Redemption Features Add Complexity, Risk, Cost and Uncertainty to an
Already Deficient Proposal
Time to Act is Now – Join the Majority Who Have Tendered to the
Sprott Offer for Central GoldTrust
Sprott Asset Management LP (“Sprott” or “Sprott Asset Management”),
together with Sprott Physical Gold Trust (NYSE:PHYS) (TSX:PHY.U), today
commented on the recent filing of the information circular by Central
GoldTrust (“GTU”) (TSX: GTU.UN, GTU.U) (NYSEMKT:GTU) in connection with
its proposed ETF conversion.
John Wilson, CEO of Sprott Asset Management, said, “It is abundantly
clear that the redemption features announced today will destroy value
for GTU unitholders. The features are also entirely hypocritical to the
position that the Trustees took when unitholders requested enhanced
redemption features earlier this year. With these proposals, GTU
unitholders face a prisoners dilemma of either exiting the investment
and potentially incurring significant tax bills, or remaining in the
fund and shouldering increased fees and potential tax burdens. It is
clear that the Trustees would prefer to cripple the fund and have
investors leave rather than accept Sprott’s offer.”
Mr. Wilson continued, “Sprott is offering GTU unitholders value and
certainty. The Trustees of GTU are only offering more complexity,
uncertainty, risks and costs. We urge unitholders not to be fooled by
this smokescreen and tender to Sprott’s offer immediately.”
Soliciting Dealer Information
Sprott is committed to providing GTU and Silver Bullion Trust (“SBT”)
(TSX: SBT.UN, SBT.U) unitholders with an opportunity to own a superior
product. In order to reach these unitholders, as is common in
transactions with a large retail base, Sprott has agreed to pay to each
soliciting dealer a solicitation fee of US$0.1358 per GTU unit and
US$0.0448 per SBT unit deposited through such soliciting dealer if such
unit is either (i) taken-up and paid for under the applicable Sprott
offer, or (ii) provided the Merger Transaction (as defined in the
applicable Sprott offer) is completed, deemed to be withdrawn from the
applicable Sprott offer under the Merger Election (as defined in the
applicable Sprott offer), subject to a minimum fee of US$50.00 and a
maximum fee of US$1,500.00 with respect to each beneficial unitholder of
GTU or SBT and a minimum deposit of 300 GTU units or 1,000 SBT units.
Where units deposited and registered in a single name are beneficially
owned by more than one person, only one minimum and maximum amount will
be applied.
Sprott Private Wealth LP is acting as dealer manager for the soliciting
dealer groups in Canada, which groups will consist of members of the
Investment Industry Regulatory Organization of Canada and the Toronto
Stock Exchange. Sprott Global Resource Investments, Ltd. is acting as
dealer manager for the soliciting dealer groups in the United States,
which groups will consist of members of the Financial Industry
Regulatory Authority.
Inquiries regarding the soliciting dealer groups may be directed to Glen
Williams, Director of Communications for the Sprott Group at
1-416-943-4394.
GTU and SBT unitholders who have questions regarding Sprott’s offers for
GTU and SBT (collectively, the “Sprott offers”), are encouraged to
contact Sprott Unitholders’ Service Agent, Kingsdale Shareholder
Services, at 1-888-518-6805 (toll free in North America) or at
1-416-867-2272 (outside of North America) or by e-mail at contactus@kingsdaleshareholder.com.
For more information, unitholders can visit www.sprottadvantage.com.
Additional Details of the Sprott Offers
Each Sprott offer is subject to conditions, including, but not limited
to, the number of GTU or SBT units (as applicable) in respect of which
an Exchange Offer Election or Merger Election (as such terms are defined
in the Sprott offers) has been made, together with the number of GTU or
SBT units (as applicable) held as of the Expiry Time (as such term is
defined in the Sprott offers) by or on behalf of Sprott, if any,
representing at least 66 2/3% of the then issued and outstanding GTU or
SBT units (as applicable); the receipt of all necessary governmental or
regulatory approvals; no material adverse change in relation to GTU or
SBT; GTU, SBT and the Sprott Physical Gold Trust and Sprott Physical
Silver Trust (together with Sprott Physical Gold Trust, the “Sprott
Physical Trusts”) not being prohibited by applicable law from completing
the Merger Transactions (as such term is defined in the Sprott offers);
and no litigation or regulatory order that may jeopardize the Sprott
offers, as described in the Offer Documents (as defined below).
Each Sprott offer is open for acceptance until 5:00 p.m. (Toronto time)
on December 7, 2015, unless extended or withdrawn. Concurrently with
each of the Sprott offers and as contemplated under the declaration of
trust of each of GTU and SBT, written consents, by way of a power of
attorney granted to Sprott, requiring the approval of the holders of at
least 66 2/3% of the GTU units and of the SBT units, respectively, are
being solicited as part of the letter of transmittal to, among other
things, authorize a qualifying exchange as part of the relevant Merger
Transaction with Sprott Physical Gold Trust and Sprott Physical Silver
Trust, respectively; replace the trustees of GTU and SBT (other than
administrator nominees), respectively, with nominees to be designated by
Sprott; and amend the declaration of trust of each of GTU and SBT to
provide that GTU and SBT units shall be redeemable on demand at NAV and
to reduce the tender required for a compulsory acquisition to 66 2/3%.
In order for units of GTU or SBT to be tendered to the Sprott offers, a
depositing unitholder will be required to provide the written consent
referred to above and appoint Sprott, or an affiliate thereof, as its
attorney and proxy holder for, among other things, the purposes of
redeeming such unitholder’s units of GTU or SBT, as applicable, and
executing a written resolution to replace certain of the trustees of GTU
and SBT.
Full details of each Sprott offer are set out in a takeover bid circular
and accompanying offer documents (collectively, and as amended by the
Notice of Extension and Variation dated June 22, 2015, the Notice of
Extension and Variation dated July 7, 2015, the Notice of Extension and
Variation dated August 4, 2015, the Notice of Change dated August 18,
2015, the Notice of Change dated August 28, 2015, the Notice of
Variation dated September 4, 2015, the Notice of Extension dated
September 18, 2015, the Notice of Extension and Variation dated October
9, 2015, the Notice of Extension dated November 2, 2015, the Notice of
Variation dated November 4, 2015, the Notice of Extension and Change
dated November 20, 2015 and as further extended and varied, the “Offer
Documents”), which have been filed with the Canadian securities
regulatory authorities. In connection with each Sprott offer, the
applicable Sprott Physical Trust has also filed with the U.S. Securities
and Exchange Commission (the “SEC”) a registration statement on Form
F-10 (each, as amended, a “Registration Statement”), which contains a
prospectus relating to the applicable Sprott offer (each a
“Prospectus”). Sprott and Sprott Physical Gold Trust have also filed a
tender offer statement on Schedule TO (the “Schedule TO”) with respect
to the Sprott offer for GTU. This news release is not a substitute for
the Offer Documents, the Prospectuses, the Registration Statements or
the Schedule TO.
GTU AND SBT UNITHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ
THESE DOCUMENTS, ALL DOCUMENTS INCORPORATED BY REFERENCE, ALL OTHER
APPLICABLE DOCUMENTS AND ANY AMENDMENTS OR SUPPLEMENTS TO ANY SUCH
DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE EACH CONTAINS OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT SPROTT, THE SPROTT PHYSICAL TRUSTS,
GTU, SBT AND THE SPROTT OFFERS. Materials filed with the Canadian
securities regulatory authorities are available electronically without
charge at www.sedar.com.
Materials filed with the SEC are available electronically without charge
at the SEC’s website at www.sec.gov.
Important Notice
This news release does not constitute an offer to buy or the
solicitation of an offer to sell any of the securities of GTU, SBT,
Sprott Physical Gold Trust or Sprott Physical Silver Trust. The Sprott
offers are being made solely pursuant to the Offer Documents. The
securities registered pursuant to a Registration Statement are not
offered for sale in any jurisdiction in which such offer or sale is not
permitted.
Cautionary Statement Regarding Forward-Looking Information
This news release contains “forward-looking statements” and
“forward-looking information” (collectively, “forward-looking
information”) within the meaning of applicable Canadian and United
States securities legislation. Forward-looking information includes
information that relates to, among other things, the intentions of
Sprott and the Sprott Physical Trusts and future financial and operating
performance and prospects, statements with respect to the anticipated
timing, mechanics, success, completion and settlement of the Sprott
offers and the proposed ETF conversions, the tax consequences of the
proposed ETF conversions including in connection with any subsequent
redemptions, the anticipated redemptions following any ETF conversion,
the anticipated U.S. market for the proposed ETFs following any
conversion, the value of the units of Sprott Physical Gold Trust and
Sprott Physical Silver Trust received as consideration under the Sprott
offers, reasons to accept the Sprott offers, the purposes of the Sprott
offers, our ability to complete the transactions contemplated by the
Sprott offers or replace the trustees of GTU and SBT, the completion of
the Merger Transactions, the outcome of any litigation or regulatory
proceedings surrounding the Sprott offers, our ability to replace
certain trustees of GTU and SBT prior to completion of the applicable
Sprott offer and any commitment to acquire GTU and SBT units, our
objectives, strategies, intentions, expectations and guidance and future
financial and operating performance. Forward-looking information is not,
and cannot be, a guarantee of future results or events. Forward-looking
information is based on, among other things, opinions, assumptions,
estimates and analyses that, while considered reasonable by us at the
date the forward-looking information is provided, are inherently subject
to significant risks, uncertainties, contingencies and other factors
that may cause actual results and events to be materially different from
those expressed or implied by the forward-looking information. The
material factors or assumptions that Sprott and the Sprott Physical
Trusts identified and applied in drawing conclusions or making forecasts
or projections set out in the forward-looking information include, but
are not limited to, the execution of business and growth strategies,
including the success of investments and initiatives; no significant and
continuing adverse changes in general economic conditions or conditions
in the financial markets; the acquisition of all of the issued and
outstanding units of, or substantially all of the assets and liabilities
of, GTU and SBT; that all required regulatory approvals for the Sprott
offers will be obtained and all other conditions to completion of the
Sprott offers will be satisfied or waived. The risks, uncertainties,
contingencies and other factors that may cause actual results to differ
materially from those expressed or implied by the forward-looking
information may include, but are not limited to the risks discussed
under the heading “Risk Factors” in each of the Sprott Physical Trusts’
most recent annual information forms and other documents filed with
Canadian and U.S. securities regulatory authorities. Should one or more
risk, uncertainty, contingency or other factor materialize or should any
factor or assumption prove incorrect, actual results could vary
materially from those expressed or implied in the forward-looking
information. Accordingly, the reader should not place undue reliance on
forward-looking information. Neither Sprott nor either Sprott Physical
Trust assumes any obligation to update or revise any forward-looking
information after the date of this news release or to explain any
material difference between subsequent actual events and any
forward-looking information, except as required by applicable law.
Information Concerning GTU and SBT
Except as otherwise expressly indicated herein, the information
concerning GTU and SBT contained in this news release has been taken
from and is based solely upon GTU’s and SBT’s public disclosure on file
with the relevant securities regulatory authorities. Neither GTU nor SBT
has reviewed this document or confirmed the accuracy and completeness of
the information in respect of GTU or SBT contained in this news release.
Although neither Sprott nor the Sprott Physical Trusts have any
knowledge that would indicate that any information or statements
contained in this news release concerning GTU or SBT taken from, or
based upon, such public disclosure contain any untrue statement of a
material fact or omit to state a material fact that is required to be
stated or that is necessary to make a statement not misleading in light
of the circumstances in which it was made, none of Sprott, either Sprott
Physical Trust or any of their respective trustees, directors or
officers has verified, nor do they assume any responsibility for, the
accuracy or completeness of such information or statements or for any
failure by GTU or SBT to disclose events or facts which may have
occurred or which may affect the significance or accuracy of any such
information or statements but which are unknown to Sprott and the Sprott
Physical Trusts. Sprott and the Sprott Physical Trusts have no means of
verifying the accuracy or completeness of any of the information
contained herein that is derived from GTU’s and SBT’s publicly available
documents or records or whether there has been any failure by GTU or SBT
to disclose events that may have occurred or may affect the significance
or accuracy of any information.
About Sprott Asset Management LP
Sprott Asset Management LP is the investment manager to the Sprott
Physical Trusts. Important information about each of the Sprott Physical
Trusts, including its investment objectives and strategies, applicable
management fees, and expenses, is contained in the current annual
information form for each of the Sprott Physical Trusts, which can be
found on its website, in the U.S. on www.sec.gov
and in Canada on www.sedar.com.
Commissions, management fees, or other charges and expenses may be
associated with investing in the Sprott Physical Trusts. Investment
funds are not guaranteed, their values change frequently and past
performance may not be repeated. To learn more about Sprott Physical
Gold Trust or Sprott Physical Silver Trust, please visit
sprottphysicalbullion.com.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151207005987/en/
Copyright Business Wire 2015