26 October 2022, 07:00

Source - LSE Regulatory

RNS Number : 0966E

Gabelli Merger Plus+ Trust PLC

26 October 2022

GABELLI MERGER PLUS+ TRUST PLC - FINAL RESULTS

GABELLI MERGER PLUS⁺ TRUST PLC

Financial Results for the year ended 30 June 2022

FINANCIAL HIGHLIGHTS

Performance	As at As at 30 June 22 30 June 21
Net asset value per share (cum income)	$9.35 $9.94
Net asset value per share (ex income)	$9.78 $10.27
Dividends per share paid during the year¹	$0.48 $0.48
Share price	$9.00 $7.40
Discount to Net Asset Value^2,3	(3.74)% (25.63%)

Total returns	Year ended 30 June 2022	Year ended 30 June 2021
Net asset value per share⁴	(1.34)%	12.12%
U.S. 3-month Treasury Bill	1.69%	0.09%
Share price⁵	29.06%	5.46%

Income

Year ended

30 June 2022

Year ended

30 June 2021

Revenue return per share

($0.09)

($0.14)

Ongoing charges⁶

Year ended

30 June 2021

Year ended 30June 2022

Annualised ongoing charges

1.67%

1.66%

Source: Portfolio Manager (Gabelli Funds, LLC), verified by the Administrator (State Street Bank and Trust Company).

1 The dividends paid during the year ended 30 June 2022 include the fourth quarter dividend for the year ended 30 June 2021.

2 Figures are inclusive of income and dividends paid, in line with the Association of Investment Companies (the "AIC") guidance.

3 These key performance indicators are alternative performance measures.

4 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.

5 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.

6 Ongoing Charges are operating expenses incurred in the running of the Company, whether charged to revenue or capital, but excluding financing costs. These are expressed as a percentage of the average net asset value during the period and this is calculated in accordance with guidance issued by the Association of Investment Companies.

CHAIRMAN'S STATEMENT

We share this Annual Report to Shareholders, encompassing the period from July 2021 through June 2022, and note certain developments post financial year end. This period marks the fifth year of operations for the Gabelli Merger Plus+ Trust Plc (the "Company") activating the Loyalty Programme tender offer and additional voting shares for qualifying shareholders. Gabelli Merger Plus+ Trust Plc operates globally in the highly specialised investment discipline of event driven merger arbitrage. The objectives are to compound and preserve wealth over time, while remaining non-correlated to the broad equity and fixed income markets. The investment programme is global, encompassing a broad spectrum of special situations and event driven opportunities, with an emphasis on announced merger transactions. The portfolio is a highly liquid, non-market correlated alternative to traditional equity and fixed income securities.

The Company's primary objective is to seek to generate total return, consisting of capital appreciation and current income. The Company will seek a secondary objective of the protection of capital, uncorrelated to equity and fixed income markets. The Fund utilizes the Gabelli Private Market Value (PMV) with a Catalyst^TM investment methodology, and has built a diversified portfolio using catalyst event merger arbitrage strategies to create an optimal risk/reward profile. The investment programme is global, encompassing a broad spectrum of special situations and event driven opportunities, with an emphasis on announced merger transactions. The portfolio is a highly liquid, non-market correlated alternative to traditional equity and fixed income securities. Merger returns are derived through the narrowing of deal spreads from time of announcement until their expected closure. The spread is a function of three primary elements: the risk free rate, the risk premium associated with the transaction fundamentals, and the time value of money. The dynamic interplay across these components is evaluated within every investment by the Manager. Position sizing will vary according to a probabilistic assessment of the risk. The inherent risk in all merger investing is a broken deal rather than the standard deviation or price variance of the market price movements over the deal timeline. Gabelli Funds LLC, the Portfolio Manager, employs an active approach to analysing the fundamentals of a merger investment and has a long history of implementing such a programme. At its core, this differentiated investment approach utilises the Gabelli analytical methodology to manage risk amongst other inputs and factors. The full details of this investment programme were set out in the offering Prospectus and are found on the Company's web site, www.Gabelli. com/MergerPlus.

The Board is always receptive to feedback and is available should you have any questions or comments via the Portfolio Manager's Investor Relations group directly. We thank you, our shareholders, for your confidence in entrusting a portion of your assets to our team.

The Investment Environment

Uncertainty surrounding the current state of the global macroeconomic environment, taxed supply chains and an ongoing war in Eastern Europe plagued the pace of deal making in the first half of 2022, which showed a 21% decrease in deals versus last year's levels in the second quarter alone. Deal making in the technology sector slowed 19% year- over-year, but remained the most active, followed by industrials and financials.

Despite COVID-19 cases trending significantly below peak, certain hot spots remain, particularly in China. This adds an element of uncertainty to capital allocation decisions evidenced in a further 17% decline in cross border activity when compared to last year.

Nevertheless, the number of deals greater than $10 billion increased 11% year-over-year, and several well-known targets entered into merger agreements. Microsoft began the year announcing its $69 billion acquisition of game developer Activision Blizzard.

In May, software company VMware Inc agreed to be acquired by Broadcom Inc in a cash and stock transaction valued at $61 billion. There was also Elon Musk's well- publicised bid to take Twitter private for $44 billion, the outcome of which remains uncertain.

The broad market still sits over 20% above the level where it ended in 2019, an 8% CAGR over a very fraught time. We as a society may have moved past COVID, but its aftereffects are still felt. Political, corporate and individual actors still need to sort through a variety of issues. Economic and market conditions may worsen before they improve, and there may be volatility in currency markets as Central Banks adjust interest rate policies, but the risks are more balanced today than they have been in some time.

Principal Developments on Investments During the Year

Throughout periods of the first half, we saw significant widening of deal spreads, some of which were tied to specific deal risks, including worries that buyers would walk away from transactions, leaving target companies vulnerable to market conditions. This led to relatively broad based selling across announced deals, with more pain felt in technology, given the sector's steep selloff this year following lofty valuations.

Spreads have since rebounded following the successful completion of several deals, as well as updates provided by buyers to reassure the market that they remain committed to closing their transactions. While the pace of acquisition announcements by strategic acquirers slowed, private equity backed deals remained plentiful. A total of $553 billion worth of deals were announced in the half, accounting for a quarter of all M&A activity. While some private equity sponsors have hit roadblocks attempting to secure financing, strategic buyers balance sheets remain strong with regards to cash levels and financial buyers' are coming off very robust years of capital raising.

We expect transaction activity to strengthen as companies gain more certainty in the face of current global concerns. As market valuations continue to reset, the strong US Dollar is enticing for corporate deal making, positioning American companies well in the competition for assets on a global basis. The Gabelli method is well organised to invest during such a period. Gabelli managers are fundamental and bottom up. Their analysts follow sectors globally, and seek to understand everything available relating to a business, and are agnostic of indices and market capitalisations. Their work emphasizes balance sheet and cash flows. Ultimately, they seek to identify businesses that are trading in the market at discounts to their estimates of the value an informed industrial acquirer would pay for the company in its entirety, thus establishing the Private Market Value ("PMV"). The Gabelli team also need event catalysts to invest, thus providing the potential for returns independent of the broad markets. Volatility has historically presented excellent opportunities to acquire a business through the fractional interest represented in its traded shares and we believe the PMV with a Catalyst method will fare well in the period ahead.

Performance

The Company's net asset value (NAV) plus dividends paid delivered a total return to shareholders during the year under review of -1.11% in U.S. dollars. This performance compared to the equivalent 13-week U.S. Treasury Bill which yielded 1.69% as of 30 June 2022, and also relative to the IQ Merger Arbitrage ETF, S&P Merger Arbitrage Index, and Credit Suisse Merger Arbitrage Liquid Index, which returned -7.44%, -1.59%, and -0.88%, respectively. The share price total return with dividends reinvested was 29.06%, with the discount narrowing during the year. The performance for shareholders at IPO through the tender period of 22 September 2022, was 19.08% with dividends reinvested, versus a return of 18.97% for the Credit Suisse Merger Arbitrage Liquid Index.

Dividend

The Company's portfolio is largely focused on the Catalyst events of announced takeovers, where the terms are known and transparent to the market. Such investments generally have estimated return profiles in periods of less than nine months. The company will pursue other Catalyst Event opportunities as they surface, and will also invest occasionally in other forms of relative value arbitrage, such as such as share class arbitrage and holdco arbitrage. Holding periods average approximately 120 days. In arbitrage, the culmination of a position is effectively a return of cash as the position is closed. In order to allow the Shareholders to realise a predictable, but not assured, level of cash flow and some liquidity periodically on their investment, the Company has adopted a "managed dividend policy". This policy seeks to pay Shareholders a quarterly dividend in relation to the Net Asset Value of the Company at the time, which may be changed at any time by the Board. Between inception and 30 June 2022, the Company returned $2.27 per share to shareholders, consistent with its dividend policy. Dividends are paid only when declared by the Board subject to the Board's assessment of the Company's financial position and only if the Company has sufficient income and distributable reserves to make the dividend payment, and the level of dividend may vary over presented excellent opportunities to acquire a business through the fractional interest represented in its traded shares and we believe the PMV with a Catalyst method will fare well in the period ahead of time. As such, the portfolio's managed distribution of capital through the payment of quarterly dividends is under review as we enter the new Fiscal Year.

Tender Offer and Close Company Status

This report also addresses the period through October 2022 as a subsequent event to the fiscal year ending 30 June 2022. The Company commenced the Fifth Anniversary Tender Offer for Qualifying Registered Shares via two tranches beginning in September 2022 and ending February 2023. Shareholders whose shares are registered in the Loyalty Programme for five years are eligible to participate in the Company's tender offer. As of 7 October 2022 the Company successfully completed the tender for 3,005,957 shares at NAV less expenses. The Tranche Two tender offer will commence in January 2023, with an estimated maximum of approximately 343,000 Qualifying Shares Tender results present two significant developments for shareholder consideration: first, the overall portfolio assets under management are now USD 68 million versus USD 97 million; second, the post tender shareholder composition requires the Company to operate as a Close Company. The Board of Directors acknowledges the broad shareholder participation in the tender, and notes that the largest shareholder, Associated Capital Group, elected not to tender and has expressed its view that the Company should continue. Associated Capital Group, legal and beneficial owner of 6,216,256 shares at the time of this writing, has confirmed via a letter of Deed, which contains enforceable irrevocable undertakings, that it will both vote in favour of continuation of the company and not participate in the tender offer. As a result, the Company will operate as a Close investment company, and therefore will be subject to UK corporate taxes, and thus no longer avail itself to investment trust status. The Board of Directors will assess shareholder considerations and undertake the analysis of options for the continuing Company, including operational and structural alternatives oriented towards expense and tax savings, as it progresses. Finally, in accordance with the charter, remaining registered loyalty Programme Five-year shareholders are eligible to receive an additional vote per individual share held. The Loyalty Programme has been implemented in accordance with the offering prospectus.

Final Thoughts

With heartfelt sadness we write this letter after the passing of Her Majesty Queen Elizabeth II, whose steadfast leadership will be missed. Today's post World War II order is facing intense challenges, yet this Company has performed consistently and non-correlated to the broader indices since inception. It has endured COVID-19, the onset of inflation and higher interest rates, and a fragile regulatory environment lead by the geo-political wrangling between the US and China. The list continues, as will the Gabelli Merger Plus+ Trust Plc in the United Kingdom.

Marc Gabelli

Chairman

INVESTMENT OBJECTIVE AND POLICY

Investment objective

The Company's primary investment objective is to seek to generate total return, consisting of capital appreciation and current income. The Company will seek a secondary objective of the protection of capital, uncorrelated to equity and fixed income markets.

Investment policy

The Company will seek to meet its investment objective by utilising the Gabelli Private Market Value (PMV) with a CatalystTM, investment methodology, maintaining a diversified portfolio of event merger arbitrage strategies to seek to create an optimal risk/ reward profile for the portfolio.

"Event Driven Merger Arbitrage" is a highly specialised active investment approach designed principally to profit from the differences between the public market price and the price achieved through corporate catalyst events. Catalysts are utilised to earn returns independent of the broad markets' direction. This includes corporate events such as announced mergers, acquisitions, takeovers, tender offers, leveraged buyouts, restructurings, demergers and other types of reorganisations and corporate actions ("deals").

The Company will invest globally although it is expected to have an emphasis on securities traded in the United States, predominantly equity securities issued by companies of any market capitalisation. The Company is permitted to use a variety of investment strategies and instruments, including but not limited to: convertible and non-convertible debt securities; asset-backed and mortgage-backed securities; fixed interest securities, preferred stock, non-convertible preferred stock, depositary receipts; shares or units of UCIs or UCITS; rights qualifying as transferable securities; when issued, delayed delivery transferable securities; forward contracts; swaps; recently issued transferable securities; repurchase agreements, money market instruments and warrants.

The Company may invest part of its net assets in cash and cash equivalents, money market instruments, bonds, commercial paper or other debt obligations with banks or other counterparties having at least a single A (or equivalent) credit rating from an internationally recognised rating agency or government and other public securities, if the Portfolio Manager believes that it would be in the best interests of the Company and its Shareholders. This may be the case, for example, if the Portfolio Manager believes that adverse market conditions justify a temporary defensive position. Any cash or surplus assets may also be temporarily invested in such instruments pending investment in accordance with the Company's investment policy.

The Company may take both long and short positions in equity and debt securities. For shorting purposes, the Company may use indices, individual stocks, or fixed income securities.

The Company may utilise financial derivative instruments to create both long and synthetic covered short positions with the aim of maximising positive returns. The Company may use strategies and techniques consisting of options, futures contracts, and currency transactions and may enter into total rate of return, credit default, or other types of swaps and related derivatives for various purposes, including to gain economic exposure to an asset or group of assets that may be difficult or impractical to acquire.

The Company may also use derivatives for efficient portfolio management purposes including, without limitation, hedging and risk management and leverage.

The Company has broad and flexible investment authority and, accordingly, it may at any time have investments in other related or unrelated areas. Strategies and financial instruments utilised by the Company may include: (i) purchasing or writing options (listed or unlisted) of any and all types including options on equity securities, stock market and commodity indices, debt securities, futures contracts, future contracts on commodities and currencies; (ii) trading in commodity futures contracts, commodity option contracts and other commodity interests including physical commodities; (iii) borrowing money from brokerage firms and banks on a demand basis to buy and sell short investments in excess of capital; and (iv) entering into swap agreements (of any and all types including commodity swaps, interest rate swaps and currency swaps), forward contracts, currencies, foreign exchange contracts, warrants, credit default swaps, synthetic derivatives (for example, CDX), collateralised debt obligations tranches, and other structured or synthetic debt obligations, partnership interests or interests in other investment companies and any other financial instruments of any and all types which exist now or are hereafter created.

There has been no change to the investment policy since the launch of the Company on 19 July 2017. No material change will be made without shareholder approval.

PORTFOLIO MANAGER'S REVIEW

Methodology and Market Opportunity Gabelli Funds would like to thank our investors for allocating a portion of their assets to the Gabelli Merger Plus+ Trust ("GMP"). We appreciate the confidence and trust you have placed in our organization through your investment in GMP. Our investment objective is to compound and preserve wealth over time while remaining non-correlated to the broad markets. As a firm, we have invested in mergers since 1977 and created the Gabelli group's first dedicated, announced merger fund more than thirty years ago. We remain vigilant in the application of our investment philosophy and in our search for opportunities. In this context, let us outline our investment methodology and the investment environment through 30 June 2022.

We remain vigilant in the application of our investment philosophy and in our search for opportunities. In this context, let us outline our investment methodology and the investment environment through 30 June 2022. Merger arbitrage is a highly specialised investment approach 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 reorganizations and actions. As arbitrageurs, we seek to earn the differential, or "spread," between the market price of our investments and the value ultimately realized through deal consummation.

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:

• Increased market volatility, which enhances our ability to establish positions for the prospect of improved returns;

• A robust market for corporate deal making as conditions continue to provide an accommodative market for mergers and acquisitions.

• A rising interest rate environment, providing attractive merger spread opportunities;

• The Fund's experienced investment team, which pursues opportunities globally through the disciplined application of Gabelli's investment methodology;

Global Deal Activity¹

Global deal merger and acquisition activity ("M&A") totalled $2.2 trillion during the first half of 2022, a year- over-year decrease of 21%; however, the deal flow remained notably consistent, capped off with $1 trillion in deals in the second quarter. This marked the eighth consecutive quarter to pass $1 trillion. There were twenty-six deals completed with values greater than $10 billion, accounting for $609 billion in aggregate, up 11% year over year. Deals with values between $1-$5 billion accounted for $562 billion during the year, a decrease of 35% compared to the first half of 2021.

Cross border M&A activity totalled $687 billion for the calendar year, marking a decrease of 17% year-over-year. The value of private equity-backed buyouts remained robust at $553 billion in the first half, an all-time high. This accounted for nearly 26% of total M&A activity.

The slowdown of deal activity, compared to the record-breaking levels of 2021, was driven mainly by U.S. based targets, which saw $958 billion in deal activity, a decrease of 28% year-over-year. European M&A tallied $527 billion of transactions over the same period, a decrease of only 4%.

The Technology sector was the biggest contributor to merger activity during the first half, totalling $531 billion. This accounted for 25% of total announced deal volume, a record. Financials and Industrials sectors were also large contributors, each accounting for 12% of M&A activity.

1 Thomson Reuters M&A Review - First Half of 2022

PORTFOLIO IN REVIEW

The first half of 2022 was the worst for markets since 1970 with the S&P 500 shedding nearly 21%. Similar to 1970, the main cause of the market turmoil was inflation. Economists often define inflation as too many dollars chasing too few goods. Both those conditions have been eminently true of late. Years of easy monetary policy formed the underbrush while $5 trillion in rescue stimulus, $5 trillion in Quantitative Easing, supply chain snafus, and pent-up demand triggered by COVID provided the spark for an explosion in prices. The war in Ukraine, which has perhaps permanently altered global food and energy flows, accelerated the fire. Unfortunately, most central banks, including the Fed, entered this year behind the curve. In order to restore credibility and avoid the fate of 1970s Chair Arthur Burns, Jerome Powell has had to act aggressively with increases of 150 basis points over the last six months. The Fed can neither pump more oil nor harvest more wheat, but it can act on the demand side of the equation.

Against this backdrop of rising rates, macroeconomic concerns, and regulatory uncertainty, deal making slowed to $2.2 trillion in the first half of the year. While this was down 21% compared to the same period last year, 2021 was a record year and a likely outlier for M&A activity. The first two quarters of 2022 each saw deal volume above $1 trillion, the 7th and 8th consecutive quarters to reach that level. We expect we will continue to see a robust deal environment, as a reset in valuations should provide opportunities for both strategic and private equity buyers.

As we have noted in the past, 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. Fixed income markets are currently anticipating an additional 200 basis points of rate hikes this year, which would bring the Fed Funds rate to 3.5%.

Currently, the spreads in the portfolio are as wide as we have seen since the beginning of the COVID pandemic. Aggressive antitrust policy rhetoric has increased volatility in deal spreads, which provides us an opportunity. Mispriced risk allows us to add to our highest conviction positions at lower prices, generating more attractive returns as deals progress towards closing.

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 prospect to continue to generate absolute returns.

Notable contributors to performance include:

· Arena Pharmaceuticals, Inc. (ARNA- NASDAQ), a biotechnology company that develops therapeutics for autoimmune diseases, was acquired by Pfizer in March after the companies received U.S. antitrust approval. In February, Pfizer withdrew and refiled its application for antitrust approval in the hopes of avoiding a second request that would have extended the timeline for approval. The companies had already received antitrust approvals in Germany and Austria, and Arena shareholders voted to approve the transaction in February. Under the terms of the agreement, Arena shareholders received $100.00 cash per share, or about $6 billion.

· Meggitt plc (MGGT LN-London), an engineering firm that designs and manufactures components for the aerospace, defence and energy industries, agreed to be acquired by Parker-Hannifin for £8.00 cash per share, or about £7 billion. Meggitt has made considerable progress securing various approvals needed to consummate the transaction and awaits only UK government approval. The deal was completed on 13 September 2022.

· Sanderson Farms, Inc. (SAFM- NASDAQ), a producer and processor of fresh and frozen chicken products, agreed to be acquired by a consortium led by Cargill for $203 cash per share, or about $5 billion. As the deal awaits its final regulatory approval from the U.S. Department of Justice, the stock has traded favourably on Sanderson's fundamentals. The company's results have greatly benefited from poultry pricing and the consensus is that the stock would trade significantly higher in the event the deal cannot be completed.

· Swedish Match (SWMA SS- Stockholm), a manufacturer of smokeless tobacco products, including the market-leading product ZYN, agreed to be acquired by Philip Morris International for SEK106.00 cash per share, or about $16 billion. In June, the companies received antitrust approval in the U.S. The spread then tightened further upon reports that Elliott was building a stake in Swedish Match to oppose the sale at current terms.

· Xilinx, Inc. (XLNX-NASDAQ), a designer of advanced programmable semiconductors used in automotive, aerospace, and consumer applications, was acquired by Advanced Micro Devices. The companies received approval from Chinese antitrust regulator SAMR in January, but were required to re-file their application in the U.S., given it had been more than one year since receiving U.S. antitrust approval, which was granted on 9 February, 2022. The deal subsequently closed on 14 February, 2022. Under the terms of the agreement, Xilinx shareholders received 1.7234 shares of AMD common stock per share of Xilinx, which valued the company at $48 billion.

Notable detractors from performance include:

· Avast plc (AVST LN-London), a provider of cyber security software, agreed to be acquired by NortonLifeLock for $7.61 cash and 0.0302 shares of NLOK, valuing the transaction at $8 billion. While the deal secured all global regulatory approvals outside of the UK, in March the UK antitrust regulator referred the deal to a stage two review, and the stock sold off due to the uncertainty. In the end, the transaction secured approval from the Competition and Markets Authority, with a completion date of 12 September 2022.

· Twitter Inc. (TWTR US), a provider of online social networking services, Twitter agreed to be acquired by Elon Musk for $54.20 cash, or $44 billion. In July, Elon Musk unilaterally terminated the merger agreement with Twitter, citing material breach of the access to information and financing cooperation covenants in the context of spam accounts. Twitter sued Musk in Delaware Chancery court for Specific Performance, essentially asking the court to compel Musk to close the deal on terms. Musk's attempt to terminate the transaction caused some disruption at the company. This, coupled with a deteriorating environment for digital- advertising spending, negatively impacted Twitter's stock price. On 4 October 2022, Musk again reversed course and stated that he would move ahead with the acquisition at the original price of $54.20. At the time of writing, the outcome of this deal is still uncertain.

SELECT PORTFOLIO HOLDINGS AS OF 30 JUNE 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 the 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, and is expected to close in late 2022 or 2023.

· Avast plc (AVST LN-London) agreed to be acquired by NortonLifeLock, Inc. (NLOK-NASDAQ). Avast provides digital security and privacy products. Under the terms of the agreement, Avast shareholders will receive $7.61 cash and 0.0302 shares of NortonLifeLock common stock per share, valuing the transaction at approximately £6 billion. The transaction was subject to shareholder as well as regulatory approvals, and closed in mid-September 2022.

· Coherent, Inc. (COHR-NASDAQ) agreed to be acquired by II-VI, Inc. (IIVI-NASDAQ). Coherent provides lasers, laser-based technologies, and laser-based system solutions. Under the terms of the agreement, Coherent shareholders received $220.00 cash and 0.91 shares of II-VI common stock per share, valuing the transaction at approximately $7 billion. The transaction was subject to approval by shareholders of both companies, as well as regulatory approvals, and closed in July 2022.

· 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, which provides various financial services. Under the 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, and is expected to close in late 2022 or early 2023.

· Mandiant, Inc. (MNDT-NASDAQ) agreed to be acquired by Alphabet, Inc. (GOOGL-NASDAQ). Mandiant provides cyber defence solutions. Under the terms of the agreement, Mandiant shareholders will receive $23.00 cash per share, valuing the transaction at approximately $5 billion. The transaction is subject to shareholder as well as regulatory approvals, and is expected to close in the second half of 2022.

· Meggitt plc (MGGT LN-London) agreed to be acquired by Parker-Hannifin Corp. (PH-NYSE). Meggitt designs and manufactures components and sub-systems in the UK, rest of Europe, the U.S., and internationally. Under the terms of the agreement, Meggitt shareholders will receive £8.00 cash per share, valuing the transaction at approximately £7 billion. The transaction is subject to shareholder as well as regulatory approvals, and is expected to close in the third quarter of 2022.

· Rogers Corp. (ROG-NYSE) agreed to be acquired by DuPont de Nemours, Inc. (DD-NYSE). Rogers designs, develops, manufactures, and sells engineered materials and components worldwide. Under the terms of the agreement, Rogers shareholders will receive $277.00 cash per share, valuing the transaction at approximately $5 billion. The transaction is subject to shareholder as well as regulatory approvals, and is expected to close in the second half of 2022.

· 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 the 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, and is expected to close in the second half of 2022.

· Swedish Match AB (SWMA SS- Stockholm) agreed to be acquired by Philip Morris International, Inc. (PM-NYSE). 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. Under the terms of the agreement, Swedish Match shareholders will receive SEK 106.00 cash per share, valuing the transaction at approximately $16 billion. The transaction is subject to the tender of at least 90% of shares outstanding, as well as regulatory approvals, and is expected to close in the fourth quarter of 2022.

· 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 the 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, and is expected to close by the first quarter of 2023.

· Vifor Pharma AG (VIFN SW- Switzerland) agreed to be acquired by CSL Ltd. (CSL AU- Sydney). Vifor Pharma develops and manufactures pharmaceutical products in Switzerland, rest of Europe, the U.S., and internationally. Under the terms of the agreement, Vifor shareholders will receive $179.25 cash per share, valuing the transaction at approximately $12 billion. The transaction is subject to the tender of at least a majority of shares outstanding, as well as regulatory approvals, and closed in August.

SELECT CLOSED DEALS AS OF 30 JUNE 2022

· Arena Pharmaceuticals, Inc. was acquired by Pfizer Inc. in March 2022. Arena Pharmaceuticals focuses on developing novel medicines in the areas of gastroenterology, dermatology, and cardiology. On 13 December, 2021, Pfizer announced it would acquire Arena for $100.00 cash per share, valuing the transaction at approximately $6 billion.

· Cerner Corp. was acquired by Oracle Corp. in June 2022. Cerner provides health care information technology solutions and tech-enabled services in the U.S. and internationally. On 20 December, 2021, Oracle announced it would acquire Cerner for $95.00 cash per share, valuing the transaction at approximately $30 billion.

· Crown Resorts Ltd. was acquired by Blackstone, Inc. in June 2022. Crown Resorts operates in the entertainment industry primarily in Australia. On 13 February, 2022, Blackstone announced it would acquire Crown for A$13.10 cash per share, valuing the transaction at approximately A$9 billion.

· CyrusOne, Inc. was acquired by KKR & Co., Inc. and Global Infrastructure Partners in March 2022. CyrusOne is a premier global REIT specializing in design, construction, and operation of more than 50 high- performance data centres worldwide. On 15 November, 2021, KKR announced it would acquire CyrusOne for $90.50 cash per share, valuing the transaction at approximately $15 billion.

· Ferro Corp. was acquired by Prince International, a portfolio company of American Securities LLC, in April 2022. Ferro produces and markets specialty materials in the U.S., Europe, the Middle East, Africa, the Asia Pacific, and Latin America. On 11 May, 2021, Prince announced it would acquire Ferro for $22.00 cash per share, valuing the transaction at approximately $2 billion.

· IHS Markit Ltd. was acquired by S&P Global, Inc. in February 2022. IHS Markit provides critical information, analytics, and solutions for various industries and markets worldwide. On 30 November, 2020, S&P announced it would acquire IHS for 0.2838 shares of S&P common stock per share, valuing the transaction at approximately $44 billion.

· Intersect ENT, Inc. was acquired by Medtronic plc in May 2022. Intersect ENT operates as an ear, nose, and throat medical technology company in the U.S. On 6 August, 2021, Medtronic announced it would acquire Intersect for $28.25 cash per share, valuing the transaction at approximately $1 billion.

· Mimecast Ltd. was acquired by Permira in May 2022. Mimecast provides cloud security and risk management services for corporate information and email. On 7 December, 2021, Permira announced it would acquire Mimecast for $80.00 cash per share, valuing the transaction at approximately $6 billion.

· Nuance Communications, Inc. was acquired by Microsoft Corp. in March 2022. Nuance Communications provides conversational and cognitive artificial intelligence innovations. On 12 April, 2021, Microsoft announced it would acquire Nuance for $56.00 cash per share, valuing the transaction at approximately $17 billion.

· Veoneer, Inc. was acquired by QUALCOMM, Inc. in April 2022. Veoneer designs, develops, and manufactures automotive safety electronics primarily in North America, Europe, and Asia. On 4 October, 2021, QUALCOMM announced it would acquire Veoneer for $37.00 cash per share, valuing the transaction at approximately $4 billion.

· Xilinx, Inc. was acquired by Advanced Micro Devices, Inc. in February 2022. Xilinx designs and develops programmable devices and associated technologies worldwide. On 27 October, 2020, Advanced Micro Devices announced it would acquire Xilinx for 1.7234 shares of Advanced Micro common stock per share, valuing the transaction at approximately $34 billion.

· Z Energy Ltd. was acquired by Ampol Ltd. in May 2022. Z Energy sells transport fuel in New Zealand. On 12 October, 2021, Ampol announced it would acquire Z Energy for NZ$3.78 cash per share, valuing the transaction at approximately NZ$3 billion.

PORTFOLIO SUMMARY

Largest Portfolio Security holdings (excluding cash and cash equivalents)

Security¹ Offsetting short position²	As at 30 June 2022
Security¹ Offsetting short position²	% of total portfolio³ (gross)	Market value⁴ $000	Offsetting market value⁵ $000	% of total portfolio⁶ (net)
Shaw Communications Inc	2.7	3,143		2.7
Activision Blizzard Inc	2.5	2,870		2.5
Coherent Inc II-VI Inc	2.3	2,693	(399)	2.0
Mandiant Inc	2.1	2,486		2.1
Vifor Pharma AG	2.1	2,442		2.1
Change Healthcare Inc	2.1	2,389		2.1
Rogers Corp	2.0	2,327		2.0
First Horizon Corp	1.9	2,245		1.9
PNM Resources Inc	1.9	2,179		1.9
Tower Semiconductor Ltd	1.8	2,112		1.8
BioHaven Pharmaceutical
Holding Company Ltd	1.8	2,076		1.8
Aerojet Rocketdyne Holdings
Inc	1.7	1,960		1.7
Citrix Systems Inc	1.7	1,924		1.7
Nielsen Holdings plc	1.5	1,750		1.5
Intertape Polymer Group Inc	1.4	1,672		1.4
Altaba Inc	1.4	1,666		1.4
SailPoint Technologies Inc	1.4	1,630		1.4
Tegna Inc	1.4	1,592		1.4
Zendesk Inc	1.4	1,567		1.4
MoneyGram International Inc	1.2	1,412		1.2
Sub-total	36.3	42,135	(399)	36.0
Other holdings⁷	63.7	78,868	(4,901)	64.0
Total holdings	100.0	121,003	(5,300)	100.0

¹ Long position.

² The offsetting short position of II-VI taken in advance of its acquisition of Coherent Inc., which was converted into the right to receive $220 in cash plus 0.91 share of II-VI common stock.

³ Represents the market value as a percentage of the total portfolio value.

⁴ Market value of the long position.

⁵ Market value of the offsetting short position.

⁶ Represents the total position value (market value plus the offsetting market value) as a percentage of the total portfolio value.

⁷ Including derivatives and equity short positions, and excluding U.S. Treasuries. A Statement of Portfolio Changes is available from the Administrator upon request.

STRATEGY

OUR KEY PERFORMANCE INDICATORS ("KPIS")

The Company's strategy is to generate returns for its shareholders by pursuing its investment objective while mitigating shareholder risk, by investing in a diversified spread of equity investments. Through a process of bottom-up stock selection and the implementation of disciplined portfolio construction, we aim to create value for the Company's shareholders.

The largest holdings in the Company's portfolio are listed below.

GEARING POLICY

At the sole discretion of the Portfolio Manager, the Company may use leverage as part of its investment programme. It is anticipated that the Company will structurally gear and use tactical leverage or portfolio borrowings in an amount (calculated at the time of investment) of around 2 times of the Net Asset Value, subject to maximum gearing of 2.5 times the Net Asset Value.

LEVERAGE

Leverage is calculated using two methods:

i) Gross method and ii) Commitment method.

BUSINESS MODEL

Please see the Methodology in Action on page 7 of the full report.

Board Diversity

Please see the "Board Diversity" item on page 29 of the full report

KEY PERFORMANCE INDICATORS ("KPIS")

The Board recognises that it is share price performance that is most important to the Company's shareholders. Fundamental to share price performance is the performance of the Company's net asset value. The central priority is to generate returns for the Company's shareholders through net asset value and share price total return, and discount management.

For the year ended 30 June 2022, the Company's KPIs, as monitored closely by the Board at each meeting, are listed below:

Net Asset Value Total Return

Year ended 30 June 2022

(1.34)%

(30 June 2021: 12.12%)

Share Price Total Return

Year ended 30 June 2022

29.06%

(30 June 2021: 5.46%)

Discount to Net Asset Value

Year ended 30 June 2022

3.74%

(30 June 2021: 25.63%)

The above table sets out the key KPIs for the Company. These KPIs fall within the definition of 'Alternative Performance Measures' (APMs) under guidance issued by the European Securities and Markets Authority (ESMA). Information explaining how these are calculated is set out in the Glossary. These KPIs including APMs have been carefully selected by the Board on discussion with the Portfolio Manager, to give the most appropriate overview of performance in the financial year to shareholders and other stakeholders.

Performance measured against various indices

The Company does not use a benchmark. However, at each meeting the Board reviews and compares portfolio performance in the context of the performance of the ETF MNA and Credit Suisse Merger Arb Liquid Indices. Information on the Company's performance is given in the Chairman's Statement and the Portfolio Manager's Review.

Share Price Total Return

The Company's primary investment objective is to seek to generate total return consisting of capital appreciation and current income.

In order to allow the Shareholders to realise a predictable, but not assured, level of cash flow and some liquidity periodically on their investment, the Company has adopted a "managed dividend policy". This policy seeks to pay Shareholders a quarterly dividend in relation to the Net Asset Value of the Company at the time, which may be changed at any time by the Board. Between inception and 30 June 2022, the Company returned

$2.27 per share to shareholders, consistent with its dividend policy. Dividends are paid only when declared by the Board subject to the Board's assessment of the Company's financial position and only if the Company has sufficient income and distributable reserves to make the dividend payment, and the level of dividend may vary over time. As such, the portfolio's managed distribution of capital through the payment of quarterly dividends is under review as we enter the new Fiscal Year.

Share price discount to net asset value (NAV) per share

The NAV per share is published on a daily basis on the London Stock Exchange and The International Stock Exchange. The NAV is calculated in accordance with the Association of Investment Companies (AIC) formula.

At each Board meeting, the Board monitors the level of the Company's discount to NAV, the changes thereto and the reason for such changes. The Directors recognise the importance to investors that the shares should not trade at a significant discount to NAV. Accordingly, the Board would consider implementing a share buy back programme to ensure that the share price does not trade at a significant discount to the NAV.

In the year under review, the Company's shares have traded from a discount of 25.63% as of 30 June 2021 to a discount of 3.85% as of 30 June 2022.

Performance is assessed on a total return basis for the NAV and share price.

Cumulative Performance Chart (USD) from 19 July 2017

Dividend History
	Rate ($)	Ex-dividend date	Record date	Payment date
Fourth interim 2022	Not yet declared*
Third interim 2022	0.12	18 April 2022	19 April 2022	28 April 2022
Second interim 2022	0.12	20 January 2022	21 January 2022	03 February 2022
First interim 2022	0.12	18 November 2021	19 November 2021	03 December 2021
Total	0.36
Fourth interim 2021	0.12	14 October 2021	15 October 2021	29 October 2021
Third interim 2021	0.12	15 April 2021	16 April 2021	30 April 2021
Second interim 2021	0.12	14 January 2021	15 January 2021	28 January 2021
First interim 2021	0.12	15 October 2020	16 October 2020	30 October 2020
Total	0.48

* The Board expects to announce the final interim dividend in respect of the Company's financial year ended 30 June 2022 after the Tranche Two Tender Offer has concluded. Qualifying Registered Shareholders who participate in either Tender Offer will not be entitled to any such dividend in respect of any Ordinary Shares validly tendered.

PRINCIPAL RISKS

The Company continues to have exposure to a variety of risks and uncertainties, and the Audit & Risk Committee has focused attention on identifying and mitigating key risks likely to crystallise in the current economic environment. The Board continues to prioritise a robust system of controls to minimise exposure to global macro events in particular, which remains highlighted as a generic risk as in recent Annual Reports.

The Directors confirm that they have carried out a further robust assessment of the principal risks facing the Company during the year, including those that would threaten its investment objective, business

model, future performance, solvency or liquidity. The Company maintains a risk matrix which sets out the risks facing the Company, the likelihood and potential impact of each risk and the controls established for mitigation. The risk matrix is reviewed by the Audit & Risk Committee on a regular basis throughout the financial year, and was specifically refreshed in 2022 to introduce more stringent risk ratings for each risk and to reflect the impact of related mitigating controls.

The core principal risks set out in the 2021 Annual Report remain largely unchanged, however there are some risks that have emerged which are set out in the

following table with an explanation of how they are mitigated. On review during the year, the Board re-rated several principal risks and considered the adequacy of mitigating controls in place across the Company's operations and those of its key third party providers. The Audit & Risk Committee has also specifically considered the risks associated to the Portfolio Manager's use of Contracts for Difference within the investment strategy, which on review were felt to continue to be appropriate. The risk narrative in the table below includes a summary of the actions taken to position the Company to withstand the related effects for markets and investments:

Risk	Mitigation
Investment Portfolio Risks
Decline in the U.S. equity markets.	By investing in a diversified portfolio and by adhering to a carefully monitored series of investment restrictions, enabled by automated pre-trade compliance features and daily review of trade tickets. These strictures mandate that no single security purchase can, at the time of investment, account for more than 15% of the gross assets of the Company. The Board meets the portfolio management team quarterly at the Board meetings to review the risk factors and their effects on the portfolio, and a thorough analysis of the investment strategy is undertaken.
Merger and event driven risks address the possibility that deals do not go through, are delayed beyond the original closing dates, or that the terms of the proposed transactions change adversely.	Portfolio management team's careful selection and active monitoring of mergers and acquisitions deals, and maintaining a thorough knowledge of the selected securities in the portfolio.
Global Macro Events Risks
Unforeseen global emergencies such as the pandemic could lead to dramatically increased market instability and Company share price volatility.	Global economic, geopolitical, and financial conditions are constantly monitored. Diversification of Company assets is incorporated into the investment strategy and, if disruptive events occur, the Manager is prepared to adopt a temporary defensive position and invest some or all of the Company's portfolio in cash or cash equivalents, money market instruments, bonds, commercial paper, or other debt obligations with banks or other counterparties, with appropriate ratings as determined by an internationally recognised rating agency and approved by the Board. Another option is the investment in "government and public securities" as defined for the purposes of the Financial Conduct Authority Handbook.
	The effects of the COVID-19 pandemic appear to be easing, but the aftermath of the pandemic continues to create uncertainty for economic forecasts and markets as Governments globally seek to transition communities, businesses and individuals back to normality. The Manager has therefore carefully managed the Company's investments to protect shareholders' interests and to position the Company to benefit from future performance of markets in line with its key investment principles. The pandemic also impacted the day-to-day operational management of both the Board and the Company's third party service providers. The Board and all its third party service providers continue to successfully work and meet remotely, and regular third party briefings have kept the Board informed of how related risks are minimised through the pandemic and ongoing global recovery.
The military aggression undertaken by Russia against Ukraine has upset the world economic order. The geopolitical repercussions are extensive, creating global problems including higher energy and food prices and possibly altering global food and energy flows permanently.	The Board continues to monitor the events unfolding in Ukraine. The portfolio management team of the Trust monitors the holdings for their exposure to the war. The Audit & Risk Committee have noted that it is possible that a future event may temporarily compromise the availability of an individual board member or a key representative or integral team member of a third party service provider, in turn impacting the Company's performance and have plans in place to prepare for such eventualities such as remote working etc to ensure continuity.

Fraud and cybersecurity vulnerability could increase for key service providers resulting from the war in Ukraine. Such events are external to the management and beyond the controls of the Company.	The Board relies on assurances from the Company's key third-party providers that they have appropriate and adequate cybersecurity policies in place to mitigate the risk of a cyberattack. The Board keep these policies under review by receiving regular presentations from the Heads of cybersecurity of its service providers, who describe in detail the efforts they take to secure the company's data and to mitigate the risks of loss or potential damages that could result from such attacks.
Operational Risks
Outsourcing The operational functions of the Company are outsourced to third parties. Systems disruptions, control failures and/or operational lockdowns caused by the COVID-19 pandemic at these companies could impact the Company.	All third party service providers report to the Board on a regular basis and their reports and representations are reviewed by the Board, the AIF Manager and the Portfolio Manager.
A state-backed cyberattack could also result in widespread disruption across the financial industry.	Whilst the Board takes all reasonable endeavours to safeguard the Company from a cyberattack on this scale, complete mitigation of this external risk cannot be guaranteed, however the Board, together with its' service providers remain vigilant to the likelihood of such an event in the current climate and have improved the company's readiness to reduce disruptions to the company's activities, in the event of such threat.
Market and Share Price Risks
Market risk arising from volatility in the prices of the Company's investments. The share price of the Company may fall below the NAV.	To address a discount, the Board may consider using share buybacks, through which shares would be repurchased when trading at a discount from NAV, up to a maximum percentage of 14.99% of the issued share capital. The Company has continued its shareholder engagement programmes to increase its visibility and interaction with existing and potential investors.
Financial Risks
Comprise: (i) share price risk (comprising interest rate risk, currency risk and other price related risks); (ii) liquidity risk; and (iii) credit risk.	Further details of these risks are disclosed in Note 12 to the financial statements together with a summary of the policies for managing these risks.
Corporate Governance and Regulatory Compliance Risks
Damage to its reputation through poor corporate governance. Shareholder discontent due to a lack of appropriate communications and/or inadequate financial reporting		The Board complies with good governance practices in accordance with the Association of Investments Trusts' ("AIC") Code of Corporate Governance guidelines which endorse the UK Corporate Governance Code. The Board and its Committees actively perform self-assessments of compliance through the annual effectiveness evaluation and receive are advised regularly advice from by the Company Secretary in relation to any regulatory changes within the corporate governance landscape that may impact the company. The Board is in contact with its major shareholders on a regular basis, and it monitors shareholder sentiment.

Failure to comply with legal and regulatory requirements	The Company receives and responds to guidance from both its external and internal advisors on compliance with the Listing Rules, the Financial Conduct Authority's Disclosure and Transparency Rules, UK Companies Act 2006, as well as other applicable regulations.
In order to qualify as an investment trust, the Company must comply with Section 1158-59 of the Corporation Tax Act 2010 ("CTA 2010"). A breach of these sections could result in the Company losing investment trust status and, as a consequence, capital gains realised within the Company's portfolio would be subject to Corporation Tax.	The Board receives confirmations periodically that the Company remains compliant with s1158 CTA 2010 in maintaining its Investment Trust Status. The criteria are monitored by the Administrator, AIF Manager, and the Portfolio Manager who reports to the Board on compliance at each quarterly meeting. In addition, the Audit & Risk Committee are also kept informed of any potential breaches by the Company's External Auditors who review compliance as part of the audit process and provide guidance accordingly.
Emerging Risks	Mitigation
Environmental, Social and Climate Change Risks
Environmental, Social and Climate issues pose some of the most significant challenges to the long-term prosperity of the global economy, the well-being of people and communities, and the natural environmental ability to support life.	The Board and Investment Manager are committed to supporting business activities that are environmentally and socially responsible in line with its sustainability commitments and its support of the goals of the Paris Accord.
Geopolitical Risks
Geopolitical risks have risen with Russia's invasion of Ukraine. The impact of sanctions and the rise in commodity prices are likely to be the main transmission mechanism to markets. Rising commodity prices and further disruption to supply chains shall exacerbate inflationary pressure and may also create a negative impact on global growth, with Europe at particular risk.	The Board is keeping these evolving risks and market pressures under constant review and will continue to monitor the volatility around investee company valuations and implications for the Company's likely future dividend income stream.

VIABILITY & GOING CONCERN STATEMENT

In accordance with the provisions of the UK Corporate Governance Code, the Directors have assessed the prospects of the Company over a longer period than the 12 months referred to in the 'Going Concern' guidelines.

The Board conducted this review focusing on a period of five years. This period was selected as it is aligned with the Company's investment objective of generating total return, consisting of capital appreciation and current income. In making this assessment the Board also considered the Company's principal risks.

Investment Companies in the UK operate in a well established and robust regulatory environment and the Directors have assumed that:

· Investors will continue to want to invest in closed-end investment companies because the fixed capitalisation structure is suited to pursuing the Portfolio Manager's proprietary long-term PMV with a Catalyst^TM investment strategy;

· The Company's remit of investing globally with an emphasis on securities traded in the U.S., and predominantly equity securities issued by companies of any market capitalisation will continue to be attractive to investors.

· The UK's well established investment and robust regulatory environment will continue as such and will remain an attractive global domicile for the Company's remit.

· The recent period of UK political instability as reflected in the Sterling exchange rate relative to the US Dollar, the interplay of parliamentary politics with the Bank of England, and the regulatory unravelling of Brexit relative to the European Union, will pass in the medium term and return to a period of marketplace stability and instil domicile confidence for global investors.

As with all investment vehicles, there is a risk that the performance of individual investments will vary and that capital may be lost, but this is not regarded as a threat to the viability of the Company.

Operationally, the Company retains title to all assets, and cash and securities are held with a custodian bank approved by the Portfolio Manager and the Board.

The nature of the Company's investments means that solvency and liquidity risks are low because:

· The Company's portfolio is invested in readily realisable, listed securities;

· The closed-end nature of the Company means that, unlike an open-ended fund, it does not need to liquidate positions when shareholders wish to sell their shares; and

· The expenses of the Company are predictable and modest in comparison with the assets and there are no capital commitments currently foreseen which would alter that position.

· The taxation of the Company should it operate as a close investment company are predictable and modest in comparison with the return profile of the investment programme, and as a result of regular consultation with shareholders, an effort to undertake the mitigation of such close status taxation, such as a re-domiciliation, is not expected in the period after 12 months from the tranche two tender offer.

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. The risks are discussed in more detail in the Chairman's statement.

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. The Directors have also considered the fact that there will be a continuation vote at the Company's 2022 Annual General Meeting, and having consulted and maintained close contact with the Company's major shareholders, have received a letter in Deed, which contains enforceable irrevocable undertakings, from the largest shareholder, Associated Capital Group, legal and beneficial owner of 6,216,256 shares at the time of this writing, that they will both vote in favour of continuation of the company and not participate in the 2nd tender offer. Thereby the Directors confirm with certainty that the company's largest shareholder will vote in favour of the company to continue to operate.

The Company's portfolio consists primarily of U.S. investments. Accordingly, the Company believes that the post "Brexit" arrangements introduced by the U.K. government and market U.K. government and market regulators will not materially affect the prospects for the Company, but the Board and Portfolio Manager will continue to keep developments under review.

This Viability & Going Concern Statement, the Strategic Report for the year ended 30 June 2022 and the s172 statement have been approved by the Board and signed on its behalf by:

Marc Gabelli

Chairman

STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE FINANCIAL STATEMENTS

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

Company Law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with UK- adopted international accounting standards in conformity with the requirements of the Companies Act 2006. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing the financial statements, the Directors are required to:

· select suitable accounting policies and then apply them consistently;

· state whether applicable UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006 have been followed, subject to any material departures disclosed and explained in the financial statements;

· make judgements and accounting estimates that are reasonable and prudent; and

· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006.

The Directors are responsible for the maintenance and integrity of the Company's website.

Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors' confirmations

The Directors consider that the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.

In the case of each Director in office at the date the Director's Report is approved:

· so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware; and

· they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

By order of the Board

Marc Gabelli

Chairman of the Board

FINANCIAL STATEMENTS

STATEMENT OF COMPREHENSIVE INCOME

for the year ended 30 June 2022

Income	Notes	Year ended 30 June 2022	Year ended 30 June 2021
Income	Notes	Revenue Capital Total $000 $000 $000	Revenue Capital Total $000 $000 $000
Investment income	5	1,076 - 1,076	327 - 327
Total investment income		1,076 - 1,076	327 - 327
Gains/(Losses) on investments
Net realised and unrealised (losses)/gains on
investments 3, 14		- (460) (460)	- 15,435 15,435
Net realised and unrealised currency gains/(losses) on
investments		- 490 490	- (142) (142)
Net gains/(losses) on investments		- 30 30	- 15,293 15,293
Total income and gains on investments		1,076 30 1,106	327 15,293 15,620
Expenses
Portfolio management fee	6	(842) - (842)	(852) - (852)
Performance fee	6, 13	- - -	- (2,796) (2,796)
Other expenses	6	(1,127) (124) (1,251)	(901) (174) (1,075)
Total expenses		(1,969) (124) (2,093)	(1,753) (2,970) (4,723)
Net return on ordinary activities before finance costs and taxation		(893) (94) (987)	(1,426) 12,323 10,897
Interest expense and similar charges		(1) - (1)	- - -
Profit/(loss) before taxation		(894) (94) (988)	(1,426) 12,323 10,897
Taxation on ordinary activities	8	(49) - (49)	(33) - (33)
Profit/(loss) for the year		(943) (94) (1,037)	(1,459) 12,323 10,864
Earnings/(Loss) per share (basic and diluted)	9	($0.09) ($0.01) ($0.10)	($0.14) $1.20 $1.06

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 year ended 30 June 2022.

The Company does not have any income or expense that is not included in net profit for the year. Accordingly, the net profit for the period is also the total comprehensive income for the year, as defined in IAS1 (revised).

The notes form part of these financial statements.

STATEMENT OF COMPREHENSIVE INCOME

for the year ended 30 June 2022

Income	Notes	Year ended 30 June 2022	Year ended 30 June 2021
Income	Notes	Revenue Capital Total $000 $000 $000	Revenue Capital Total $000 $000 $000
Investment income	5	1,076 - 1,076	327 - 327
Total investment income		1,076 - 1,076	327 - 327
Gains/(Losses) on investments
Net realised and unrealised (losses)/gains on
investments 3, 14		- (460) (460)	- 15,435 15,435
Net realised and unrealised currency gains/(losses) on
investments		- 490 490	- (142) (142)
Net gains/(losses) on investments		- 30 30	- 15,293 15,293
Total income and gains on investments		1,076 30 1,106	327 15,293 15,620
Expenses
Portfolio management fee	6	(842) - (842)	(852) - (852)
Performance fee	6, 13	- - -	- (2,796) (2,796)
Other expenses	6	(1,127) (124) (1,251)	(901) (174) (1,075)
Total expenses		(1,969) (124) (2,093)	(1,753) (2,970) (4,723)
Net return on ordinary activities before finance costs and taxation		(893) (94) (987)	(1,426) 12,323 10,897
Interest expense and similar charges		(1) - (1)	- - -
Profit/(loss) before taxation		(894) (94) (988)	(1,426) 12,323 10,897
Taxation on ordinary activities	8	(49) - (49)	(33) - (33)
Profit/(loss) for the year		(943) (94) (1,037)	(1,459) 12,323 10,864
Earnings/(Loss) per share (basic and diluted)	9	($0.09) ($0.01) ($0.10)	($0.14) $1.20 $1.06

No operations were acquired or discontinued during the year ended 30 June 2022.

The notes form part of these financial statements.

STATEMENT OF CHANGES IN EQUITY

for the year ended 30 June 2022

Year ended 30 June 2022	Note	Year ended 30 June 2022
Year ended 30 June 2022	Note	Called up Share Capital $000	Special Distributable Reserve* $000	Capital Reserve $000	Revenue Reserve* $000	Total $000
Balance as at 1 July 2021		103	83,976	21,059	(3,413)	101,725
Loss for the period after tax on ordinary activities		-	-	(94)	(943)	(1,037)
Dividends paid 7		-	(4,914)	-	-	(4,914)
Balance as at 30 June 2022		103	79,062	20,965	(4,356)	95,774

Year ended 30 June 2021 Note	Year ended		30 June 2021
Year ended 30 June 2021 Note	Called up Share Capital $000	Special Distributable Reserve* $000	Capital Reserve $000	Revenue Reserve* $000	Total $000
Balance as at 1 July 2020	103	88,912	9,279	(1,954)	96,340
Ordinary shares bought back into treasury	-	-	(543)	-	(543)
Profit/(loss) for the period after tax on ordinary activities	-	-	12,323	(1,459)	10,864
Dividends paid 7	-	(4,936)	-	-	(4,936)
Balance as at 30 June 2021	103	83,976	21,059	(3,413)	101,725

* The Revenue Reserve and Special Distributable Reserve are treated as distributable reserves. As at 30 June 2022, the net amount of reserves that are distributable are $74,706,000 (2021: $80,563,000).

STATEMENT OF FINANCIAL POSITION

as at 30 June 2022

Note	As at 30 June	2022 As at 30 June 2021
Note	$000	$000 $000 $000
Non-current assets
Investments held at fair value through profit or loss 3		92,381 98,369
Current assets
Cash and cash equivalents 10	5,911	12,405
Receivable for investment sold	423	2,622
Other receivables 15	66	147
	6,400	15,174
Current liabilities
Portfolio management fee payable	(61)	(82)
Performance fee payable	-	(2,796)
Payable for investment purchased	(1,875)	(1,822)
Other payables 15	(212)	(314)
Bank overdrafts		(391) -
Net current assets	3,861 10,160
Non-current liabilities
Investments at fair value through profit or loss 3	(416) (6,752)
Offering fees payable	(52) (52)
Net assets	95,774 101,725
Share capital and reserves
Called-up share capital 11	103	103
Special distributable reserve*	79,062	83,976
Capital reserve	20,965	21,059
Revenue reserve*	(4,356)	(3,413)
Total shareholders' funds	95,774 101,725
Net asset value per ordinary share	$9.35 $9.94

STATEMENT OF CASH FLOWS

for the year ended 30 June 2022

	Year ended Year ended 30 June 2022 30 June 2021
	$000 $000 $000	$000
Cash flows from operating activities
(Loss)/profit before tax	(988)	10,897
Adjustments for:
Gains on investments	(30) (15,293)
Cash flows from operating activities
Purchases of investments^1,2	(202,678) (277,371)
Sales of investments^1,2	204,122 252,191
Increase in receivables²	(995) (409)
(Decrease)/increase in payables²	(2,918) 2,640
Interest paid	(1) -
Dividend income	1,076 330
Foreign withholding taxes on dividends	(49) (33)
Net cash flows from operating activities³	(2,461) (27,048)
Cash flows from financing activities
Shares bought back for cash	- (543)
Dividends paid	(4,914) (4,936)
Net cash flows from financing activities	(4,914) (5,479)
Net decrease in cash and cash equivalents³	(7,375) (32,527)
Cash and cash equivalents at the start of the period	12,405 45,074
Effect of foreign exchange rates³	490 (142)
Cash and cash equivalents at the end of the period⁴	5,520	12,405

1 Receipts from the sale of, and payments to acquire, investment securities, have been classified as components of cash flows from operating activities because they form part of the Company's dealing operations.

2 Comparative figures have been updated to reflect a reclassification of moving the non-cash elements of the purchases/sales from the "increase/decrease in receivables/payables" to the "purchases/sales of investments" section.

3 Comparative figures have been updated to reflect a reclassification of effect of foreign exchange rates from "cash flows from operating activities" to "net decrease in cash and cash equivalents" section.

4 As at 30 June 2022, $5,843,979 (2021: $11,697,439) was held as collateral at UBS securities LLC and was restricted.

Gabelli Merger Plus⁺ Trust Plc is registered in England and Wales under Company number 10747219.

The financial statements were approved by the Board of Directors on 25 October 2022 and signed on its behalf by

Marc Gabelli

Chairman

Notes to the Financial Statements

1. General Information

Gabelli Merger Plus+ Trust Plc (the "Company") is a closed-ended public limited company incorporated in the United Kingdom on 28 April 2017 with registered number 10747219. The Company commenced operation on 19 July 2017 and intends to conduct its affairs so as to qualify, at all times, as an investment trust for the purposes of section 1158 of the Corporation Tax Act 2010 (as amended).

2. Accounting policies

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.

b. Presentation of Statement of Comprehensive Income - To better reflect the activities of an investment trust company and in accordance with guidance issued by the AIC, supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and capital nature has been presented alongside the Statement of Comprehensive Income.

c. Going concern - The Directors, having taken account of the continuing market regulatory changes affecting investee companies, investment valuations, implications of the COVID-19 pandemic, and the war in Ukraine, and have determined that the Company's strategy, longer-term asset allocation, short-term liquidity and robust governance structure provide a sufficient basis for the Board to adopt the going concern basis for the Company as at 30 June 2022.

In forming this position, the Directors consulted with shareholders utilizing 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. These items are discussed in more detail in the Directors' Report and the Chairman's Statement.

The Directors have also considered the fact that there will be a continuation vote at the Company's 2022 Annual General Meeting, and having consulted and maintained close contact with the Company's major shareholders, have received a letter in Deed, which contains enforceable irrevocable undertakings, from the largest shareholder, Associated Capital Group, legal and beneficial owner of 6,216,256 shares at the time of this writing, that they will both vote in favour of continuation of the company and not participate in the 2nd tender offer. Thereby the Directors confirm with certainty that the company's largest shareholder will vote in favour of the company to continue to operate. The Viability & Going Concern Statement contains additional information.

d. Statement of estimation uncertainty - In the application of the Company's accounting policies, the Investment Manager is required to make judgements, estimates, and assumptions about carrying values of assets and liabilities that are not always readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may vary from these estimates. There have been no significant judgements, estimates, or assumptions for the period.

e. Income recognition - Revenue from investments (other than special dividends), including taxes deducted at source, is included in revenue by reference to the date on which the investment is quoted ex-dividend, or where no ex-dividend date is quoted, when the Company's right to receive payment is established. Franked investment income is stated net of the relevant tax credit. Other income includes any taxes deducted at source.

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.

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.

Contracts for Difference (CFDs)

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.

h. Cash and cash equivalents - The Company may invest part of its net assets in cash and cash equivalents, money market instruments, bonds, commercial papers or other debt obligations with banks or other counterparties, having at least a single-A (or equivalent) credit rating from an internationally recognised rating agency or government and other public securities, if the Portfolio Manager believes that it would be in the best interests of the Company and its shareholders. This may be the case, for example, where the Portfolio Manager believes that adverse market conditions justify a temporary defensive position. Any cash or surplus assets may also be temporarily invested in such instruments pending investment in accordance with the Company's investment policy. Cash balances are marked to market based on the prevailing exchange rate as of the valuation date. US Treasuries are valued at their amortised cost.

i. Transaction costs - Transaction costs incurred on the purchase and disposal of investments are recognised as a capital item in the Statement of Comprehensive Income.

j. Foreign currency - Foreign currencies are translated at the rates of exchange ruling on the period end date. Revenue received/ receivable and expenses paid/payable in foreign currencies are translated at the rates of exchange ruling at the transaction date.

k. Fair value - All financial assets and liabilities are recognised in the financial statements at fair value.

l. Dividends payable - Interim and final dividends are recognised in the period in which they are declared.

m. Capital reserve - Capital distributions received, realised gains or losses on investments that are readily convertible to cash, and capital expenses are transferred to the capital reserve. Share buybacks are funded through the capital reserve, with details of buybacks disclosed note 11.

n. Taxation - The tax effect of different items of income/gains and expenditure/losses is allocated between revenue and capital on the same basis as the particular item to which it relates, under the marginal method, using the Company's effective rate of tax. Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the period end date where transactions of events that result in an obligation to pay more or a right to pay less tax in future have occurred at the period end date measured on an undiscounted basis and based on enacted tax rates. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the Company's taxable profits and its results as stated in the accounts which are capable of reversal in one or more subsequent periods.

o. Functional and presentation currency - The functional and presentation currency of the Company is the U.S. dollar.

3. INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

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 30 June 2022
	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

	As at 30 June 2021
	Level 1 $000	Level 2 $000	Level 3 $000	Total $000
Financial assets at fair value through profit or loss
Quoted equities	92,205	5,498	-	97,703
Contingent value rights	-	278	-	278
Derivatives	-	388	-	388
Gross fair value				98,369
Derivatives	-	(1,892)	-	(1,892)
Quoted equities - shorts	(4,860)	-	-	(4,860)
Net fair value	87,345	4,272	-	91,617

* Dova Pharmaceuticals Inc has been transferred from Level 1 to Level 2 and Zagg Inc has been transfered from Level 2 to Level 3 during the year.

Analysis of changes in market value and book cost of portfolio investments in year

	Year ended 30 June 2022 $000	Year ended 30 June 2021 $000
Opening book cost	93,078 59,509
Opening investment holding losses	(1,461) (9,377)
Opening market value	91,617	50,132
Additions at cost	202,731 276,928
Disposals proceeds received	(201,923) (250,878)
Gains/(losses) on investments	(460) 15,435
Market value of investments	91,965	91,617
Closing book cost	99,687 93,078
Closing investment holding losses	(7,722) (1,461)
Closing market value	91,965	91,617

The company received $201,923,000 (2021: $250,878,000) from investments sold in the year. The book cost of these investments when they were purchased was $196,122,000 (2021: $243,359,000). Further explanation of the disposal proceeds received in the year can be found in the Net realised and unrealised gains/(losses) on investments section.

Fair value hierarchy

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:

· Level 1 - quoted prices in active markets for identical investments;

· Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayments, credit risk, etc.); and

· Level 3 - Significant unobservable inputs.

Valuation process and techniques for Level 3 valuations

The investments in contingent value rights are reviewed regularly to ensure that the initial classification remains correct given each asset's characteristics and the Company's investment policies. The contingent value rights are initially recognised using the transaction price as the best evidence of fair value at acquisition, and are subsequently measured at fair value. At 30 June 2022, the quantitative inputs used to value the level 3 contingent value rights included the last sale price, broker quotes, or the merger price.

Level 2 financial assets at fair value through profit or loss

The investments in contracts for difference are marked at the price of the underlying equity. Contingent value rights in Level 2 are marked using broker quotes.

Level 3 financial assets at fair value through profit or loss.

	Year ended 30 June 2022 $000	Year ended 30 June 2021 $000
Opening valuation	- 42
Assets acquired during the year	- 2
Assets disposed during the year	- -
Total profit or loss included in net profits/(losses) on investments in
the Statement of Comprehensive Income	5 (44)
Closing valuation	5	-

Net realised and unrealised gains/(losses) on investments

	Year ended 30 June 2022 $000	Year ended 30 June 2021 $000
Realised gains on investments	5,801	7,519
Movement in unrealised gains/(losses) on investments	(6,261)	7,916
Net realised and unrealised gains/(losses) on investments	(460)	15,435

4. TRANSACTIONS COSTS

During the year commissions and other expenses were incurred in acquiring within gains/(losses) in the Statement of Comprehensive Income. The total costs were as follows:

	Year ended 30 June 2022 $000	Year ended 30 June 2021 $000
Purchases	68	79
Sales	33	75
Total transaction costs	101	154

5. Income/(loss) from investments Expenses

	Year ended 30 June 2022 $000	Year ended 30 June 2021 $000
Income/(loss) from investments
Overseas equities	530 286
Income on short-term investments¹	3 (7)
Other income	543 48
Total income/(losses)	1,076	327

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 10

6. EXPENSES

	Year ended Year ended 30 June 2022 30 June 2021 $000 $000
Revenue expenses
Portfolio Management Fee	(842) (852)
Contracts for Difference	(429) (277)
Directors' Remuneration	(157) (163)
Legal Fees	(110) (45)
Company Secretary Fees	(94) (62)
Audit Fees - PwC	(70) (68)
AIFM - Carne	(60) (53)
Administration Fees - State Street	(44) (42)
Custodian/Depositary Fees - State Street	(42) (38)
Printing	(17) (13)
Other	(33) (36)
Directors' Expenses	(15) -
Ongoing LSE and UKLA Fees	(14) (10)
Registrar - Computershare¹	(13) (16)
Regulatory Filing Fees - AIFMD	(13) (58)
LSE RNS fees	(8) (14)
Marketing expenses	(4) (3)
Dividend Expense on Securities Sold Short	(4) (7)
Broker Retainer Fee²	- 4
Total revenue expenses	(1,969) (1,753)
Capital expenses
Transaction costs on derivatives	(73) (103)
Transaction Charges - State Street	(51) (71)
Performance Fee³	- (2,796)
Total capital expenses	(124) (2,970)

1 The regulatory filing fees for the year ended 30 June 2021 include filing fees from prior fiscal years.

2 The broker retainer fees for the year ended 30 June 2022 reflects a Cantor Fitzgerald Europe Retainer reimbursement.

3 Further information regarding the Performance Fee can be found in Note 13.

Portfolio Management Fee

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.

AIFM fees

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.

7. EQUITY DIVIDENDS

Year ended Year ended 30 June 2022 30 June 2021

$000 $000

Dividends paid

4,914 4,936

During the year ended 30 June 2022 dividends paid per share totalled $0.48 (30 June 2021: $0.48 per share). More detailed information can also be found in the Dividend History table

8. TAXATION ON ORDINARY ACTIVITIES

Analysis of the tax charge in the year	Year	ended	30	June 2022
Analysis of the tax charge in the year	Revenue $000	Capital $000			Total $000
Irrecoverable overseas tax	(49)	-			(49)
Total	(49)	-			(49)

Analysis of the tax charge in the year	Year	ended	30 June 2021
Analysis of the tax charge in the year	Revenue $000	Capital $000		Total $000
Irrecoverable overseas tax	(33)	-		(33)
Total	(33)	-		(33)

Factors affecting the tax charge for the year	Year	ended	30	June 2022
Factors affecting the tax charge for the year	Revenue $000	Capital $000			Total $000
Loss before taxation	(894)	(94)			(988)
UK Corporation tax at effective rate of 19%	170	18			188
Effects of:
Non taxable overseas dividends	98	-			98
Gains on investments held at fair value through profit or loss	-	(87)			(87)
Irrecoverable overseas tax	(49)	-			(49)
Expenses not deductible for tax purposes	(1)	(10)			(11)
Losses on foreign currencies	-	93			93
Movement in excess management expenses	(352)	(18)			(370)
Movement in deferred tax rate on excess management expenses	85	4			89
Total	(219)	(18)			(237)

Total tax charge for the year	(49)	-			(49)

Factors affecting the tax charge for the year
Factors affecting the tax charge for the year
(Loss)/profit before taxation	(1,426)	12,323	10,897
UK Corporation tax at effective rate of 19%	271	(2,341)	(2,070)
Effects of:
Non taxable overseas dividends	54	-	54
Losses on investments held at fair value through profit or loss	-	2,933	2,933
Irrecoverable overseas tax	(33)	-	(33)
Expenses not deductible for tax purposes	(1)	(12)	(13)
Gains on foreign currencies	-	(27)	(27)
Movement in excess management expenses	(324)	(553)	(877)
Total	(304)	2,341	2,037

Total tax charge for the year	(33)	-	(33)

At the year end after offset against income taxable on receipt, there is a potential deferred tax asset of $2,354,232 (2021:

$1,498,961) in relation to surplus tax reliefs. As the Company has not generated sufficient taxable profits to utilise these amounts, no deferred tax asset has not been recognised.

Due to the Company's status as an investment trust and the intention to continue to meet the conditions required to obtain approval in the foreseeable future, the Company has not provided deferred tax on capital gains and losses arising on the revaluation or disposal of investments.

9. EARNINGS PER SHARE

Earnings per ordinary share is calculated with reference to the following amounts:

Year ended 30 June 2022

Year ended 30 June 2021

Revenue return

Revenue loss attributable to ordinary shareholders ($000)

(943) (1,459)

Weighted average number of shares in issue during year

Total revenue return (loss) per ordinary share

10,238,206 10,247,238

($0.09) ($0.14)

Capital return

Capital return attributable to ordinary shareholders ($000)

(94)

12,323

Weighted average number of shares in issue during year

Total capital return per ordinary share

10,238,206

($0.01)

10,247,238

$1.20

Total return per ordinary share

($0.10)

$1.06

Net asset value per share	As at 30 June 2022	As at 30 June 2021
Net assets attributable to shareholders ($000)	95,774	101,725
Number of shares in issue at year end	10,238,206	10,238,206
Net asset value per share	$9.35	$9.94

10. CASH AND CASH EQUIVALENTS

As at As at

30 June 2022 30 June 2021

$000 $000

Cash

5,911 12,405

Total

5,911 12,405

The Board and Investment Manager oversee investments held in cash and cash equivalents in accordance with the Investment Policy.

11. CALLED UP SHARE CAPITAL

As at 30 June 2022

$000

As at 30 June 2021

$000

Allotted, called up and fully paid:

10,238,206 (2021: 10,238,206) Ordinary shares of $0.01 each - equity

102

Treasury shares:

95,960 (2021: 95,960) Ordinary shares of $0.01 each - equity

Total shares

103

12. FINANCIAL RISK MANAGEMENT

The Company's financial instruments comprise securities and other investments, cash balances, receivables, and payables that arise directly from its operations; for example, in respect of sales and purchases awaiting settlement, and receivables for accrued income. The Company also has the ability to enter into derivative transactions in the form of forward foreign currency contracts, futures, and options, for the purpose of managing currency and market risks arising from the Company's activities.

The main risks the Company faces from its financial instruments are (i) share price risk (comprising interest rate risk, currency risk, and other price risk), (ii) liquidity risk, and (iii) credit risk.

The Board regularly reviews, and agrees upon, policies for managing each of these risks. The Portfolio Manager's policies for managing these risks are summarised below and have been applied throughout the year. The numerical disclosures exclude short term receivables and payables, other than for currency disclosures.

a. Share price risk

The fair value or future cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices. This market risk comprises three elements - interest rate risk, currency risk, and other price risk.

b. Interest rate risk

Interest rate movements may affect the level of income receivable and payable on cash deposits.

The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment decisions.

12 Financial risk management (continued)

Interest risk profile

The interest rate risk profile of the portfolio of financial assets/(liabilities) at the year end date was as follows:

	As at 30 June		2022
	Interest rate %	Local currency 000	Foreign exchange rate	US Dollar equivalent $000
Assets:
US dollar	0.24	5,585	1.00	5,585
Australian dollar	0.12	(48)	1.45	(33)
Canadian dollar	0.15	15	1.29	12
Euro currency	(0.75)	(8)	0.96	(8)
GBP Sterling	0.12	(24)	0.82	(29)
Hong Kong dollar	0.00	1	7.85	*
New Zealand dollar	0.10	5	1.61	3
Norwegian krone	0.00	(5)	9.88	(1)
South African rand	0.00	(13)	16.38	(1)
Swedish krona	(0.75)	(80)	10.25	(8)
Total	5,520

* Less than $500.

	As at 30 June		2021
	Interest rate %	Local currency 000	Foreign exchange rate	US Dollar equivalent $000
Assets:
US dollar	0.00	12,462	1.00	12,462
Australian dollar	0.00	1	1.33	1
Canadian dollar	0.00	6	1.24	5
Euro currency	(0.75)	(12)	0.84	(14)
GBP sterling	0.00	(39)	0.72	(54)
Hong Kong dollar	0.00	1	7.77	*
Japanese yen	(0.35)	265	110.99	2
Polish zloty	0.00	1	3.81	*
Singapore dollar	0.00	4	1.34	3
Swedish krona	(1.25)	1	8.55	*
Total	12,405

* Less than $500.

Interest rate sensitivity

The sensitivity analysis below has been determined based on the exposure to interest rates for both derivative and non-derivative instruments at the year end date and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period in the case of instruments that have floating rates.

If interest rates had been 10 (2021: 10) basis points higher or lower and all other variables were held constant, the Company's profit or loss for the reporting year to 30 June 2022 would increase/decrease by $6,000 (2021: $12,000). This is mainly attributable to the Company's exposure to interest rates on its floating rate cash balances.

Currency risk

The Company's investment portfolio is invested predominantly in foreign securities and the year end can be significantly affected by movements in foreign exchange rates. It is not the Company's policy to hedge this risk on a continuing basis but the Company may, from time to time, match specific overseas investments with foreign currency borrowings.

The revenue account is subject to currency fluctuation arising from verses income. Currency risk exposure by currency of denomination:

	As	at 30	June 2022
	Net Investments $000	Net	monetary assets $000	Total	currency exposure $000
Australian dollar	-	(55)		(55)
Canadian dollar	5,295	(5,222)		73
Euro currency	98	(55)		43
GBP Sterling	937	(805)		132
Hong Kong dollar	-	2		2
New Zealand dollar	-	3		3
South African rand	-	(7)		(7)
Swedish krona	-	108		108
Swiss franc	-	-		-
Total non US Investments	8,772	(6,031)		2,741
US dollar	82,724	10,309		93,033
Total	91,496	4,278		95,774

	As	at 30	June 2021
	Net Investments $000	Net	monetary assets $000	Total currency exposure $000
Australian dollar	-	(7)		(7)
Canadian dollar	4,845	(4,851)		(6)
Euro currency	1,327	(604)		723
GBP sterling	-	(44)		(44)
Hong Kong dollar	-	(12)		(12)
Japanese yen	-	5		5
Norwegian krone	-	4		4
Singapore dollar	-	2		2
South African rand	-	(2)		(2)
Total non US Investments	6,172	(5,509)		663
US dollar	91,806	9,256		101,062
Total	97,978	3,747		101,725

12. Financial risk management (continued) Currency sensitivity

The following table details the Company's sensitivity to a 10% increase and decrease in US dollars against the relevant foreign currencies and the resultant impact that any such increase or decrease would have on net return before tax and equity shareholders' funds. The sensitivity analysis includes only outstanding foreign currency denominated items and adjusts their translation at the year end for a 10% change in foreign currency rates.

	As at As at 30 June 2022 30 June 2021 $000 $000
Australian dollar	(6) (1)
Canadian dollar	8 (1)
Euro currency	5 72
GBP Sterling	13 (4)
Japanese yen	- 1
South African rand	(1) -
Swedish krona	11 -
Swiss franc	- -

The relevant US dollar exchange rates as at 30 June 2022 were: Australian Dollar (1: 1.4542); Canadian Dollar (1: 1.2900); Euro currency (1: 0.9565); GBP Sterling

(1: 0.8234), South African rand (1: 16.3825), Swedish krona (1: 10.2474) and Swiss franc (1: 0.9574).

Other price risk

Other price risks, i.e., changes in market prices other than those arising from interest rate or currency risk, may affect the value of the quoted investments.

The Investment Manager actively monitors market prices throughout the year and reports to the Board, which meets regularly in order to review investment strategy. The investments held by the Company are listed on a recognised stock exchange.

Other price risk sensitivity

If market prices at the year end date had been 15% higher or lower while all other variables remained constant, the return attributable to ordinary shareholders for the year ended 30 June 2022 would have increased/decreased by $13,795,000. The calculations are based on the portfolio valuations as at the year end date, and are not representative of the year as a whole.

a. Liquidity risk

This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. All creditors are payable within 3 months.

Liquidity risk is not considered to be significant as the Company's assets comprise mainly readily realisable securities, which can be sold to meet funding commitments if necessary.

b. Credit risk

This is the risk of failure of the counterparty to a transaction to discharge its obligations under that transaction that could result in the Company suffering a loss.

The table below shows the counterparty risk as at the Balance Sheet date:

Derivative exposure: CFDs

Collateral posted

Net exposure

$000

Counterparty

UBS Securities, LLC

(469)

(5,844)

(6,313)

Total

(469)

(5,844)

(6,313)

Net exposure represents the mark-to-market value of derivative contracts less any cash collateral held. Negative exposure represents the Fund's exposure to that counterparty. Positive amounts are not an exposure to the Fund.

The risk is managed as follows:

• Investment transactions are carried out mainly with brokers whose credit ratings are reviewed periodically by the Portfolio Manager.

• Most transactions are made delivery versus payment on recognised exchanges

Cash is held at State Street Bank and Trust which has a credit rating by Standard and Poor's on short term deposits of A-1+ and long term deposits AA-.

The maximum credit risk exposure as at 30 June 2022 was $6,400,000 (2021: $15,174,000). This was due to cash and receivables as per note (10) 'Cash & cash equivalents', note (15) 'Total other receivables' and Statement of Financial Position Receivable for investment sold.

Capital management policies and procedures

The Company's capital management objectives are

• to ensure that the Company will be able to continue as a going concern; and

• to maximise the revenue and capital return to its equity shareholders through an appropriate balance of equity capital and debt.

The Board monitors and reviews the broad structure of the Company's capital on an ongoing basis. The Board considers the Company's capital requirements in the context of both the Special Distributable and Revenue reserves being treated as distributable, as permitted by current accounting standards for listed investment trusts. The distributable reserves can be used to fund dividends and share repurchase programmes. This review includes the nature and planned level of gearing, which takes account of the Portfolio Manager's views on the market and the extent to which revenue in excess of that which is required to be distributed under the investment trust rules should be retained.

The analysis of shareholders' funds is as follows:

	30	As at June 2022 $000	30	As at June 2021 $000
Called-up share capital	103 103
Special distributable reserve*	79,062 83,976
Capital reserve	20,965 21,059
Revenue reserve*	(4,356) (3,413)
Total shareholders' funds	95,774		101,725

*The Revenue Reserve and Special Distributable Reserve are treated as distributable reserves. As at 30 June 2022, the net amount of reserves that are distributable are $74,706,000 (2021: $80,563,000).

Alternative Investment Fund Managers' ('AIFM') Directive

In accordance with the Alternative Investment Fund Managers' Directive ("AIFMD"), the Company has appointed Carne Global Fund Managers (Ireland) Limited as its Alternative Investment Fund Manager (the "AIFM") to provide portfolio management and risk management services to the Company in accordance with the investment management agreement.

Leverage

Leverage is calculated using two methods: i) Gross method and ii) Commitment method.

The Company's maximum leverage levels at 30 June 2022 are shown below:

Leverage Exposure

Gross method

Commitment

method

Maximum permitted limit

500%

250%

Actual

131%

137%

The leverage limits are set by the AIFM and approved by the Board and are in line with the maximum leverage levels permitted in the Company's Articles of Association. The AIFM is also required to comply with the gearing parameters set by the Board in relation to borrowings.

13. PERFORMANCE FEE

Subject to the satisfaction of the Performance Conditions, the Portfolio Manager shall be entitled under the Portfolio Management Agreement, 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.

14. PERFORMANCE CONDITIONS

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 year ended 30 June 2022, no Performance fee was paid. As at 30 June 2022, no amount was outstanding to the Portfolio Manager in respect of the performance fee, reflecting the performance period matching the Company's financial year (2021: $2,795,658).

15. DERIVATIVES RISK

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.

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 and 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 30 June 2022 the Company held CFDs, as shown in the following table.

			As at
			30 June 2022
			Unrealised
Security name	Trade currency	Shares (000)	gain/(loss) $000
Aareal Bank AG	EUR	7	(3)
ADTRAN Inc	USD	(15)	7
ADVA Optical Networking SE	USD	27	(7)
Ardent Leisure Group Ltd	AUD	190	6
Atlantia SpA	EUR	73	(2)
Atotech Ltd	USD	27	(5)
Avast plc	USD	383	160
Befimmo	EUR	7	**
Black Knight Inc	USD	3	3
Brewin Dolphin Holdings plc	GBP	109	4
Broadcom Inc	USD	(1)	14
Caretech Holdings plc	GBP	9	**
Cazoo Group Ltd	USD	27	(8)
CMC Materials Inc	USD	11	10
ContourGlobal plc	GBP	60	(1)
Deutsche Euroshop AG	EUR	56	11
Disruptive Capital GP	GBP	86	**
Distell Group Ltd	ZAR	44	(6)
Drilling Co	USD	15	(130)
EcoOnline Holding AS	NOK	103	**
EDF SA	EUR	14	(7)
Emis Group plc	GBP	2	**
Entain plc	GBP	22	(26)
Entegris Inc	USD	(5)	29
Euronav NV	USD	1	**
Flagstar Bancorp Inc	USD	11	8
Frontline Ltd	USD	(1)	**
Fulton Financial	USD	(9)	**
Genkyotex SA	EUR	7	**
Grief Inc	USD	(4)	(7)
Grifols SA	USD	(12)	(4)
Healthcare Realty Trust Inc	USD	(37)	(64)
Healthcare Trust of America	USD	37	15
HomeServe plc	GBP	67	8
Hunter Douglas	EUR	*	**
Ideagen Inc	GBP	88	2
II-VI Inc	USD	(8)	45
Intercontinental Exchange Inc	USD	*	1

Security name	Trade currency	Shares (000)	As at 30 June 2022 Unrealised gain/(loss) $000
Intertrust NV	EUR	29	1
IVECO Group NV	EUR	6	**
Lennar Corp	USD	(5)	(3)
Leovegas AB	SEK	46	**
Link Admin	AUD	94	(28)
MaxLinear Inc	USD	(2)	3
Mediaset Espana Comunicacion, S.A.	EUR	32	(2)
Meggitt plc	GBP	395	97
MKS Instruments Inc	USD	(1)	5
New York Community Bancorp	USD	(44)	(4)
Newcrest Mining	AUD	(3)	5
Noble Corp	USD	(25)	156
NortonLifeLock	USD	(10)	3
Orange Belgium SA	EUR	5	(4)
Praemium Ltd	AUD	121	(5)
Prudential	USD	11	4
Randall & Quilter Investment Holdings Ltd	GBP	32	5
Rentokil Initial plc	USD	(77)	(2)
Sanne Group plc	GBP	11	1
SciPlay Corp	USD	20	10
Siemens Gamesa Renewable Energy S.A.	EUR	12	1
Silicon Motion Technology Corp ADR	USD	4	(21)
Siltronic AG	EUR	5	(41)
SOHO China Ltd	HKD	437	2
Spear Investment Group	EUR	39	(2)
Spire Healthcare plc	GBP	62	6
Swedish Match AB	SEK	391	115
Telecom Italia	EUR	285	1
Ultra Electronics Holdings plc	GBP	30	73
Vivo Energy plc	USD	412	11
VMware Inc	USD	5	(34)
Vonage Holdings Corp	USD	45	63
Total unrealised gain on derivatives			469

* Less than 500 shares.

** Less than $500.

16. OTHER ASSETS AND LIABILITIES

The categories of other receivables and other payables include:

	As at 30 June 2022 $000		As at 30 June 2021 $000
Other receivables
FX currency sold	12	57
All other receivables	54	90
Total other receivables	66	147
Other payables
FX currency purchased	-	20
Custodian fees	7	8
Accounting fees	17	13
Audit fees	70	70
All other payables	118	203
Total other payables	212	314

14 Related party disclosure: Directors

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:

• the Chairman, who will receive an additional $1,000 per annum *;

• the Chairman of the Audit & Risk Committee, who will receive an additional $5,000 per annum; and

• the Members of the Audit & Risk Committee, who will receive an additional $1,000 per annum.

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 financial year ended 30 June 2022, the AIFM received fees of US$46,403, of which US$3,135 was payable at year end. Carne Global Financial Services Limited, the parent Company of the AIFM, received fees amounting to US$14,645 during the financial year ended 30 June 2022 in respect of other fund governance services to the Company, of which US$3,223 was payable at year end. The related party transactions with the Directors are set out in the Directors' Remuneration Report.

Related parties disclosure: other

The Portfolio Management fee and Performance fee for the year ended 30 June 2022 paid by the Company to the Portfolio Manager are presented in the Statement of Comprehensive Income. Details of Portfolio management fee paid during the year are disclosed in Note 6. Details of Performance fee paid during the year are disclosed in Note 13.

As at 30 June 2022, Associated Capital Group Inc., an affiliate of the Portfolio Manager, held 6,195,825 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 in the Directors' Report.

Connected party transactions

All connected party transactions are carried out at arm's length. There were no such transactions during the year ended 30 June 2022.

* Mr Gabelli has waived his fees since appointment as Chairman.

17. CONTINGENT LIABILITIES AND COMMITMENTS

As at 30 June 2022, the Company had no contingent liabilities or commitments (30 June 2021: nil).

18. HISTORICAL SHARE AND NAV INFORMATION

	30 June 2022	30 June 2021	30 June 2020
Total Shares	10,238,206	10,238,206	10,328,206
Total NAV ($000)	95,774	101,725	96,430
NAV per share	$9.35	$9.94	$9.33

19. SIGNIFICANT EVENTS

The outbreak of Coronavirus (COVID-19), declared by the World Health Organisation as a global pandemic in 2020, has impacted many aspects of daily life and the global economy. Travel movements and operational restrictions were implemented by many countries throughout 2019-2021. However in 2022, most economies globally have fully reopened and the pace of recovery has varied from country to country. Countries and their workforce have successfully adapted to living and working in this pandemic environment. As we move into the latter half of 2022, there continues to be potential unforeseen economic consequences from this virus and market reaction to such consequences could be rapid, unpredictable and vary significantly 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.

Conflict in Ukraine

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 30 June 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.

20. POST BALANCE SHEET EVENTS

The Gabelli Merger Plus+ Trust conducted and completed the Tranche One 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 3,055,957 Qualifying Shares were validly tendered under the Tranche One Tender Offer at the Tender Price of 938.15 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 13 October 2022.

The post tender remaining Shareholder base may result in the Company being deemed a Close Company for the purposes of taxation and is separately under advice. The Company is committed to delivering its investment programme for the long term and is examining alternatives to minimise taxes, costs and expenses for its Shareholders.

Regulatory Disclosures

Information to be disclosed in accordance with Listing Rule 9.8.4

The disclosures below are made in compliance with the requirements of Listing Rule 9.8.4.

9.8.4 (1) The Company has not capitalised any interest in the year under review.

9.8.4 (2) The Company has not published any unaudited financial information in a class 1 circular or prospectus or any profit forecast or profit estimate.

9.8.4 (4) The Company does not have any long term incentive schemes in operation.

9.8.4 (5) and (6) The Chairman Mr Gabelli has waived or agreed to waive any current or future emoluments from the Company.

9.8.4 (7) During the year to 30 June 2021 , the Company has not issued shares.

9.8.4 (8) and 9.8.4 (9) are not applicable.

9.8.4 (10) As President of the Portfolio Manager's parent company, GGCP, and an employee of the Portfolio Manager, Mr Gabelli is/ was deemed to be interested in the Company's portfolio management agreement. There were no other contracts of significance subsisting during the year under review to which the Company is a party and in which a Director of the Company is or was materially interested; or between the Company and a controlling shareholder.

9.8.4 (11) This provision is not applicable to the Company.

9.8.4 (12) and (13) There were no arrangements under which a shareholder has waived or agreed to waive any dividends or future dividends.

9.8.4 (14) This provision is not applicable to the Company.

Enquiries:

Email: Info@Gabelli.co.uk

LEI: 5493006X09N8HK0V1U37

Date: 26 October 2022

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

FR FZMZGRKZGZZM

FINANCIAL HIGHLIGHTS

CHAIRMAN'S STATEMENT

PORTFOLIO MANAGER'S REVIEW

STRATEGY

KEY PERFORMANCE INDICATORS ("KPIS")

For the year ended 30 June 2022, the Company's KPIs, as monitored closely by the Board at each meeting, are listed below:

PRINCIPAL RISKS

STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE FINANCIAL STATEMENTS

STATEMENT OF COMPREHENSIVE INCOME

for the year ended 30 June 2022

STATEMENT OF COMPREHENSIVE INCOME

for the year ended 30 June 2022

STATEMENT OF CHANGES IN EQUITY

for the year ended 30 June 2022

STATEMENT OF FINANCIAL POSITION

as at 30 June 2022

STATEMENT OF CASH FLOWS

for the year ended 30 June 2022

Notes to the Financial Statements

Related Charts

Gabelli Merger Plus+ Trust PLC (GMP)

Most Read

Market Overview

UK 350 Risers and Fallers

Final Results for the full year to 30 June 2022

FINANCIAL HIGHLIGHTS

CHAIRMAN'S STATEMENT

PORTFOLIO MANAGER'S REVIEW

STRATEGY

KEY PERFORMANCE INDICATORS ("KPIS")

For the year ended 30 June 2022, the Company's KPIs, as monitored closely by the Board at each meeting, are listed below:

PRINCIPAL RISKS

STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE FINANCIAL STATEMENTS

STATEMENT OF COMPREHENSIVE INCOME

for the year ended 30 June 2022

STATEMENT OF COMPREHENSIVE INCOME

for the year ended 30 June 2022

STATEMENT OF CHANGES IN EQUITY

for the year ended 30 June 2022

STATEMENT OF FINANCIAL POSITION

as at 30 June 2022

STATEMENT OF CASH FLOWS

for the year ended 30 June 2022

Notes to the Financial Statements

Related Charts

Gabelli Merger Plus+ Trust PLC (GMP)

Most Read

Receive our daily news email

Subscribe to the latest investing news by entering your email address below

For five days a week you will get

Plus more useful investment content and occasional promotional offers.

Market Overview

UK 350 Risers and Fallers

Receive our
daily news email