High Income Securities Fund Announces Non-Transferable Rights Offering
16 Abril 2024 - 4:38PM
High Income Securities Fund (“the Fund”) (NYSE: PCF) announced
today that its Board of Trustees has authorized the issuance of one
non-transferable right for each share of the Fund held on a date to
be announced to purchase one additional share of the Fund’s stock
at a subscription price to be determined by the Board of Trustees.
Rights holders that fully exercise their rights will also be
entitled to subscribe, subject to certain limitations to be set
forth in a prospectus (which shall be available on the website of
the Securities and Exchange Commission at www.sec.gov) and subject
to allotment, for additional shares of stock that are not
subscribed for by other rights holders. If there are not enough
unsubscribed shares available to honor all additional subscription
requests, the Fund may, in its sole discretion, issue additional
shares up to 10% of the shares initially available in the offering.
Subject to shareholder approval, a special
committee of the Board comprised only of the independent Trustees
has recommended that the full Board approve (1) the Fund entering
into an investment advisory agreement with Bulldog Investors, LLP,
and (2) changes to the Fund’s investment strategies and fundamental
policies in order to expand the types of investments the Fund can
make and to increase the Fund’s ability to pursue attractive
investment opportunities. Therefore, after completion of the rights
offering, and subject to Board approval, the Fund intends to hold a
special meeting of shareholders to consider proposals to implement
these changes. Since the Fund’s shareholder base has become
increasingly inactive with respect to participation in shareholder
meetings, culminating in the lack of a quorum at the annual meeting
of shareholders in 2023, the rights offering is intended, in part,
to increase the proportion of shareholders that will actively
participate in shareholder meetings. To this end, the Board intends
to authorize a self-tender offer by the Fund to commence shortly
after the special meeting to purchase, at a price of at least 98%
of NAV, at least (a) 90% of the number of shares issued in the
rights offering if the proposals are adopted, or (b) 60% of the
number of shares issued in the rights offering if the proposals are
not adopted.
The foregoing does not constitute a tender offer
or an offer to purchase the shares of any shareholder. Any such
offer will be made pursuant to separate tender offer materials
complying with the requirements of Section 13(e) of the Securities
Exchange Act of 1934, as amended and Rule 13e-4 thereunder.
This press release is not intended to and does
not constitute an offer to sell or the solicitation of an offer to
subscribe for or buy or an invitation to purchase or subscribe for
any securities in any jurisdiction, nor shall there be any sale,
issuance, or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
For more information, please call InvestorCom,
the Fund’s information agent, at (877) 972-0090.
High Income Securities (NYSE:PCF)
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