Sprott Comments on Continued Disenfranchisement of Central Fund of Canada's Class A Shareholders
Sprott's Exchange Offers for Central GoldTrust and Silver Bullion Trust Are Unaffected by the Events at CEF and Remain Open for Acceptance
TORONTO, Aug. 13, 2015 (GLOBE NEWSWIRE) -- Sprott Asset Management LP ("Sprott") today commented on the Spicer family's successful effort to continue denying Central Fund of Canada Limited's ("CEF") (NYSE MKT:CEF) (TSX:CEF.A) (TSX:CEF.U) Class A shareholders rights in regard to the management and oversight of their investment.
John Wilson, CEO of Sprott Asset Management, stated: "It is unfortunate that the Alberta Court has ruled that the requisition by Class A shareholders of CEF was invalid on technical grounds. While Sprott strongly disagrees with this ruling and is considering its options, the next step for Class A shareholders is whether CEF's Special Committee and its Board chooses to cancel its currently scheduled special meeting of Class A shareholders and deny them the opportunity to express their desire for change of the Spicer-controlled administrator marked by conflicts and mismanagement. Cancelling a meeting requested by a significant number of Class A shareholders representing more than 15 million of the outstanding Class A shares of CEF would only highlight the conflicts and the Board's commitment to ensuring that the Spicer-controlled administrator continues to receive fees while all other stakeholders are forced to endure persistent underperformance and value destruction."
ABOUT SPROTT ASSET MANAGEMENT LP
Sprott Asset Management LP is the investment manager to Sprott Physical Gold Trust and Sprott Physical Silver Trust (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.
Full details of Sprott's exchange offers for Central GoldTrust and Silver Bullion Trust (the "Sprott offers") are set out in a takeover bid circular and accompanying offer documents (collectively and as amended and varied, the "Offer Documents"), which have been filed with the Canadian securities regulatory authorities. In connection with the Sprott offers, Sprott Physical Gold Trust and Sprott Physical Silver Trust (the "Sprott Physical Trusts") have filed with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form F-10 (each a "Registration Statement"), which contains a prospectus relating to the applicable Sprott offer. Sprott and Sprott Physical Gold Trust also have filed a tender offer statement on Schedule TO with respect to the Sprott offer for Central GoldTrust. CENTRAL GOLDTRUST AND SILVER BULLION TRUST 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 WILL CONTAIN IMPORTANT INFORMATION ABOUT SPROTT, THE SPROTT PHYSICAL TRUSTS, CENTRAL GOLDTRUST, SILVER BULLION TRUST 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 U.S. Securities and Exchange Commission ("SEC") are available electronically without charge at the SEC's website at www.sec.gov.
This news release does not constitute an offer to buy or the solicitation of an offer to sell any of the securities of Central GoldTrust, Silver Bullion Trust, 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.
The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. Although the CEF Board has called a special meeting of Class A shareholders, Class A shareholders are not being asked to execute a proxy in favour of the matters set forth in this press release at this time. Sprott intends to file a dissident information circular in due course in compliance with applicable law. Notwithstanding the foregoing, Sprott is voluntarily providing the disclosure required under section 9.2(4) of National Instrument 51-102 -- Continuous Disclosure Obligations in accordance with securities laws applicable to public broadcast solicitations.
This press release and any solicitation made by Sprott in advance of the CEF special meeting will be made by Sprott and not by or on behalf of the management of CEF. Sprott may engage a solicitation agent to make any such solicitations. All costs incurred for any solicitation will be borne by Sprott, provided that, subject to applicable law, Sprott may seek reimbursement from CEF of Sprott's out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful result at the special meeting of Class A shareholders of CEF.
As noted above, Sprott is not hereby soliciting proxies in connection with the CEF special meeting and Class A shareholders are not being asked at this time to execute proxies in favour of the matters set forth in this press release. Any proxies solicited by Sprott will be solicited in accordance with applicable securities laws, including pursuant to a dissident information circular sent to Class A Shareholders after which solicitation may be made by or on behalf of Sprott, by mail, telephone, fax, email or other electronic means, by public announcement and in person by representatives of Sprott or proxy advisors retained by Sprott or by Sprott's nominees. Any proxies solicited by Sprott in connection with the CEF special meeting may be revoked by instrument in writing by the shareholder giving the proxy or by its duly authorized officer or attorney, or in any other manner permitted by law.
None of Sprott or, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the special meeting of CEF's Class A shareholders other than in connection with its current holding of Class A shares and in connection with any change in the administration of CEF.
CEF's registered office address is 3300, 421 -- 7th Avenue S.W., Calgary, Alberta, Canada T2P 4K9.For more information:
Glen Williams Director of Communications
For Canadian Media:
Kingsdale Shareholder Services
Vice President, Communications
Direct: 416-867-2333 or Cell: 647-621-2646
For U.S. Media: Dan Gagnier / Patrick Scanlan
Sard Verbinnen & Co