Offering an Additional Premium of US$0.10
per GTU Unit payable in Sprott Physical Gold Trust Units and
US$0.025 per SBT Unit payable in Sprott Physical Silver Trust
Units
When Announced on April 23, 2015, Offers
Represented a Premium of US$3.06 per GTU Unit and US$0.91 per SBT
Unit for Unitholders Based on Trading Value and the NAV to NAV
Exchange Ratio
Premiums as of October 5, 2015 (including
the Increased Consideration) are US$1.14 per GTU Unit and US$0.61
per SBT Unit
Notice of Extension and Variation to be
Filed Shortly
Offers Will Now Expire on October 30,
2015 –Unitholders Urged to Tender Now
Sprott Asset Management LP ("Sprott" or "Sprott Asset Management"),
together with Sprott Physical Gold Trust (NYSE:PHYS) (TSX:PHY.U)
and Sprott Physical Silver Trust (NYSE:PSLV) (TSX:PHS.U) (together
the "Sprott Physical Trusts"), today announced that it has
increased the consideration payable to unitholders in connection
with its offers to acquire all of the outstanding units of Central
GoldTrust ("GTU") (TSX:GTU.UN) (TSX:GTU.U) (NYSEMKT:GTU) and Silver
Bullion Trust ("SBT") (TSX:SBT.UN) (TSX:SBT.U) (the "Sprott
offers").
Unitholders will now receive an additional premium of US$0.10
per GTU unit payable in Sprott Physical Gold Trust units and
US$0.025 per SBT unit payable in Sprott Physical Silver Trust units
(the "Premium Consideration"), in addition to the units of Sprott
Physical Gold Trust and units of Sprott Physical Silver Trust,
respectively, being offered on a net asset value (NAV) to NAV
exchange basis. Based on trading values and the NAV to NAV Exchange
Ratio (as such term is defined in the Sprott offers) at the time
Sprott announced its intention to make the Sprott offers on April
23, 2015, the offers reflected a premium of US$3.06 per GTU unit
and US$0.91 per SBT unit. The premium as of October 5, 2015, based
on trading values, the NAV to NAV Exchange Ratio and the Premium
Consideration, represents US$1.14 per GTU unit and US$0.61 per SBT
unit, respectively. In connection with this increase in
consideration, the expiry time for each Sprott offer is extended to
5:00 p.m. (Toronto time) on October 30, 2015.
"Central GoldTrust and Silver Bullion Trust unitholders have
been burdened for too long by a group of trustees committed to
protecting the interests of the Spicer family. It is only through
the public spotlight that the variety of undisclosed fees paid to
supposedly independent trustees has forced public disclosures and
hollow justifications. Sprott's offers to unitholders are
compelling and momentum is building as we continue to show the
clear advantages of the offers. The response of the GTU and SBT
trustees has been to penalize unitholders with the burden of paying
for costly lawsuits and expensive advisors to protect the Spicer
family and the fees they receive. We are accordingly increasing our
offer to compensate unitholders for this abuse of trust, and
encourage them to take advantage of this opportunity to exchange
their units for an immediate premium, and trade a management
committed to entrenchment to one committed to their best
interests," said John Wilson, Chief Executive Officer of Sprott
Asset Management.
Added Wilson, "We have provided extensions to the offers so that
no unitholders are left without this opportunity to exit an
underperforming investment and enter into a high quality security
that functions as intended, reflecting the value of the bullion
held in the trust. Sprott appreciates the support of GTU and SBT
unitholders to date and currently anticipates these extensions will
be the final extensions to the Sprott offers."
As of 5:00 p.m. (Toronto time) on October 5, 2015, there were
8,194,265 GTU units (42.46% of all outstanding GTU units) and
2,055,574 SBT units (37.60% of all outstanding SBT units) tendered
into the respective Sprott offers. Total units tendered as of
October 5, 2015, do not include pending units which are typically
received on the date of expiration.
GTU and SBT unitholders who have questions regarding 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 Premium
Consideration
The number of Sprott Physical Gold Trust and Sprott Physical
Silver Trust units to be issued as the Premium Consideration will
be calculated based on the NAV per Sprott Physical Gold Trust or
Sprott Physical Silver Trust unit, as applicable, calculated, in
accordance with the trust agreement of the applicable Sprott
Physical Trust, on the second business day prior to the expiry date
of the applicable Sprott offer. The timing of this calculation
aligns with the determination of the NAV to NAV Exchange Ratio and
Sprott Asset Management will pay the costs relating to the Premium
Consideration.
Soliciting Dealer Fee
Sprott is committed to providing GTU and SBT 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 will act 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. will act 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.
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 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 October 30, 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.
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 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, 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, the completion
of the Merger Transactions, the outcome of any litigation
surrounding the Sprott offers, the further extension of the Sprott
offers 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.
Source: Sprott Asset Management, Sprott
Physical Gold Trust, Sprott Physical Silver Trust
CONTACT: For more information:
Glen Williams
Director of Communications
Sprott Group
Direct: 416-943-4394
or
For Canadian Media:
Ian Robertson
Kingsdale Shareholder Services
Vice President, Communications
Direct: 416-867-2333 or Cell: 647-621-2646
or
For U.S. Media:
Dan Gagnier / Carissa Felger
Sard Verbinnen & Co
212-687-8080
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