE Capital Corp. (STOR-NYSE) agreed to be acquired by GIC and Oak Street. STORE Capital is an internally managed netlease real estate investment trust. Under terms of the agreement STORE shareholders will receive \$32.25 cash per share, valuing the transaction at approximately \$14 billion. The transaction is subject to shareholder as well as regulatory approvals.
TEGNA, Inc. (TGNA-NYSE) agreed to be acquired by Standard General LP. TEGNA operates television stations that deliver television programming and digital content in the U.S. Under terms of the agreement, TEGNA shareholders will receive \$24.00 cash per share, valuing the transaction at approximately \$5 billion. The transaction also includes an additional cash consideration in the form of a "ticking fee" to be paid 9 months after signing.
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
The transaction is subject to shareholder as well as regulatory approvals.
Tower Semiconductor Ltd. (TSEM-NASDAQ) agreed to be acquired by Intel Corp. (INTC-NASDAQ). Tower Semiconductor operates foundries, proving manufacturing of integrated circuits (ICs) worldwide. Under terms of the agreement Tower shareholders will receive \$53.00 cash per share, valuing the transaction at approximately \$5 billion. The transaction is subject to shareholder as well as regulatory approvals.
Alleghany Corp. was acquired by Berkshire Hathaway, Inc. in October 2022. Alleghany provides property and casualty reinsurance and insurance products in the U.S. and internationally. On 21 March 2022, Berkshire Hathaway announced it would acquire Alleghany Corp for \$848.02 cash per share, valuing the transaction at approximately \$12 billion.
Avast plc was acquired by NortonLifeLock, Inc. in September 2022. Avast provides digital security and privacy products. On 12 August 2021 NortonLifelock announced it would acquire Avast for \$7.61 cash and 0.0302 shares of NortonLifeLock common stock per share, valuing the transaction at approximately £6 billion.
Change Healthcare, Inc was acquired by UnitedHealth Group, Inc. in October 2022. Change Healthcare provides data and analytics-driven solutions to enhance clinical, financial, administrative, and patient engagement outcomes in the U.S. healthcare system. On 5 January 2021 UnitedHealth Group announced it would acquire Change Healthcare for \$25.75 cash per share, valuing the transaction at approximately \$8 billion.
Citrix Systems, Inc was acquired by Vista Equity Partners and Elliot Investment Management in September 2022. Citrix Systems provides workspace, app delivery and security, and professional services worldwide. On 31 January 2022, Vista Equity Partners and Elliot Investment Management announced they would acquire Citrix Systems for \$104.00 cash per share, valuing the transaction at approximately \$17 billion.
Coherent, Inc. was acquired by II-VI, Inc. in July 2022. Coherent provides lasers, laser-based technologies, and laser-based system solutions. On 25 March 2021 II-VI announced it would acquire Coherent for \$220.00 cash and 0.91 shares of II-VI common stock per share, valuing the transaction at approximately \$7 billion.
Mandiant, Inc. was acquired by Alphabet, Inc. in September 2022. Mandiant provides cyber defense solutions. On 8 March 2022, Alphabet announced it would acquire Mandiant for \$23.00 cash per share, valuing the transaction at approximately \$5 billion.
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
Meggitt plc was acquired by Parker-Hannifin Corp. in September 2022. Meggitt designs and manufactures components and subsystems in the U.K., the U.S., and internationally. On 2 August 2021, Parker-Hannifin announced it would acquire Meggitt for £8.00 cash per share, valuing the transaction at approximately £7 billion.
Nielsen Holdings plc was acquired by Evergreen Coast Capital and Brookfield Business Partners in October 2022. Nielsen Holdings operates as a measurement and data analytics company worldwide. On 29 March 2022, Evergreen Coast Capital and Brookfield Business Partners announced they would acquire Nielsen for \$28.00 cash per share, valuing the transaction at approximately \$16 billion.
Swedish Match AB was acquired by Philip Morris International, Inc. in November 2022. Swedish Match develops, manufactures, markets, and sells snus and other smokeless tobacco products, nicotine pouches, and other tobacco products in Scandinavia, the U.S., and internationally. On 11 May 2022, Phillip Morris announced it would
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
London E6 6LA
acquire Swedish Match for SEK 106.00 cash per share, valuing the transaction at approximately \$16 billion. Phillip Morris eventually bumped the terms to SEK 116.00 cash per share to secure the requisite number of shares in the tender.
Twitter, Inc. agreed to be acquired by Elon Musk. Twitter operates as a platform that allows users to consume, create, distribute, and discover content. On 25 April 2022, Elon Musk announced he would be acquiring Twitter for \$54.20 cash per share, valuing the transaction at approximately \$44 billion.
28 March 2023
| (Unaudited) As at 31 December 2022 |
|||||
|---|---|---|---|---|---|
| Security1 | Offsetting position2 | % of total portfolio6 (gross) |
Market value4 \$000 |
Offsetting market value5 \$000 |
% of total portfolio3 (net) |
| Activision Blizzard Inc | 4.5 | 2,791 | 4.5 | ||
| Shaw Communications Inc | 4.2 | 2,592 | 4.2 | ||
| First Horizon Corp | 4.1 | 2,566 | 4.1 | ||
| South Jersey Industries plc | 3.1 | 1,959 | 3.1 | ||
| TEGNA Inc | 3.1 | 1,924 | 3.1 | ||
| STORE Capital Corp | 3.1 | 1,904 | 3.1 | ||
| Horizon Therapeutics plc | 2.8 | 1,770 | 2.8 | ||
| PNM Resources Inc | 2.6 | 1,647 | 2.6 | ||
| Tower Semiconductor Ltd | 2.5 | 1,544 | 2.5 | ||
| Aerojet Rocketdyne Holdings Inc | 2.3 | 1,438 | 2.3 | ||
| MoneyGram International Inc | 2.2 | 1,365 | 2.2 | ||
| LHC Group Inc | 2.1 | 1,285 | 2.1 | ||
| Altaba Inc | 2.1 | 1,280 | 2.1 | ||
| Coupa Software Inc | 2.0 | 1,235 | 2.0 | ||
| Liberty Media Corp-Liberty SiriusXM | 1.9 | 1,173 | 1.9 | ||
| VMware Inc | Broadcom Inc | 1.8 | 1,093 | (499) | 1.0 |
| Signify Health Inc | 1.6 | 1,020 | 1.6 | ||
| Rogers Corp | 1.6 | 1,018 | 1.6 | ||
| Sierra Wireless Inc | 1.6 | 993 | 1.6 | ||
| Yamana Gold Inc | Pan American Silver/Agnico Eagle Mines |
1.6 | 987 | (748) | 0.4 |
| Subtotal | 50.8 | 31,584 | (1,247) | 48.8 | |
| Other holdings7 | 49.2 | 33,699 | (1,725) | 51.2 | |
| Total holdings | 100.0 | 65,283 | (2,972) | 100.0 |
1 Long position.
2 Offsetting position taken, based on the acquirer of the security when acquirer stock is being offered in whole, or in part, to finance the transaction.
3 Represents the total position value (market value plus the offsetting market value) as a percentage of the total portfolio value.
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
4 Market value of the long position.
5 Market value of the offsetting position.
6 Represents the market value of the long position as a percentage of the total portfolio value.
7 Including derivatives and equity short positions, and excluding U.S. Treasuries.
The total column of this statement represents the Statement of Comprehensive Income prepared in accordance with International Financial Reporting Standards ("IFRS"). The supplementary revenue return and capital return columns are both prepared under guidance issued by the Association of Investment Companies. All items in the above statement derive from continuing operations.
No operations were acquired or discontinued during the period ended 31 December 2022.
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
London E6 6LA
| (Unaudited) (Unaudited) Half year ended 31 December 2022 Half year ended 31 December 2021 |
(Audited) Year ended 30 June 2022 |
|||
|---|---|---|---|---|
| Revenue Capital Total Revenue Capital Total \$000 \$000 \$000 \$000 \$000 \$000 |
Revenue Capital \$000 \$000 |
Total \$000 |
||
| 487 – 487 626 – 626 |
1,076 – |
1,076 | ||
| 487 626 – 626 |
1,076 – |
1,076 | ||
| – 1,894 1,894 |
– (460) |
(460) | ||
| 208 – 183 183 |
– 490 |
490 | ||
| 208 5,034 5,034 – 2,077 2,077 |
– 30 |
30 | ||
| 5,521 626 2,077 2,703 |
1,076 3,779 |
4,855 | ||
| (369) (433) – (433) |
(842) – |
(842) | ||
| (963) – (287) (287) |
– – |
– | ||
| (808) (493) (90) (583) |
(1,127) (124) |
(1,251) | ||
| (2,140) (926) (377) (1,303) |
(1,969) (124) |
(2,093) | ||
| 3,381 (300) 1,700 1,400 |
(893) (94) |
(987) | ||
| – – – – |
(1) – |
(1) | ||
| 3,381 (300) 1,700 1,400 |
(894) (94) |
(988) | ||
| 1,580 (16) – (16) |
(49) – |
(49) | ||
| 4,960 (316) 1,700 1,384 |
(943) (94) |
(1,037) | ||
| \$0.57 (\$0.03) \$0.17 \$0.14 |
(\$0.09) (\$0.01) |
(\$0.10) |
from continuing operations.
The total column of this statement represents the Statement of Comprehensive Income prepared in accordance with International Financial Reporting Standards ("IFRS"). The supplementary revenue return and capital return columns are both prepared under guidance issued by the Association of Investment Companies. All items in the above statement derive
No operations were acquired or discontinued during the period ended 31 December 2022.
The Company does not have any income or expense that is not included in net profit for the period. Accordingly, the net profit for the period is also the total comprehensive income for the period, as defined in IAS1 (revised).
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
The notes on pages 24 to 44 form part of these financial statements.
| Balance as at 31 December 2022 | 103 | 79,062 | (4,076) | (3,356) | 71,734 |
|---|---|---|---|---|---|
| Profit/(loss) for the period after tax on ordinary activities |
– | – | 3,960 | 1,000 | 4,960 |
| Ordinary shares bought back into treasury | – | – | (29,001) | – | (29,001) |
| Balance as at 1 July 2022 | 103 | 79,062 | 20,965 | (4,356) | 95,774 |
| Called up Share Capital \$000 |
Special Distributable Reserve* \$000 |
Capital Reserve \$000 |
Revenue Reserve* \$000 |
Total \$000 |
| Balance as at 31 December 2021 | 103 | 81,519 | 22,759 | (3,729) | 100,652 |
|---|---|---|---|---|---|
| Dividends paid | – | (2,457) | – | – | (2,457) |
| Profit/(loss) for the period after tax on ordinary activities |
– | – | 1,700 | (316) | 1,384 |
| Balance as at 1 July 2021 | 103 | 83,976 | 21,059 | (3,413) | 101,725 |
| Called up Share Capital \$000 |
Special Distributable Reserve* \$000 |
Capital Reserve \$000 |
Revenue Reserve* \$000 |
Total \$000 |
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
| Balance as at 30 June 2022 | 103 | 79,062 | 20,965 | (4,356) | 95,774 |
|---|---|---|---|---|---|
| Dividends paid | – | (4,914) | – | – | (4,914) |
| Loss for the period after tax on ordinary activities |
– | – | (94) | (943) | (1,037) |
| Balance as at 1 July 2021 | 103 | 83,976 | 21,059 | (3,413) | 101,725 |
| Called up Share Capital \$000 |
Special Distributable Reserve* \$000 |
Capital Reserve \$000 |
Revenue Reserve* \$000 |
Total \$000 |
* The Revenue Reserve and Special Distributable Reserve are distributable. The amount of the Revenue Reserve and Special Distributable Reserve that is distributable is not necessarily the full amount of the reserves as disclosed within these financial statements. As at 31 December 2022, the net amount of reserves that are distributable are \$74,093,000 (31 December 2021: \$77,790,000, 30 June 2022: \$74,706,000).
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
The notes on pages 24 to 44 form part of these financial statements.
| (Unaudited) As at 31 December 2022 |
||||
|---|---|---|---|---|
| Note | \$000 | \$000 | ||
| Non-current assets | ||||
| Investments held at fair value | ||||
| through profit or loss | 3 | 56,938 | ||
| Current assets | ||||
| Cash and cash equivalents | 9 | 14,727 | ||
| Deferred tax asset | 7 | 2,354 | ||
| Receivable for investment sold | 447 | |||
| Other receivables | 12 | 157 | ||
| 17,685 | ||||
| Current liabilities | ||||
| Portfolio management fee payable | (52) | |||
| Performance fee payable | (963) | |||
| Payable for investment purchased | (268) | |||
| Taxes payable | (741) | |||
| Other payables | 12 | (455) | ||
| Bank overdrafts | (162) | |||
| Net current assets | 15,045 | |||
| Non-current liabilities | ||||
| Investments at fair value through | ||||
| profit or loss | 3 | (197) | ||
| Offering fees payable | (52) | |||
| Net assets | 71,734 | |||
| Share capital and reserves | ||||
| Called-up share capital | 10 | 103 | ||
| Special distributable reserve* | 79,062 | |||
| Capital reserve | (4,076) | |||
| Revenue reserve* | (3,355) | |||
| Total shareholders' funds | 71,734 | |||
| Net asset value per ordinary share | \$9.99 |
* The Revenue Reserve and Special Distributable Reserve are distributable. The amount of the Revenue Reserve and Special Distributable Reserve that is distributable is not necessarily the full amount of the reserves as disclosed within these financial statements. As at 31 December 2022, the net amount of reserves that are distributable are \$74,093,000 (31 December 2021: \$77,790,000, 30 June 2022: \$74,706,000).
Gabelli Merger Plus+ Trust Plc is registered in England and Wales under Company number 10747219.
The notes on pages 24 to 44 form part of these financial statements.
The financial statements on pages 18 to 23 were approved by the Board of Directors on 28 March 2023 and signed on its behalf by:
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
London E6 6LA
Marc Gabelli Chairman
| (Unaudited) As at 31 December 2021 |
(Audited) As at 30 June 2022 |
|||
|---|---|---|---|---|
| \$000 | \$000 | \$000 | \$000 | |
| 88,059 | 92,381 | |||
| 14,717 | 5,911 | |||
| – | – | |||
| 76 | 423 | |||
| 88 | 66 | |||
| 14,881 | 6,400 | |||
| (71) | (61) | |||
| (287) | – | |||
| (531) | (1,875) | |||
| (531) | (1,875) | |||
| (162) | (300) | – | (212) | (391) |
| 13,692 | 3,861 | |||
| (197) | (1,048) | (416) | ||
| (52) | (51) | (52) | ||
| 100,652 | 95,774 | |||
| 103 | 103 | |||
| 81,519 | 79,062 | |||
| 22,759 | 20,965 | |||
| (3,729) | (4,356) | |||
| 100,652 | 95,774 | |||
| \$9.83 | \$9.35 |
Marc Gabelli Chairman
* The Revenue Reserve and Special Distributable Reserve are distributable. The amount of the Revenue Reserve and Special Distributable Reserve that is distributable is not necessarily the full amount of the reserves as disclosed within these financial statements. As at 31 December 2022, the net amount of reserves that are
Gabelli Merger Plus+ Trust Plc is registered in England and Wales under Company number 10747219.
The financial statements on pages 18 to 23 were approved by the Board of Directors on
distributable are \$74,093,000 (31 December 2021: \$77,790,000, 30 June 2022: \$74,706,000).
The notes on pages 24 to 44 form part of these financial statements.
28 March 2023 and signed on its behalf by:
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
The half yearly report has not been audited by the Company's auditors.
(a) Basis of preparation – The financial statements of Gabelli Merger Plus+ Trust Plc have been prepared in accordance with the UK adopted International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities (including derivative financial instruments) at fair value through profit or loss.
The principal accounting policies adopted by the Company are set out below. Where presentational guidance set out in the Statement of Recommended Practice ('SORP') for investment trusts issued by the Association of Investment Companies ('AIC') in October 2019 is consistent with the requirements of IFRS, the Directors have sought to prepare the financial statements on a basis compliant with the recommendations of the SORP.
For the accounting period ended 30 June 2022, the Company met the requirements to be an investment trust under sections 1158 and 1159 of the Corporation Taxes Act of 2010. However, as a result of the Tranche One Tender Offer completed in the third quarter of 2022, the Company subsequently became a close company due to becoming controlled by a single participator, Associated Capital Group, Inc.
Although no longer a trust, the Company has elected to continue to prepare the financial statements on a basis compliant with the recommendations of the SORP. The SORP is issued by the AIC and it sets out recommendations, intended to represent current best practice, on the form and contents of the financial statements of Investment Companies. Investment Companies include investment trust companies that have been, currently are, or are directing its affairs so as to enable it to obtain or retain approval under Section 1158. Although the Company no longer meets the requirements of section 1158 to be an investment trust, it had done so up until 30 June 2022 and it continues to conduct its affairs as an investment company. Further, management of the Company also believes that consistency in presentation will be beneficial to individuals reviewing the Company's financial statements.
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
a sufficient basis for the Board to adopt the going concern basis for the Company as at 31 December 2022.
In forming this position, the Directors consulted with shareholders utilising the tender offer process, considered the Company's investment objectives, risk management policies, capital management policies and procedures, the nature of the portfolio and expenditure projections in detail.
Special dividends are credited to capital or revenue, according to the circumstances. Scrip dividends are treated as unfranked investment income; any excess in value of the shares received over the amount of the cash dividend is recognised as a capital item in the Statement of Comprehensive Income.
Interest income is accounted for on an accrual basis by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount.
(f) Expenses – The management fees are allocated to revenue in the Statement of Comprehensive Income. Interest receivable and payable and management expenses are treated on an accruals basis. All other expenses are charged to revenue except where they directly relate to the acquisition or disposal of an investment, in which case, they are added to the cost of the investment or deducted from the sale proceeds.
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
The formation and initial expenses of the Company are allocated to capital.
(g) Investments – Investments have been designated upon initial recognition at fair value through profit or loss. Investments are recognised and de-recognised at trade date where a purchase or sale is under a contract whose terms require delivery within the time frame established by the market concerned, and are initially measured at fair value. Subsequent to initial recognition, investments are valued at fair value. Movements in the fair value of investments and gains/losses on the sale of investments are taken to the Statement of Comprehensive Income as capital items.
The Company's investments are classified as held at fair value through profit or loss in accordance with applicable International Financial Standards.
Financial assets and financial liabilities are recognised in the Statement of Financial Position when the Company becomes a party to the contractual provisions of the instrument. The Company shall offset financial assets and financial liabilities if it has a legally enforceable right to set off the recognised amounts and interests and intends to settle on a net basis. Financial assets and liabilities are derecognised when the Company settles its obligations relating to the instrument.
CFDs are recognised in the Statement of Financial Position at the accumulated unrealised gain or loss as an asset or liability, respectively. This represents the difference between the nominal book cost and market value of each position held. Movements in the unrealised gains/losses are taken to the Statement of Comprehensive Income as capital items.
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
GMP has historically been authorized as an Investment Trust under sections 1158 and 1159 Corporation Taxes Act 2010 and the Investment Trust (Approved Company) (Tax) Regulations 2011 (S.I.2011/2999).
Following a share buy-back offer from 19 August 2022 to 22 September 2022, GMP became a close company due to becoming controlled by a single participator, Associated Capital Group Inc. This constituted a "serious" breach of the Investment Trust rules.
Accordingly, GMP notified HMRC of this development in December 2022 and requested confirmation that GMP's authorization as an Investment Trust should be withdrawn from the commencement of the current accounting period (being 1 July 2022).
The primary benefit associated with the Investment Trust regime is that capital gains income realized by a qualifying Investment Trust company is exempt from UK Corporation Tax. Therefore, loss of Investment Trust status for a UK company can have potentially significant consequences for its tax profile moving forwards, as it would be subject to tax on any capital gains realized thereafter at the main rate of UK Corporation Tax (currently 19%, but rising to 25% with effect from 1 April 2023).
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
At the year ended 30 June 2022, after offset against income taxable on receipt, there was a potential deferred tax asset of \$2,354,232 (2021: \$1,498,961) in relation to surplus tax reliefs. As the Company had not generated sufficient taxable profits to utilise these amounts, due to its Investment Trust status, no deferred tax asset was recognized.
After the loss of its Investment Trust Status it is now possible for GMP to utilize this DTA in order to shelter capital gains from UK Corporation Tax. In order for the DTA to remain available, GMP must maintain its investment business moving forwards. GMP's activities are such that it will have an investment business for UK tax purposes.
In particular, the Investment Trust rules require that "substantially all of the business of the [Investment Trust] company consists of investing its funds in shares, land or other assets with the aim of spreading investment risk and giving members of the company the benefit of the results of the management of its funds". This may be considered analogous to having an investment business.
Therefore, given (i) GMP previously received approval from HMRC that this requirement was met, and (ii) the activity of the company is not intended to change, GMP will continue having an investment business and will meet the conditions to carry forward and use its excess management expenses in current and future periods. As such GMP has now included the DTA in the financial statements.
(o) Functional and presentation currency – The functional and presentation currency of the Company is the U.S. dollar.
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
| (Unaudited) As at |
(Unaudited) As at |
(Audited) As at |
|
|---|---|---|---|
| 31 December 2022 \$000 |
31 December 2021 \$000 |
30 June 2022 \$000 |
|
| Opening book cost | 99,687 | 93,078 | 93,078 |
| Opening investment holding losses | (7,722) | (1,461) | (1,461) |
| Opening market value | 91,965 | 91,617 | 91,617 |
| Additions at cost | 71,500 | 103,190 | 202,731 |
| Disposals proceeds received | (111,550) | (109,690) | (201,923) |
| Gains/(losses) on investments | 4,826 | 1,894 | (460) |
| Market value of investments | 56,741 | 87,011 | 91,965 |
| Closing book cost | 63,829 | 87,838 | 99,687 |
| Closing investment holding losses | (7,088) | (827) | (7,722) |
| Closing market value | 56,741 | 87,011 | 91,965 |
The company received \$111,550,000 (31 December 2021: \$109,690,000, 30 June 2022: \$201,923,000) from investments sold in the period. The book cost of these investments when they were purchased was \$107,358,000 (31 December 2021: \$108,430,000, 30 June 2022: \$196,122,000).
IFRS 13 requires the Company to classify its financial instruments held at fair value using a hierarchy that reflects the significance of the inputs used in the valuation methodologies.
These are as follows:
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
• Level 3 – significant unobservable inputs.
The financial assets measured at fair value through profit or loss in the financial statements are grouped into the fair value hierarchy as follows:
| As at 31 December 2022 (Unaudited)* | ||||
|---|---|---|---|---|
| Level 1 \$000 |
Level 2 \$000 |
Level 3 \$000 |
Total \$000 |
|
| Financial assets at fair value through profit or loss |
||||
| Quoted equities | 55,291 | 1,287 | 4 | 56,582 |
| Contingent value rights | – | 210 | – | 210 |
| Derivatives | – | 146 | – | 146 |
| Gross fair value | 56,938 | |||
| Derivatives | – | (197) | – | (197) |
| Net fair value | 55,291 | 1,446 | 4 | 56,741 |
* There were no transfers between levels for the period ended 31 December 2022.
| As at 31 December 2021 (Unaudited) | ||||
|---|---|---|---|---|
| Level 1 \$000 |
Level 2 \$000 |
Level 3 \$000 |
Total \$000 |
|
| Financial assets at fair value through profit or loss |
||||
| Quoted equities | 84,574 | 2,007 | – | 86,581 |
| Contingent value rights | – | 412 | – | 412 |
| Derivatives | – | 1,066 | – | 1,066 |
| Gross fair value | 88,059 | |||
| Derivatives | – | (1,048) | – | (1,048) |
| Net fair value | 84,574 | 2,437 | – | 87,011 |
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
| As at 30 June 2022 (Audited) | ||||
|---|---|---|---|---|
| Level 1 \$000 |
Level 2 \$000 |
Level 3 \$000 |
Total \$000 |
|
| Financial assets at fair value through profit or loss |
||||
| Quoted equities | 89,577 | 1,782 | – | 91,359 |
| Contingent value rights | – | 132 | 5 | 137 |
| Derivatives | – | 885 | – | 885 |
| Gross fair value | 92,381 | |||
| Derivatives | – | (416) | – | (416) |
| Net fair value | 89,577 | 2,383 | 5 | 91,965 |
| investments | 4,826 | 1,894 | (460) |
|---|---|---|---|
| Net realised and unrealised gains on | |||
| Movement in unrealised gains/(losses) on investments |
634 | 634 | (6,261) |
| Realised gains on investments | 4,192 | 1,260 | 5,801 |
| (Unaudited) Half year ended 31 December 2022 \$000 |
(Unaudited) Half year ended 31 December 2021 \$000 |
(Audited) Year ended 30 June 2022 \$000 |
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
During the period commissions and other expenses were incurred in acquiring or disposing of investments classified at fair value through profit or loss. These have been charged through capital and are within gains/(losses) in the Statement of Comprehensive Income. The total costs were as follows:
| (Unaudited) Half year ended 31 December 2022 \$000 |
(Unaudited) Half year ended 31 December 2021 \$000 |
(Audited) Year ended 30 June 2022 \$000 |
|
|---|---|---|---|
| Income from investments | |||
| Overseas equities | 227 | 190 | 530 |
| Income on short term investments1 | 108 | 19 | 3 |
| Other income | 152 | 417 | 543 |
| Total income | 487 | 626 | 1,076 |
1 Income on short term investments represents the return on cash and cash equivalents, primarily U.S. Treasury Bills. Further information can be found in Note 9 on page 38.
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
| (Unaudited) Half year ended 31 December 2022 \$000 |
(Unaudited) Half year ended 31 December 2021 \$000 |
(Audited) Year ended 30 June 2022 \$000 |
|
|---|---|---|---|
| Revenue expenses | |||
| Portfolio Management Fee | (369) | (433) | (842) |
| Contracts for Difference | (177) | (230) | (429) |
| Audit Fees – PwC | (100) | (35) | (70) |
| Directors' Remuneration | (79) | (79) | (157) |
| Company Secretary Fees | (76) | (40) | (94) |
| Legal Fees | (76) | (37) | (110) |
| Custodian/Depositary Fees – State Street | (28) | (17) | (42) |
| AIFM – Carne | (27) | (24) | (60) |
| Administration Fees – State Street | (23) | (23) | (44) |
| Printing | (19) | (8) | (17) |
| Directors' Expenses | (10) | (8) | (15) |
| LSE RNS fees | (8) | (11) | (8) |
| Registrar – Computershare | (8) | (7) | (13) |
| Regulatory Filing Fees – AIFMD | (7) | (7) | (13) |
| Ongoing LSE and UKLA Fees | (3) | (5) | (14) |
| Other | (56) | 38 | (41) |
| Total revenue expenses | (1,066) | (926) | (1,969) |
Includes expenses related to prior period and/or Tender Offer. These Ongoing Charges include investment management fees as well as fixed and variable overhead costs and exclude tender offer-related costs, CFDrelated costs, and financing costs. Including tender offer-related costs (0.25%), CFD-related costs (0.26%) and financing costs (0.00%) would increase the Ongoing Charges percentage to 2.37%. Ongoing Charges are calculated in accordance with guidance issued by the Association of Investment Companies (AIC) which provides a consistent basis for the comparison of cost from one year to the next and relative to other investment companies.
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
| (Unaudited) Half year ended |
(Unaudited) Half year ended |
(Audited) Year ended |
|
|---|---|---|---|
| 31 December 2022 \$000 |
31 December 2021 \$000 |
30 June 2022 \$000 |
|
| Capital expenses | |||
| Performance Fee | (963) | (287) | – |
| Transaction costs on derivatives | (56) | (53) | (73) |
| Transaction Charges – State Street | (55) | (37) | (51) |
| Total capital expenses | (1,074) | (377) | (124) |
Under the terms of the Portfolio Management Agreement, the Portfolio Manager will be entitled to a management fee ("Management Fee"), together with reimbursement of reasonable expenses incurred by it in the performance of its duties under the Portfolio Management Agreement, other than the salaries of its employees and general overhead expenses attributable to the provision of the services under the Portfolio Management Agreement. The Management Fee shall be accrued daily and calculated on each Business Day at a rate equivalent to 0.85% of NAV per annum.
The Portfolio Manager shall be entitled to earn a Performance fee (as defined below) under the Portfolio Management Agreement. The Performance fee shall be payable on the following basis.
Subject to the satisfaction of the Performance Conditions, the Portfolio Manager shall be entitled, in respect of each Performance Period, to receive 20% of the Total Return relating to such Performance Period, provided that such amount shall not exceed 3% of the Average NAV.
The Portfolio Manager's entitlement to a Performance fee in respect of any Performance Period shall be conditional on the Closing NAV per Share in respect of the Performance Period (adjusted for any changes to the NAV per Share through dividend payments, Share repurchases (howsoever effected) and Share issuances since Admission) being in excess of the Performance Hurdle and High water mark. For the period to 31 December 2022, a provisional Performance fee of \$962,715 was charged to the Fund.
The Company has appointed Carne Global Fund Managers (Ireland) Limited ("Carne") as its Alternative Investment Fund Manager pursuant to the AIFMD. Carne is entitled to receive from the Company such annual fees, accrued and payable at such times, as may be agreed in writing between itself and the Company from time to time. The fees are payable monthly and subject to a minimum monthly fee of ¤2,500.
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
| (Unaudited) Half year ended 31 December 2022 |
|||
|---|---|---|---|
| Analysis of the charge in the period | Revenue \$000 |
Capital \$000 |
Total \$000 |
| Deferred tax benefit | 2,354 | – | 2,354 |
| Current tax expense | (740) | – | (740) |
| Irrecoverable overseas tax | (34) | – | (34) |
| Total | 1,580 | – | 1,580 |
| Analysis of the charge in the period | (Unaudited) Half year ended 31 December 2021 |
||
|---|---|---|---|
| Revenue \$000 |
Capital \$000 |
Total \$000 |
|
| Deferred tax benefit | – | – | – |
| Current tax expense | – | – | – |
| Irrecoverable overseas tax | (16) | – | (16) |
| Total | (16) | – | (16) |
| Analysis of the charge in the year | (Audited) Year ended 30 June 2022 |
||
|---|---|---|---|
| Revenue \$000 |
Capital \$000 |
Total \$000 |
|
| Deferred tax benefit | – | – | – |
| Current tax expense | – | – | – |
| Irrecoverable overseas tax | (49) | – | (49) |
| Total | (49) | – | (49) |
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
At December 31, 2022, the Company has excess expenses of \$9,416,927 carried forward. This sum has arisen due to the cumulative deductible expenses having exceeded taxable income over the life of the Company when it was authorized as an Investment Trust for tax purposes. Now that it is no longer a trust and therefore subject to capital gains tax, the Company believes it is more likely than not that it will have sufficient taxable profits against which these expenses can be offset. Therefore, a deferred tax asset of \$2,354,232, or \$0.23 per Ordinary Share, has now been recognized. Provided the Company continues to maintain its current investment profile, it is likely that this deferred tax asset will be utilized to offset future taxable income subject to the normal corporate tax loss restriction rules for carried forward losses which restrict their use for any particular period to £5 million plus 50% of profits in excess of that initial £5 million.
| Total | 2,354 | – | 2,354 |
|---|---|---|---|
| Deferred tax assets | 2,354 | – | 2,354 |
| Deferred tax assets | \$000 | \$000 | \$000 |
| Half year ended 31 December 2022 |
Half year ended 31 December 2021 |
Year ended 30 June 2022 |
|
| (Unaudited) | (Unaudited) | (Audited) |
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
Earnings per ordinary share is calculated with reference to the following amounts:
| (Unaudited) Half year ended 31 December 2022 \$000 |
(Unaudited) Half year ended 31 December 2021 \$000 |
(Audited) Year ended 30 June 2022 \$000 |
|
|---|---|---|---|
| Revenue return | |||
| Revenue return attributable to ordinary shareholders (\$000) |
1,000 | (316) | (943) |
| Weighted average number of shares in issue during period |
8,743,425 | 10,238,206 | 10,238,206 |
| Total revenue return per ordinary share | \$0.11 | (\$0.03) | (\$0.09) |
| Capital return | |||
| Capital return attributable to ordinary shareholders (\$000) |
3,960 | 1,700 | (94) |
| Weighted average number of shares in issue during period |
8,743,425 | 10,238,206 | 10,238,206 |
| Total capital return per ordinary share | \$0.45 | \$0.17 | (\$0.01) |
| Total return per ordinary share | \$0.57 | \$0.14 | (\$0.10) |
| Net asset value per share | (Unaudited) As at 31 December 2022 |
(Unaudited) As at 31 December 2021 |
(Audited) As at 30 June 2022 |
| Net assets attributable to shareholders (\$000) |
71,743 | 100,652 | 95,774 |
| Number of shares in issue at period end | 7,182,249 | 10,238,206 | 10,238,206 |
| Net asset value per share | \$9.99 | \$9.83 | \$9.35 |
The Company continues to report according to SORP standards as provided by the AIC. As such, the net asset value per share is provided in accordance with IFRS standards inclusive of the Deferred Tax Asset of \$0.23 per share, or \$2.34 million, as a result of the Company having Close status and no longer availing itself of HMRC 1158 Investment Trust status. Furthermore, net asset value ex-income, which includes the Revenue Reserves, is for illustrative purposes.
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
| (Unaudited) | (Unaudited) | (Audited) | |
|---|---|---|---|
| Half year ended | Half year ended | Year ended | |
| 31 December 2022 | 31 December 2021 | 30 June 2022 | |
| \$000 | \$000 | \$000 | |
| Cash | 5,279 | 14,717 | 5,911 |
| U.S. Treasuries | 9,448 | – | – |
| Total | 14,727 | 14,717 | 5,911 |
The Board and Investment Manager oversee investments held in cash and cash equivalents in accordance with the Investment Policy.
| (Unaudited) Half year ended 31 December 2022 \$000 |
(Unaudited) Half year ended 31 December 2021 \$000 |
(Audited) Year ended 30 June 2022 \$000 |
|
|---|---|---|---|
| Allotted, called up and fully paid: | |||
| 7,182,249 ordinary shares of \$0.01 each - equity |
72 | 102 | 102 |
| Treasury shares: | |||
| 3,151,917 ordinary shares of \$0.01 each - equity | 31 | 1 | 1 |
| Total shares | 103 | 103 | 103 |
The Company's investment policy may involve the use of derivatives (including, without limitation, forward foreign exchange contracts, equity contracts for difference swap agreements ("CFDs"), securities sold short and/or structured financial instruments). The Company may use both exchange-traded and over-the-counter derivatives as part of its investment activity. The cost of investing utilizing derivatives may be higher than investing in securities (whether directly or through nominees) as the Company will have to bear the additional costs of purchasing and holding such derivatives, which could have a material adverse effect on the Company's returns. The low initial margin deposits normally required to establish a position in such instruments permit a high degree of leverage. As a result, depending on the type of instrument, a relatively small movement in the price of a contract may result in a profit or a loss which is high in proportion to the amount of funds actually placed as initial margin and may result in unquantifiable further losses exceeding any margin deposited. In addition, daily limits on price fluctuations and speculative position limits on exchanges may prevent prompt liquidation of positions resulting in potentially greater losses.
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
The use of derivatives may expose the Company to a higher degree of risk. These risks may include credit risk with regard to counterparties with whom the Company trades, the risk of settlement default, lack of liquidity of the derivative, imperfect tracking between the change in value of the derivative and the change in value of the underlying asset that the Company is seeking to track and greater transaction costs than investing in the underlying assets directly. Additional risks associated with investing in derivatives may include a counterparty breaching its obligations to provide collateral, or, due to operational issues (such as time gaps between the calculation of risk exposure to a counterparty's provision of additional collateral or substitutions of collateral or the sale of collateral in the event of a default by a counterparty), there may be instances where credit exposure to its counterparty under a derivative contract is not fully collateralised. The use of derivatives may also expose the Company to legal risk, which is the risk of loss due to the unexpected application of a law or regulation, or because a court declares a contract not legally enforceable.
The use of CFDs is a highly specialised activity that involves investment techniques a nd risks different from those associated with ordinary portfolio security transactions. In a CFD, a set of future cash flows is exchanged between two counterparties. One of these cash flow streams will typically be based on a reference interest rate combined with the performance of a notional value of shares of a stock. The other will be based on the performance of the shares of a stock. Depending on the general state of short term interest rates and the returns on the Company's portfolio securities at the time a CFD transaction reaches its scheduled termination date, there is a risk that the Company will not be able to obtain a replacement transaction or that terms of the replacement will not be as favourable as on the expiring transaction. At 31 December 2022 the Company held CFDs, as shown in the following table.
| Security names | Trade currency |
Shares (000) |
(Unaudited) As at 31 December 2022 Unrealised gain/(loss) \$000 |
|---|---|---|---|
| Aareal Bank AG | EUR | 34 | (14) |
| ADVA Optical Networking SE | EUR | 5 | 3 |
| Agnico Eagle Mines Ltd | USD | (6) | 4 |
| Alliance Aviation Service | AUD | 60 | 5 |
| AVEVA Group plc | GBP | 16 | 2 |
| Biffa plc | GBP | 105 | (1) |
| Black Knight Inc | USD | 3 | 3 |
| Broadcom Inc | USD | (1) | 10 |
| Cazoo Group Ltd | USD | 27 | (2) |
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
| (Unaudited) As at |
|||
|---|---|---|---|
| 31 December 2022 Unrealised |
|||
| Trade | Shares | gain/(loss) | |
| Security names | currency | (000) | \$000 |
| Chr. Hansen A/S | DKK | 1 | (1) |
| Devro plc | GBP | 135 | ** |
| Disruptive Capital GP | GBP | 82 | (12) |
| Distell Group Ltd | ZAR | 41 | (2) |
| Emis Group plc | GBP | 10 | (1) |
| Entain plc | GBP | 25 | (28) |
| Euronav NV | USD | 19 | (44) |
| Frontline Ltd | USD | (28) | 51 |
| Genkyotex SA | EUR | 7 | ** |
| Grief Inc | USD | (4) | 5 |
| Grifols SA | EUR | (12) | (3) |
| HomeServ plc | GBP | 67 | 5 |
| Intercontinental Exchange Inc | USD | (0) | 2 |
| IVECO Group NV | EUR | 6 | (5) |
| K3 Capital Group plc | GBP | 20 | ** |
| Lennar Corp | USD | (9) | 1 |
| Link Admin | AUD | 20 | (20) |
| MaxLinear Inc | USD | (2) | 8 |
| MFE - MediaForEurope N.V. | EUR | 143 | (2) |
| Micro Focus International plc | GBP | 60 | 5 |
| MKS Instruments Inc | USD | 0 | (1) |
| Newcrest Mining | AUD | (3) | ** |
| Novozymes A/S | DKK | (1) | ** |
| Orange Belgium SA | EUR | 5 | 2 |
| OZ Minerals Ltd | AUD | 18 | 6 |
| Pan American Silver Corp | USD | (27) | 5 |
| PEXA Group Ltd | AUD | 3 | 22 |
| Praemium Ltd | AUD | 121 | (3) |
| Pushpay Holdings Ltd | NZD | 222 | (1) |
| Ramsay Health Care Ltd | AUD | 1 | ** |
| Randall & Quilter Investment Holdings Ltd | GBP | 32 | ** |
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
| (Unaudited) | |||
|---|---|---|---|
| As at | |||
| 31 December 2022 | |||
| Unrealised | |||
| Trade | Shares | gain/(loss) | |
| Security names | currency | (000) | \$000 |
| RPS Group plc | GBP | 137 | ** |
| SciPlay Corp | USD | 7 | 1 |
| Silicon Motion Technology Corp ADR | USD | 4 | (7) |
| Siltronic AG | EUR | 4 | (43) |
| SOHO China Ltd | HKD | 437 | (3) |
| Spear Investment Group | EUR | 39 | (4) |
| Spire Healthcare plc | GBP | 49 | 4 |
| Telecom Italia | EUR | 285 | 2 |
| Total unrealised loss on derivatives | (51) | ||
* Less than 500 shares.
** Less than \$500.
The categories of other receivables and other payables include:
| (Unaudited) Half year ended 31 December 2022 \$000 |
(Unaudited) Half year ended 31 December 2021 \$000 |
(Audited) Year ended 30 June 2022 \$000 |
|
|---|---|---|---|
| Other receivables | |||
| FX currency sold | – | – | 12 |
| All other receivables* | 157 | 88 | 54 |
| Total other receivables | 157 | 88 | 66 |
| Other payables | |||
| FX currency purchased | 8 | 70 | – |
| Custodian fees | 10 | 3 | 7 |
| Accounting fees | 13 | 15 | 17 |
| Audit fees | 71 | 35 | 70 |
| All other payables | 353 | 177 | 118 |
| Total other payables | 455 | 300 | 212 |
* At 31 December 2022, all other receivables included prepaid expenses and dividend and swap income.
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
Each of the Directors is entitled to receive a fee from the Company at such rate as may be determined in accordance with the Articles of Incorporation. The Directors' remuneration is \$30,000 per annum for each Director, other than:
Each of the Directors is also entitled to be paid all reasonable expenses properly incurred by them in connection with the performance of their duties. These expenses will include those associated with attending general meetings, Board or committee meetings and legal fees. The Board may determine that additional remuneration may be paid, from time to time, to any one or more Directors in the event such Director or Directors are requested by the Board to perform extra or special services on behalf of the Company.
Carne Global Fund Managers (Ireland) Limited, as AIFM is considered a related party to the Company as it is considered to have significant influence over the Company in its role as AIFM. During the period ended 31 December 2022, the AIFM earned fees of \$26,930 of which \$5,285 was payable at period end. Carne Global Financial Services Limited, the parent company of the AIFM, earned fees amounting to \$6,577 during the period ended 31 December 2022 in respect of other fund governance services provided to the Company, of which \$6,577 was payable at period end.
The Central Bank of Ireland AIF Rulebook Chapter 2.viii – 'Dealings by management company, general partner, depositary, AIFM, investment manager or by delegates or group companies of these states in paragraph one that any transaction carried out with a qualifying investor AIF by a management company, general partner, depositary, AIFM, investment manager or by delegates or group companies of these must be carried out as if negotiated at arm's length. Transactions must be in the best interests of the shareholders. The AIFM is satisfied that there are arrangements (evidenced by written procedures) in place, to ensure that the obligations set out in paragraph 1 of Section 1.xii are applied to all transactions with connected parties; and the AIF is satisfied that transactions with connected parties entered into during the period ended 31 December 2022 complied with the obligations set out in this paragraph.
The related party transactions with the Directors are set out in the Directors' Remuneration Report on pages 35 to 37 of the 2022 Annual Report and Financial Statements as at 30 June 2022.
The Portfolio management fee for the period ended 31 December 2022 paid by the Company to the Portfolio Manager is presented in the Statement of Comprehensive Income. Details of Portfolio management fee paid during the period is disclosed in Note 6.
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
As at 31 December 2022, Associated Capital Group Inc., an affiliate of the Portfolio Manager, held 6,257,775 Ordinary Shares in the Company.
Further details of related parties and transactions, including with the Company's AIFM Carne Global Fund Managers (Ireland) Limited, are disclosed on page 65 of the Annual Report and Financial Statements as at 30 June 2022.
All connected party transactions are carried out at arm's length. There were no such transactions during the period ended 31 December 2022.
As at 31 December 2022, the Company had no contingent liabilities or commitments (31 December 2021: nil).
The outbreak of Coronavirus (COVID-19), declared by the World Health Organisation ("WHO") as a global pandemic in March 2020 and has impacted many aspects of daily life and the global economy since this date. There has been no official change to its status as a pandemic, but this is expected in 2023 as the crisis is now considered broadly stable. There continue to be new variants impacting different regions. The number of infections continue to increase but there is continued focus on rollout of vaccine programmes and a significant drop in recorded mortality rates. Most travel movements and operational restrictions implemented by many countries have returned to normal. While many economies globally have reopened the pace of recovery has varied from country to country and most countries also now impacted by the rising inflation as a global phenomenon. As we progress through 2023, there continues to be potential unforeseen economic consequences from this virus and market reaction to such consequences could be rapid and unpredictable and vary from country to country.
The Directors together with the Manager will continue to monitor business continuity and resilience processes with the objective of mitigating any potential for ongoing impact of COVID-19.
Events arising in Ukraine, as a result of military action being undertaken by Russia, may impact on securities directly or indirectly related to companies domiciled in Russia and/or listed on exchanges located in Russia ("Russian Securities"). As at 31 December 2022, the Company did not have direct exposure to Russian securities. The Directors are monitoring developments related to this military action, including economic sanctions and actions of foreign governments.
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
The Gabelli Merger Plus+ Trust conducted and completed the Tranche Two Tender Offer, as set out in the circular published by the Company on 19 August 2022. The results of the tender were as follows: A total of 331,457 Qualifying Shares were validly tendered under the Tranche Two Tender Offer at the Tender Price of \$973.89 U.S. cents per share, which, upon being purchased by the Company, are to be held in treasury. Proceeds of the tender were payable by 15 February 2023.
The change of AIFM from Carne Global Fund Managers (Ireland) Limited to Gabelli Funds LLC occurred on 14 February 2023.
A statement of changes in the composition of the Portfolio during the financial period is available to shareholders free of charge from the Administrator on request.
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
London E6 6LA
The Directors approved the financial statements on 28 March 2023.
Registered Name Gabelli Merger Plus+ Trust Plc
3 St. James's Place, London, England, SW1A 1NP
Marc Gabelli (Chairman) Marco Bianconi John Birch John Newlands Yuji Sugimoto James Wedderburn
Gabelli Funds, LLC One Corporate Center Rye New York 10580-1422
Kin Company Secretarial Limited Hyde Park House 5 Manfred Road London SW15 2RS
Gabelli Funds, LLC (from 14 February 2023) One Corporate Center Rye, NY 10580 USA
Carne Global Fund Managers (Ireland) Limited (through 13 February 2023) 2nd floor, Block E Iveagh Court, Harcourt Road Dublin Ireland
PricewaterhouseCoopers LLP 7 More London Riverside London SE1 2RT
State Street Bank and Trust Company 20 Churchill Place Canary Wharf London E14 5HJ
State Street Trustees Ltd 20 Churchill Place Canary Wharf London E14 5HJ
Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ
Dickson Minto W.S. 16 Charlotte Square Edinburgh EH2 4DF
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
Please visit us on the Internet. Our homepage at www.gabelli.co.uk includes useful information about the Company, such as daily prices, factsheets, announcements, and current and historic half year and annual reports.
We welcome your comments and questions at +44 (0) 20 3206 2100 or via e-mail at [email protected].
SEDOL/ISIN: BD8P074/GB00BD8P0741 London Stock Exchange (TIDM) Code: GMP Legal Entity Identifier (LEI): 5493006X09N8HK0V1U37
The Company's registrar is Computershare Investor Services PLC. Computershare's website address is investorcentre.co.uk and certain details relating to your holding can be checked through this website. Alternatively, Computershare can be contacted on 0370 707 1390.
Change of name or address must be notified through the website or sent to The Pavilions, Bridgwater Road, Bristol BS99 6ZZ.
The Company is a member of The Association of Investment Companies ("AIC"), which publishes a number of useful fact sheets and email updates for investors interested in investment companies www.theaic.co.uk.
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
Gabelli Merger Plus+ Trust Plc
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
Gabelli Merger Plus+ Trust Plc www.gabelli.co.uk [email protected]
Job No: 49039 Proof Event: 10 Black Line Level: 5 Park Communications Ltd Alpine Way
Customer: Gabelli Project Title: Gabelli Half Yearly Report 2022 T: 0207 055 6500 F: 020 7055 6600
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