Sprott Also Comments on the Following:
Latest Action by Trustees Reflects Increased Desperation and Last Ditch Attempt to Maintain Entrenched Position and System of Fees for the Spicer Family
GTU Unitholders Representing 57% of Outstanding Units Recently Tendered Into the Sprott Offer
GTU and SBT Have Spent $7 Million of Unitholder Money on Wasteful Litigation and Self-Interested Defensive Maneuvering
Management Expense Ratio at GTU and SBT has Increased 218% and 650%, Respectively
TORONTO, Nov. 11, 2015 (GLOBE NEWSWIRE) — 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), today commented on the latest actions by the Trustees of Central GoldTrust (“GTU”) (TSX:GTU.UN) (TSX:GTU.U) (NYSEMKT:GTU) and Silver Bullion Trust (“SBT”) (TSX:SBT.UN (TSX:SBT.U).
John Wilson, CEO of Sprott Asset Management, said: “The Trustees have proved once more the lengths to which they will go to protect their own interests and the interests of the Spicer family. From the moment Sprott presented a compelling offer for GTU and SBT, they have used every conceivable defensive measure – other than to provide unitholders with a compelling alternative transaction – to attempt to impede the offers and confuse and misdirect unitholders. With an opportunity to give unitholders a forum to vote on the transaction in the near term, the Trustees are now attempting to deny unitholders that forum.
“The wasteful litigation that the Trustees themselves initiated in the Ontario Court earlier this year to impede the offers failed and brought to light a system of payments between the Spicer family and many of the supposedly ‘independent’ GTU and SBT Trustees. The appeal by the Trustees of this decision was also recently dismissed. So, rather than recognize the rights of unitholders, they have again commenced a process to strip them of their ability to choose. We believe that the Ontario Securities Commission will see the application by the Trustees as nothing more than another transparent attempt to further entrench a conflicted group of individuals, protect the fees of the Spicer-controlled administrator and deny unitholders the ability to act on their investment.
“It is astounding that the Trustees of GTU would ignore the significant majority of their unitholders who are asking for change – and that their response is to defame Sprott. They have wasted millions of GTU unitholders’ money fighting requests for an enhanced redemption feature and now they intend to waste millions more to prevent their unitholders from having an open vote on the Sprott offers.
“GTU and SBT unitholders should be entitled to act on their investment, by either tendering to the Sprott offers or having a forum by which they can vote. The Trustees and the Spicers recognize this, which is why they have resorted to these desperate tactics.”
Sprott urges GTU and SBT unitholders to consider the following facts:
- Over the first nine months of 2015, the GTU and SBT Trustees have spent in excess of US$7 million of unitholders’ money on litigation they initiated and campaigns against parties seeking change at the respective funds. For GTU alone, in the first nine months of 2015, the trustees have already charged over 90 basis points in management fees.
- These campaigns have been financed exclusively by GTU and SBT unitholders. In addition, on September 17, 2015, SBT announced the sale of approximately US$1.2 million of silver bullion.
- Over the first nine months of 2015, management expense ratios at GTU and SBT have increased 218% and 650%, respectively, compared to the same period in 2014.
GTU and SBT unitholders who have questions regarding the offers by Sprott to purchase the units of GTU and SBT (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 [email protected].
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 November 20, 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 and as further extended and varied, the “Offer Documents”), which have been filed with the Canadian securities regulatory authorities. In connection