0000902664-15-001501.txt : 20150303 0000902664-15-001501.hdr.sgml : 20150303 20150303160719 ACCESSION NUMBER: 0000902664-15-001501 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20150303 DATE AS OF CHANGE: 20150303 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Central GoldTrust CENTRAL INDEX KEY: 0001364728 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-87886 FILM NUMBER: 15669056 BUSINESS ADDRESS: STREET 1: P.O. BOX 10106, MEADOWLANDS CITY: ANCASTER STATE: A6 ZIP: L9K 1P3 BUSINESS PHONE: 905-304-4653 MAIL ADDRESS: STREET 1: P.O. BOX 10106, MEADOWLANDS CITY: ANCASTER STATE: A6 ZIP: L9K 1P3 FORMER COMPANY: FORMER CONFORMED NAME: Central Gold-Trust DATE OF NAME CHANGE: 20060601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Polar Securities Inc. CENTRAL INDEX KEY: 0001326389 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 401 BAY STREET STREET 2: SUITE 1900, P.O. BOX 19 CITY: TORONTO STATE: A6 ZIP: M5H 2Y4 BUSINESS PHONE: 416-367-4364 MAIL ADDRESS: STREET 1: 401 BAY STREET STREET 2: SUITE 1900, P.O. BOX 19 CITY: TORONTO STATE: A6 ZIP: M5H 2Y4 SC 13D 1 p15-0820sc13d.htm CENTRAL GOLDTRUST

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. __)*

 

 

Central GoldTrust

(Name of Issuer)

 

 

Units

(Title of Class of Securities)

 

 

153546106

(CUSIP Number)
 

Polar Securities Inc.

Attention: Greg Lemaich

401 Bay Street, Suite 1900

P.O. Box 19

Toronto, ON M5H 2Y4, Canada

(416) 369-8087

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

February 24, 2015

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

 

(Page 1 of 10 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
CUSIP No. 153546106SCHEDULE 13DPage 2 of 10 Pages

 

1

NAME OF REPORTING PERSON

Polar Securities Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

978,274 Units

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

978,274 Units

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

978,274 Units

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.07%

14

TYPE OF REPORTING PERSON

IA

         

 

 
CUSIP No. 153546106SCHEDULE 13DPage 3 of 10 Pages

 

1

NAME OF REPORTING PERSON

North Pole Capital Master Fund

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

978,274 Units

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

978,274 Units

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

978,274 Units

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.07%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 

 
CUSIP No. 153546106SCHEDULE 13DPage 4 of 10 Pages

 

Item 1. SECURITY AND ISSUER
   
  This statement on Schedule 13D (the "Schedule 13D") relates to the units (the "Units"), of Central GoldTrust, a trust established under the laws of the Province of Ontario, Canada (the "Issuer"). The Issuer's principal executive offices are located at 55 Broadleaf Crescent, Ancaster, Ontario L9G 3P2, Canada.  

 

Item 2. IDENTITY AND BACKGROUND
   
(a)

This Schedule 13D is filed by:

 

(i) North Pole Capital Master Fund ("North Pole"), a Cayman Islands exempted company, with respect to the Units reported in this Schedule 13D directly held by it; and

 

(ii) Polar Securities Inc. ("Polar Securities"), a company incorporated under the laws of Ontario, Canada, serving as investment advisor to North Pole with respect to the Units reported in this Schedule 13D directly held by North Pole.

 

The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

The filing of this statement shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Act of 1934, as amended, or otherwise.

   
(b) The address of the business office of each of the Reporting Persons is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada..
   
(c) The principal business of each of the Reporting Persons is investment and/or investment management.  
   
(d) & (e) During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
   
(f) North Pole is a Cayman Islands exempted company and Polar Securities is a company incorporated under the laws of Ontario, Canada.
   
  Schedule A attached hereto sets forth the information required by Instruction C of the instructions to Schedule 13D.  
   

 

 
CUSIP No. 153546106SCHEDULE 13DPage 5 of 10 Pages

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
  Funds for the purchase of the Units were derived from the subscription proceeds from investors in North Pole and the capital appreciation thereon and margin account borrowings made in the ordinary course of business.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time.  Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Units reported herein. A total of $41,494,917.83 was paid to acquire the Units.

 

Item 4. PURPOSE OF TRANSACTION
   
 

North Pole has held Units continuously since 2013 and Polar Securities, as investment advisor to North Pole, has taken the steps described herein to address the persistent trading discount of Units to their net asset values ("NAV"). From January 1, 2014 through January 31, 2015, Units traded at an average discount of 5.7% to their NAV. Polar Securities believes the lack of an effective unit redemption feature for Units is the overwhelming cause of the discounts of the trading prices of the Units to their NAV.

 

 

On January 20, 2015, Polar Securities approached the board of trustees (the "Board") of the Issuer with a proposal that the Issuer amend its unit redemption features to be consistent with the redemption features of physical gold products administered by the Royal Canadian Mint and Sprott Asset Management LP. Polar Securities engaged in discussions with the Board from January 20, 2015 through February 3, 2015 and presented its proposals and supporting analysis to the Board. Discussions between Polar Securities and the Board did not result in an agreement between the parties.

 

 

On February 3, 2015, Polar Securities, as investment advisor to North Pole, submitted a unitholder proposal (the "Proposal") to the Board requesting that unitholders of the Issuer consider and vote on a special resolution to amend the redemption features of the Units to include:

(i)   monthly unit redemptions for physical gold bullion held by the issuer in an amount equal to 100% of the stated NAV of the units redeemed, less reasonable, industry-standard expenses and subject to an industry-standard minimum redemption amount; and

(ii)   monthly unit redemptions for cash at the option of the unitholder for the lesser of 95% of the reported month-end NAV per trust unit and the VWAP per unit for the last five trading days of the month of redemption.

 

  The foregoing summary of the Proposal is qualified in its entirely by reference to the full text of the Proposal, a copy of which is attached as Exhibit 1 to this Schedule 13D.
   
 

As of the date hereof, Polar Securities intends to seek to reconstitute the Board at the annual and special meeting of unitholders of the Issuer currently scheduled to be held on May 1, 2015.

 

 

Further information can be found in press releases issued by Polar Securities on February 9, 2015 and February 18, 2015 and the information circular of Polar Securities that will be released prior to unitholder meeting. A copy of each press release is attached as Exhibit 2 and 3 respectively, to this Schedule 13D.

 

 

Polar Securities is considering and evaluating various means to enhance shareholder value. Polar Securities may seek to engage the Issuer, its advisors and unitholders of the Issuer in dialogue and actions related to unitholder rights and other matters.

 
CUSIP No. 153546106SCHEDULE 13DPage 6 of 10 Pages

 

 

Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. Depending on the price levels of the Units and various other factors described below, the Reporting Persons may sell some or all of their Units. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, actions taken by the board of directors of the Issuer, price levels of the Units, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Units or selling some or all of their Units.

 

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Units and the percentage of the Units beneficially owned by each of the Reporting Persons.  The percentage reported in this Schedule 13D is calculated based upon the 19,299,000 Units outstanding as of December 31, 2014 as reported in the Issuer's Annual Report on Form 40-F for the fiscal year ended December 31, 2014 filed with the Securities and Exchange Commission on February 11, 2015.
   
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Units as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
   
(c) The transactions in the Units within the past sixty days by North Pole, which were all in the open market, are set forth in Schedule B, and are incorporated herein by reference. Polar Securities did not enter into any transactions in the Units within the past sixty days.
   
(d) Not applicable.
   
(e) Not applicable.
   

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
   
  Other than as described in the Joint Filing Agreement attached as Exhibit 1 hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons named in Item 2 and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the Units, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS
   
  Exhibit 1: Proposal submitted to the Board on February 3, 2015.
  Exhibit 2: Press Release, dated February 9, 2015.
  Exhibit 3: Press Release, dated February 18, 2015.
  Exhibit 4: Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act.
 
CUSIP No. 153546106SCHEDULE 13DPage 7 of 10 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: March 3, 2015

 

     
POLAR SECURITIES INC.    
     
     

/s/ Greg Lemaich

   
Name: Greg Lemaich    
Title: General Counsel    
     
NORTH POLE CAPITAL MASTER FUND    
By:  Polar Securities Inc., its investment manager    
     

/s/ Greg Lemaich

   
Name: Greg Lemaich    
Title: General Counsel    

 

 
CUSIP No. 153546106SCHEDULE 13DPage 8 of 10 Pages

Schedule A

 

GENERAL PARTNERS, CONTROL PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF CERTAIN REPORTING PERSONS

 

The following sets forth the name, position, address, principal occupation and citizenship of each general partner, control person, director and/or executive officer of the applicable Reporting Persons (the "Instruction C Persons"). To the best of the Reporting Persons' knowledge, (i) none of the Instruction C Persons during the last five years has been convicted in a criminal proceeding (excluding traffic violations or other similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws and (ii) none of the Instruction C Persons owns any Units or is party to any contract or agreement as would require disclosure in this Schedule 13D.

 

NORTH POLE CAPITAL MASTER FUND

 

Gary Linford serves as a director of North Pole. His business address is Grand Pavilion Commercial Centre, 1st Floor, 802 West Bay Road , Grand Cayman, Cayman Islands. His principal occupation is founder of Highwater Limited pursuant to which he provides company management and directorship services. Mr. Linford is a citizen of the South-Africa.

 

Richard Vaughan serves as a director of North Pole. His business address is 58 Peterborough Road London, United Kingdom SW6 3Eb. His principal occupation is serving as a chartered accountant. Mr. Vaughan is a citizen of the United Kingdom.

 

Gregory Bennett serves as a director of North Pole. His business address is Artemis House 67 Fort Street Box 723 Grand Cayman, Cayman Islands, KY1-9006. His principal occupation is co-founder of Danesmead Partners. Mr. Bennett is a citizen of Canada.

 

POLAR SECURITIES INC.

 

J. Paul Sabourin serves as a director and Chief Investment Officer of Polar Securities. His business address is Suite 1900, 401 Bay Street Toronto, ON M5H 2Y4. His principal occupation is serving as Chief Investment Officer of Polar Securities. Mr. J. Paul Sabourin is a citizen of Canada.

 

Tom Sabourin serves as a director and Chief Executive Officer of Polar Securities. His business address is Suite 1900, 401 Bay Street Toronto, ON M5H 2Y4. His principal occupation is serving as Chief Executive Officer of Polar Securities. Mr. Tom Sabourin is a citizen of Canada.

 

Herman Gill serves as a director and Chief Financial Officer of Polar Securities. His business address is Suite 1900, 401 Bay Street Toronto, ON M5H 2Y4. His principal occupation is serving as Chief Financial Officer of Polar Securities. Mr. Gill is a citizen of Canada.

 

Robyn Schultz serves as Chief Compliance Officer of Polar Securities. Her business address is Suite 1900, 401 Bay Street Toronto, ON M5H 2Y4. Her principal occupation is serving as Chief Compliance Officer of Polar Securities. Ms. Schultz is a citizen of Canada.

 

 
CUSIP No. 153546106SCHEDULE 13DPage 9 of 10 Pages

Abdalla Ruken serves as Chief Risk Officer of Polar Securities. His business address is Suite 1900, 401 Bay Street Toronto, ON M5H 2Y4. His principal occupation is serving as Chief Risk Officer of Polar Securities. Mr. Ruken is a citizen of Canada and Libya.

 

 

 

 
CUSIP No. 153546106SCHEDULE 13DPage 10 of 10 Pages

 

Schedule B

 

This Schedule sets forth information with respect to each purchase and sale of Units which were effectuated by a Reporting Person during the past sixty days. All transactions were effectuated in the open market through a broker. The price reported in the column Price Per Unit ($)* is a weighted average price if a price range is indicated in the column Price Range ($). These Units were purchased/sold in multiple transactions at prices between the price ranges below. The reporting persons will undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Units sold at each separate price.  

 

 

NORTH POLE CAPITAL MASTER FUND

 

Date of Transaction Units Purchased (Sold) Price Per Unit ($)* Price Range ($)*
       
1/6/2015 4,700 41.60 41.60 - 41.61
1/7/2015 4,675 41.49 41.46 - 41.50
1/9/2015 12,147 41.89 41.86 - 41.95
1/12/2015 7,436 42.25 42.18 - 42.39
1/14/2015 16,980 42.41 42.25 - 42.79
1/15/2015 16,777 43.39 43.39 - 43.51
2/4/2015 25,087 44.19 44.03 - 44.42
2/5/2015 16,100 44.26 44.14 - 44.41
2/6/2015 11,200 43.04 42.91 - 43.31
2/9/2015 18,456 43.46 43.22 - 43.55
2/12/2015 1,000 42.61 42.61 - 42.63
2/13/2015 20,300 42.78 42.70 - 43.01
2/18/2015 51,890 42.25 42.01 - 42.37
2/19/2015 4,667 42.23 42.16 - 42.35
2/20/2015 8,998 41.86 41.70 - 42.05
2/24/2015 14,820 41.54 41.48 - 41.69
2/25/2015 2,200 41.51 41.42 - 41.52
2/26/2015 1,099 41.79 41.69 - 41.87
3/2/2015 2,800 41.62 41.60 - 41.65

 

 

* Excluding commissions.

 

 

EX-99 2 exhibit1.htm EXHIBIT 1

The Polar Proposal

 

In respect of the upcoming meeting of the unitholders of Central GoldTrust (CGT), Polar Securities Inc., the adviser to North Pole Capital Master Fund (together, Polar), proposes that a vote be taken on the following resolutions, and requests that the resolutions and the supporting statement below be included in CGT’s management information circular.

 

Resolution #1 – Amendment to CGT’s Declaration of Trust related to the redemption of CGT units

 

“Be it resolved that Article 6 of the amended and restated declaration of trust dated April 24, 2009 (the Declaration of Trust), shall be amended and restated according to Schedule A attached hereto.

 

 

Resolution #2 – Authority to make consequential changes to the Declaration of Trust

 

“Be it resolved that the trustees are hereby authorized and directed to make any definitional, conforming or consequential changes to the Declaration of Trust (or to enter into any supplemental indentures) that are necessary to facilitate the redemption of units by unitholders as set forth in this special resolution and to ensure that the trust maintains its current status as a “mutual fund trust” under the Income Tax Act (Canada) as a result of this special resolution.”

 

Resolution #3 – All other necessary authority

 

“Be it resolved that any trustee or officer of the trust is hereby authorized to enter into, execute or cause to be executed on behalf of the trust or to prepare and deliver or cause to be prepared and delivered all such other documents, agreements and instruments, or cause to be done all such other acts and things, as such trustee or officer shall determine to be necessary or desirable in order to carry out the intent of the foregoing special resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution or preparation and delivery of such document, agreement or instrument or the doing of any such act or thing.”

 

 

Supporting Statement:

 

“Since April 2013, units of CGT have consistently traded at a discount to their NAV. CGT’s discount to NAV has been significantly larger than that of CGT’s peers who allow monthly unit redemptions in exchange for physical gold bullion at 100% of NAV and do not typically trade at a discount of more than 1% of their stated NAV. Without such a monthly redemption feature, unitholders of CGT must sell their units for less than they would otherwise be entitled to receive were the redemption feature in place.

Polar recommends unitholders vote FOR the foregoing resolutions to protect their investment in CGT by reducing its trading discount to NAV.”

 
 

SCHEDULE “A”

 

This is Schedule “A” to the unitholder proposal to Central GoldTrust made on February 3, 2015 by Polar Securities Inc. on behalf of North Pole Capital Master Fund (the Proposal).

As set forth in Resolution #1 in the Proposal, the full text of Resolution #1 is set out below.

“BE IT RESOLVED THAT:

1.The Declaration of Trust shall be amended and restated as follows:

(A) to add a new subsection 6.2(4) that shall state as follows:

Subsection 6.2(4):

Notwithstanding any other provision of this Article 6, Units may be redeemed once per month, with such redemption processed on the last Business Day of each month (each a "Monthly Redemption Date").

Upon the receipt by the Transfer Agent of a written notice to redeem Units (a "Redemption Notice") on or before the 15th day of each month (or, if not a Business Day, on the next succeeding Business Day) in accordance with Subsection 6.2(1) or Subsection 6.2(2), the Unitholder of the Units tendered for redemption shall be entitled to receive:

(a)cash, in the case of a Redemption Notice delivered in accordance with Section 6.3 requesting the Unitholder receive redemption proceeds in the form of cash; or
(b)physical gold bullion, in the case of a Redemption Notice delivered in accordance with Section 6.4 requesting a redemption in the form of physical gold bullion.

Any Redemption Notice not received on or before the 15th day of the month will be processed on the Monthly Redemption Date of the month following the month in which such Redemption Notice was received.

A Unitholder shall be deemed to have irrevocably “surrendered for redemption” its Units for purposes of this Article 6 once a Redemption Notice is accepted by the Trust and is determined, acting reasonably and in good faith together with the Transfer Agent, to be in compliance with all applicable rules and procedures established by the Trust to effect such redemption.

1
   

(B) to delete subsection 6.3(1) in its entirety and replace it with a new subsection 6.3(1) that shall state as follows:

Subsection 6.3(1):

The Unitholder of the Units tendered for cash redemption in accordance with Section 6.2 shall be entitled to receive an amount per Unit (the "Redemption Price") equal to 95% of the lesser of:

(a)the volume-weighted average trading price of the Units traded on the Toronto Stock Exchange for the last five (5) Business Days of the month in which the Redemption Notice is processed; and

(b)the Net Asset Value per Unit of the Units tendered for redemption as determined on the applicable Monthly Redemption Date.

(C) to add a new section 6.4, such that the current sections 6.4 (Cancellation of all Redeemed Units) and 6.5 (Mechanics of Issue and Redemption) of the Declaration of Trust will become sections 6.5 and 6.6, respectively, and the new section 6.4 shall state as follows:

Section 6.4 Physical Gold Bullion Redemption

(1)The Unitholder of the Units tendered for physical gold bullion redemption in accordance with Section 6.2 shall be entitled to receive physical gold bullion in an amount per Unit (the "Bullion Redemption Price") equal to 100% of the Net Asset Value per Unit of the Units tendered for redemption as determined on the applicable Monthly Redemption Date.
(2)Redemption requests made pursuant to this Section 6.4 must be for amounts that are at least equivalent to the value of one (1) London Bullion Market Association recognized Good Delivery international bars, plus applicable expenses as set out in Subsection (4) hereof. Any fractional amount of redemption proceeds in excess of one (1) London Bullion Market Association recognized Good Delivery international bars, or an integral multiple of one (1) bar in excess thereof, will be paid in cash at a rate equal to 100% of the Net Asset Value per Unit of the Units tendered for redemption as determined on the applicable Monthly Redemption Date.
(3)The Bullion Redemption Price payable in respect of the Units surrendered for physical gold bullion
2
   

redemption during any calendar month shall be satisfied by way of physical gold bullion, and, where required by Subsection (2) above, cash, no later than ten (10) Business Days following the Monthly Redemption Date.

(4)The redeeming Unitholder shall be liable for all industry standard costs actually incurred by the Trust to effect the redemption of the Units and delivery of physical gold bullion, including storage and in-and-out fees charged to the Trust. For the avoidance of doubt, no person that operates on a non-arm’s length basis with the Trust, including the Administrator, shall be entitled to any payment from the Unitholder for its services as a direct result of a physical gold bullion redemption. Current costs associated with the delivery of physical gold bullion may be obtained from the Trust or the Transfer Agent. Physical gold bullion to be paid to a Unitholder as a result of a redemption of Units will be delivered by armoured transportation service carrier pursuant to delivery instructions provided in the Redemption Notice in accordance with the procedures established by the Trust. The armoured transportation service carrier will be engaged by, or on behalf of, the redeeming Unitholder at the expense of the redeeming Unitholder. The armoured transportation service carrier will receive the physical gold bullion in connection with a redemption of Units no later than ten (10) Business Days following the Monthly Redemption Date. Upon the receipt of the physical gold bullion representing the redeemed Units by the armoured transportation carrier, the Trust shall be discharged from all liability to the redeeming Unitholder in respect of the redeemed Units. Neither the Trust nor the Canadian chartered bank custodian of the physical gold bullion will bear the risk of loss of, and damage to the physical gold bullion once placed with the armoured transportation carrier. After the physical gold bullion has been placed with the armoured transportation service carrier, the Unitholder will not have recourse against the Trust or the Canadian chartered bank custodian of the physical gold bullion.
(5)Any applicable cash payment made pursuant to Subsection (2) above shall be conclusively deemed to have been made upon the mailing of a cheque in a postage prepaid envelope addressed to the redeeming Unitholder (unless such cheque
3
   

is dishonoured upon presentment) or upon the receipt of a wire transfer to the redeeming Unitholder, as directed in the Redemption Notice. Upon such cash payment, the Trust shall be discharged from all liability to the redeeming Unitholder in respect of the redeemed Units, except to replace any cheque which is lost or destroyed. The Transfer Agent may issue a replacement cheque if it is satisfied that the original cheque has not been received or has been lost or destroyed, upon being furnished with such evidence of loss, indemnity or other documentation in connection therewith that the Transfer Agent in its discretion may consider necessary.”

 

* * *

 

4

EX-99 3 exhibit2.htm EXHIBIT 2

POLAR SECURITIES INC. REQUISITIONS UNITHOLDER MEETING OF SILVER BULLION TRUST AND SUBMITS UNITHOLDER PROPOSAL TO BOARD OF CENTRAL GOLDTRUST

 

  • Despite persistent trading discounts on Silver Bullion Trust and Central GoldTrust units, management has made no changes to allow redemption of units at their net asset value;
  • Current unit redemption features are punitive to redeeming unitholders of both trusts, who today are forced to redeem their units below the NAV per unit;
  • Adoption of industry best practice unit redemption features should narrow trading discounts and benefit all unitholders; and
  • Based on February 6, 2015 closing prices, the adoption of physical redemption features should unlock approximately CAD$7.3 million in value for Silver Bullion Trust unitholders and CAD$47 million in value for Central GoldTrust unitholders.

 

TORONTO, February 9, 2015 - Polar Securities Inc. ("Polar") announced that following concerted efforts by Polar and its advisors to engage in a constructive dialogue with the boards of trustees of Silver Bullion Trust ("SBT")(TSX:SBT-U) and Central GoldTrust ("CGT") (TSX:GTU-U; NYSEMKT:GTU), Polar: (i) requisitioned the board of trustees of SBT (the "SBT Board") to call a special meeting of unitholders; and (ii) submitted a unitholder proposal to the board of trustees of CGT (the "CGT Board"), each as further described below.

 

SBT REQUISITION

 

Polar requisitioned the SBT Board to call a special meeting of unitholders (the "SBT Requisition") for the purposes of: (i) amending the redemption features of SBT’s trust units; and (ii) reconstituting the SBT Board by removing four of the current trustees and electing three new independent trustees nominated by Polar. Polar is SBT’s largest reported unitholder, holding 547,600 units, representing approximately 10.02% of the issued and outstanding units of SBT.

 

CGT PROPOSAL

 

Contemporaneously with the filing of the SBT requisition, Polar submitted a unitholder proposal (the "CGT Proposal") to CGT requesting that CGT unitholders consider and vote on a resolution (substantially identical to the resolution to be considered by SBT unitholders at the requisitioned meeting) to amend the redemption features of CGT’s trust units. Polar holds 852,044 units of CGT, representing approximately 4.4% of the issued and outstanding units of CGT.

 

BACKGROUND TO THE REQUISITION AND PROPOSAL

 

Polar has held units of SBT and CGT continuously since 2013 and is taking the steps described herein to address the persistent trading discount of SBT and CGT units to their respective net asset values ("NAV"). Since April 2013, units of SBT and CGT have consistently traded at a discount to their respective NAVs. The discounts to NAV of SBT and CGT have been significantly larger than that of their peers, such as the physical silver and gold products administered by the Royal Canadian Mint ("Mint") and Sprott Asset Management LP ("Sprott"). The Mint and Sprott products allow monthly unit redemptions in exchange for their underlying physical gold and silver bullion at 100% of NAV and do not typically trade at a discount of more than 1% of their stated NAV.

 
 

 

Neither SBT nor CGT permit their units to be redeemed for the underlying physical silver or gold bullion. Further, the cash redemptions they do permit are not in reference to their respective NAVs. Instead, they opt for a redemption price at or below the closing market price of units on the day on which they are redeemed. From January 1, 2014 through January 31, 2015, SBT and CGT have traded at average discounts to their NAVs of 7.4% and 5.7%, respectively. Polar believes the lack of an effective redemption feature is the overwhelming cause of the discounts of the trading prices of SBT and CGT units to their respective NAVs.

 

Additional illustrative information regarding the trading history of SBT, CGT and their peers can be found at Exhibit ‘A’.

 

PROPOSED UNIT REDEMPTION AMENDMENTS FOR SBT AND CGT

 

The proposed amendments to the unit redemption features of SBT and CGT include:

 

(i)monthly unit redemptions for physical precious metal bullion held by each trust in an amount equal to 100% of the stated NAV of the units redeemed, less reasonable, industry-standard expenses and subject to an industry-standard minimum redemption amount; and
(ii)monthly unit redemptions for cash at the option of the unitholder for the lesser of 95% of the reported month-end NAV per trust unit and the VWAP per unit for the last five trading days of the month of redemption.

 

This contrasts with the current redemption features of SBT and CGT that entitle a unitholder to receive the lesser of (i) 90% of the 10 day VWAP of the units of the trust starting immediately after the day on which the units are submitted for redemption, and (ii) the closing market price of the units on the day on which the units are submitted for redemption.

 

The full wording of the proposed special resolutions amending the SBT and CGT declarations of trust may be requested from Polar and will be set out in information circulars related to the SBT and CGT unitholder meetings.

 

BENEFITS TO UNITHOLDERS

 

Polar has structured its proposed unit redemption amendments to be consistent with the unit redemption features of the Mint and Sprott products. Polar believes these amendments will benefit all unitholders, both large and small and those with short or long-term investment horizons.

 

Regardless of their ability to access the physical bullion redemption features, if Polar’s proposed amendments are approved by unitholders, Polar expects all unitholders to be able to dispose of their units, in the worst case, at a discount to the applicable NAV that should generally not exceed 1%. Based on the February 6, 2015 closing prices of SBT and CGT units, a decrease in the discount for SBT units and CGT units to 1% of NAV would, in aggregate, unlock approximately CAD$7.3 million in value for SBT unitholders and CAD$47 million in value for CGT unitholders.

 
 

 

Polar believes that the adoption of the proposed unit redemption amendments by SBT and CGT should dramatically increase the probability that the trusts will trade at premiums to their NAV and will be able to raise new assets, which could decrease the management expense ratios of the trusts. Allowing SBT and CGT to raise new assets should advance the goal of SBT and CGT to be low cost precious metals trusts with a particular focus on long-term investors.

 

Finally, Polar believes the proposed unit redemption amendments are consistent with the expectations of SBT and CGT unitholders, being that the trading value of precious metals products should be highly correlated with the market price of silver bullion and gold bullion, respectively.

 

CONSIDERATIONS FOR UNITHOLDERS

 

Polar’s proposals are not intended to change the nature of SBT or CGT or to force the liquidation of either trust. Polar believes that the proposals are a net benefit to all unitholders. In making its determination to submit the SBT Requisition and the CGT Proposal, Polar expended significant time and resources to consider the implications to unitholders of the proposed unit redemption amendments to the SBT and CGT declarations of trust. Among other things, Polar analyzed and sought advice in respect of the security of the underlying physical bullion of the trusts, “best practices” of silver bullion and gold bullion products, the costs associated with the implementation of the proposed amendments, the impact of the proposed amendments on various unitholder groups and the relevant tax implications.

 

Commitment to ongoing security and smooth operations

 

Maintaining the security of silver bullion and gold bullion held by SBT and CGT, respectively, is the responsibility of the administrators and trustees of SBT and CGT. The resolutions authorizing Polar’s proposed unit redemption amendments grant the administrators and trustees the discretion to determine appropriate processes for the safe storage, transfer and disposition of silver and gold bullion. Polar’s proposal provides for strong ongoing security and smooth operations. Polar is not seeking to control the day-to-day operations of the trusts.

 

Adopting industry best practices

 

As new precious metals investment products have been created, it has become apparent to Polar that the ability to redeem interests for the underlying physical bullion at 100% of NAV is a “best practice” that should be adopted by all products created to hold silver bullion and/or gold bullion, notwithstanding any other distinguishing features. Polar believes that the Mint and Sprott redemption features represent such “best practices” and Polar’s proposed amendments for SBT and CGT are substantially identical to those of the Mint and Sprott products. Notwithstanding the foregoing, Polar is not seeking to make SBT and CGT identical to the Mint and Sprott products (other than with respect to their redemption features), and otherwise believes that investors benefit by having different options in the market.

 

 
 

Reasonable costs and expenses

 

Expense management is a critical component of any passively-managed precious metals trust. To the best of Polar’s knowledge following (i) discussions with industry service providers and (ii) a review of the publicly available information of silver bullion and gold bullion products of similar sizes and structure, any increased costs associated with the proposed unit redemption amendments should have minimal impact on the management expense ratios of SBT and CGT. In fact, as discussed above, Polar believes that without its proposed unit redemption amendments, SBT and CGT will be much less likely to raise additional assets. Generally, the ability to raise additional assets benefits unitholders by being non-dilutive and allowing fixed costs to be spread over a larger asset base. Consistent with the Mint and Sprott products, in Polar’s proposal, the direct costs of a unitholder’s redemption for the applicable precious metal will be borne by the redeeming unitholder.

 

Ability to redeem for physical bullion

 

Certain unitholders may not be able to avail themselves of the physical bullion redemption feature. Tax laws, investment restrictions applicable to a unitholder and other laws or regulations may prevent some unitholders from holding physical silver or gold bullion. In addition, unitholders with smaller positions may not be able to access the physical redemption feature due to the aggregate size of their holdings. Polar’s belief, based on the trading patterns of comparable products in the market, is that such unitholders should be able to sell units to other market participants for an amount substantially comparable to the redemption proceeds they would have received in the event of a physical redemption (i.e. at or close to 100% of their NAV).

 

Tax matters

 

Each unitholder is encouraged to consult its own tax, legal and accounting advisors concerning the overall tax consequences of the proposed unit redemption amendments, the effect such amendments may have on a unitholder’s investment in SBT or CGT, as applicable, or, as discussed above, the ability of a unitholder to hold physical silver or gold bullion. In reviewing the proposed unit redemption amendments for both trusts, Polar’s tax counsel reviewed the proposed amendments from both a Canadian and U.S. perspective. Based on its review, Polar’s tax counsel believes the proposed unit redemption amendments should not have a material impact on (i) the status of either SBT or CGT as a “mutual fund trust” under Canadian tax laws, (ii) the tax treatment of proceeds from the disposition of the applicable precious metal, (iii) the ability of the trusts to make designations to permit capital gains earned by the trusts to retain their character in the hands of unitholders, (iv) the position of the trusts that any gains from the disposition of metals are on capital account, or (v) the treatment of the trusts as “passive foreign investment corporations” under U.S. tax laws.

 

Certain entities, such as Undertakings for Collective Investment in Transferable Securities or “UCITS”, may not be eligible to hold units of SBT or CGT if the proposed amendments are adopted. Polar and its legal advisors believe that the SBT Board and CGT Board are authorized under the applicable declarations of trust to make such further amendments to the declarations of trust as are required to facilitate ownership of the units of each trust by such entities, as applicable.

 
 

Effects of discounts on unitholder value

Below are illustrative examples of the impact that significant discounts on SBT and CGT units have had on SBT and CGT unitholders.

Silver Bullion Trust

  • February 6, 2015, units of SBT closed at a price of CAD$11.10, a discount of CAD$1.46 or 11.6% to its NAV of CAD$12.56.
  • Throughout 2014, the average discount of an SBT unit to its NAV was 7.3%.
  • From January 31, 2012 through January 30, 2015, silver prices decreased by 34.0% in Canadian dollars while the market price of a SBT unit decreased by 43.5%. For an investor that bought SBT units on January 31, 2012 with the goal of gaining exposure to silver bullion returns, this represents an additional 9.5% loss.


Central GoldTrust

  • February 6, 2015, units of CGT closed at a price of USD$43.43, a discount of USD$2.40 or 5.2% to its NAV of USD$45.83.
  • Throughout 2014, the average discount of a CGT unit to its NAV was 5.7%.
  • From January 31, 2012 through January 30, 2015, gold prices decreased by 26.1%, while the market price of a CGT unit in US dollars decreased by 32.7%. For an investor that bought CGT units on January 31, 2012 with the goal of gaining exposure to gold bullion returns, this represents an additional 6.6% loss.

 

POLAR SECURITIES’ INDEPENDENT AND EXPERIENCED BOARD NOMINEES

 

Based on its engagement with the SBT Board to date, Polar believes that reconstituting the SBT Board may be necessary to give proper effect to its proposed amendments to SBT’s declaration of trust. Polar may also seek to reconstitute the CGT Board at the annual and special meeting of CGT unitholders currently scheduled to be held on May 1, 2015.

 

The SBT Requisition proposes to remove each of Bruce D. Heagle, Ian M.T. McAvity, Michael A. Parente and Jason A. Schwandt (or their respective appointed successor(s)) as trustees of SBT, and to elect three (3) new independent trustees to the SBT Board, being Robert A. Lehodey, Stephen T. Moore, and Andrew J. Papierz, (the "Polar Nominees"). It is proposed that the Polar Nominees would hold office along with the remaining incumbent trustee J.C. Stefan Spicer and one other person selected by Silver Administrators Ltd., both of whom shall serve as the nominees of the administrator of SBT. All trustees would serve until the next annual meeting of unitholders or until their successors are elected or appointed.

 

·Robert A. Lehodey – Mr. Lehodey is a Partner at Osler Hoskin & Harcourt LLP, a law firm. He has significant experience serving on a number of public and private boards and serves on the board of directors of Delphi Energy Corp. where he is the Chairman of the Corporate Governance & Compensation Committee.

 

·Stephen T. Moore – Mr. Moore is the Managing Director of Newhaven Asset Management Inc., a wealth management company. Mr. Moore was the Chairman of the Board of Governors of CI
 
 

Investments Inc. until July 2007, and then became a director of CI Financial Corp.

 

·Andrew J. Papierz – Mr. Papierz was an Executive Managing Director of BMO Nesbitt Burns’ Financial Products Group from 2000 – 2012. He currently serves on the board of directors at Copernicus Lodge Foundation and Delisle Youth Services.

 

POLAR SECURITIES INC.

 

Established in 1991, Polar is registered as an Investment Dealer, Investment Fund Manager and Futures Commission Merchant with the Ontario Securities Commission and is a member of the Investment Industry Regulatory Organization of Canada. Polar acts as the investment manager for certain investment funds and other managed accounts and manages over CAD$2 billion of client funds. Polar’s investment philosophy focuses on capital preservation and low volatility. During its tenure, Polar has invested in more than 10 Canadian precious metals funds and more than 75 Canadian closed-end products and has extensive expertise in structuring, managing and investing in complex investment products.

 

SILVER BULLION TRUST AND CENTRAL GOLDTRUST

 

SBT was established in 2009 to acquire, hold and secure silver bullion on behalf of its unitholders. CGT was established in 2003 to acquire, hold and secure gold bullion on behalf of its unitholders. The administrators of SBT and CGT are under common management with the administrator of Central Fund of Canada Limited (TSX:CEF-A; NYSEMKT:CEF).

 

POLAR’S ADVISORS

 

Polar has engaged Norton Rose Fulbright Canada LLP as its legal advisor, and Bayfield Strategy, Inc. as its strategic communications advisor in connection with its investments in SBT and CGT.

 

SOURCE: Polar Securities Inc.

 

For further information:

 

Unitholders of SBT and CGT:

Greg Lemaich

Polar Securities Inc.

(416) 369-8087

glemaich@polarsec.com

 

Media:

Riyaz Lalani

Bayfield Strategy, Inc.

(416) 907-9365

rlalani@bayfieldstrategy.com

 

 
 

Information Concerning the Polar Nominees

 

As set out in the SBT Requisition, the Polar Nominees are Robert A. Lehodey, Stephen T. Moore, and Andrew J. Papierz. The table below sets out, in respect of each Polar Nominee, his name, province or state and country of residence, his principal occupation, business or employment within the five preceding years, and the number of units of SBT beneficially owned, or controlled or directed, directly or indirectly, by such Polar Nominee.

 

Name, Province or State and Country of Residence 1 Present Principal Occupation, Business or Employment and Principal Occupation, Business or Employment During the Preceding Five Years Number of Units Beneficially Owned or Controlled or Directed (Directly or Indirectly)
Robert A. Lehodey
Alberta, Canada
Partner at Osler Hoskin & Harcourt LLP, legal services. Nil
Stephen T. Moore
Ontario, Canada
Managing Director at Newhaven Asset Management, Inc., an investment firm. Nil
Andrew J. Papierz
Ontario, Canada

Retired.

Former Executive Managing Director, Financial Products Group at BMO Nesbitt Burns Inc., from 2000-2012.

Nil

Note

1. Information set out in the table above has been provided by each Polar Nominee. Pursuant to SBT’s amended and restated declaration of trust dated July 9, 2009 (the "SBT Declaration of Trust"), the Administrator (as such term is defined in the SBT Declaration of Trust) has the right to nominate two trustees of SBT to be elected at any meeting of SBT unitholders (the "Administrator Nominated Trustees"). Information relating to the Administrator Nominated Trustees is not known to Polar and is not reasonably within the power of Polar to obtain and has therefore been omitted in accordance with applicable securities laws. It is expected that such information in respect of the Administrator Nominated Trustees will be disclosed in a management information circular to be filed and sent to unitholders by SBT in connection with the SBT Requisition.

 

Except as provided below, to the knowledge of Polar, no Polar Nominee is, at the date hereof, or has been, within 10 years before the date hereof: (a) a director, chief executive officer or chief financial officer of any company that (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days (each, an "order"), in each case that was issued while the Polar Nominee was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the Polar Nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; (b) a director or executive officer of any company that, while such Polar Nominee was acting in that capacity, or within a year of such Polar Nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (c) someone who became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such Polar Nominee.

 
 

 

Mr. Stephen T. Moore, was a trustee of Impax Energy Services Income Trust ("Impax") from June 2006 to January 2010. Impax filed for creditor protection under the Companies’ Creditors Arrangement Act (Canada) in December 2009.

 

To the knowledge of Polar, as at the date hereof, no Polar Nominee has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation, or by a securities regulatory authority, or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a Polar Nominee.

 

 
 

 

EXHIBIT ‘A’

SBT and CGT have consistently traded at a greater discount than their peers

The table below shows the monthly average percentage premium (discount) of the trading prices of interests in comparable Canadian silver bullion and gold bullion funds over their respective net asset values since January, 2013. Since May, 2013, the funds without physical redemption features (CGT, SBT, and Central Fund of Canada “CEF”), have generally traded at substantial discounts, whereas the funds with physical redemption features (Sprott Physical Gold Trust “PHYS”, Sprott Physical Silver Trust “PSLV”, Canadian Gold Reserves ETR “MNT”, and Canadian Silver Reserves ETR “MNS”) have generally traded within 1% of NAV or at a premium to NAV.

  CGT SBT CEF PHYS PSLV MNT MNS
Jan-13 2.5% 1.4% 4.0% 2.5% 1.8% 1.1% 1.3%
Feb-13 1.6% (0.4%) 2.1% 1.9% 1.8% 0.2% 0.3%
Mar-13 0.4% (0.9%) 0.6% 1.4% 1.8% (0.4%) (0.0%)
Apr-13 (0.9%) (3.1%) (0.9%) 0.1% 0.4% (1.3%) (0.6%)
May-13 (2.2%) (4.7%) (2.6%) (0.4%) 0.4% (1.3%) (0.7%)
Jun-13 (3.3%) (7.7%) (3.1%) (0.7%) (0.1%) (1.1%) (1.0%)
Jul-13 (3.9%) (5.0%) (3.5%) (0.6%) 0.9% (0.5%) (0.5%)
Aug-13 (4.3%) (3.8%) (2.7%) (0.2%) 2.1% 0.0% 1.4%
Sep-13 (5.3%) (4.5%) (4.6%) (0.2%) 2.7% 0.0% (0.2%)
Oct-13 (5.8%) (7.2%) (5.5%) (0.7%) 2.0% (0.5%) (0.4%)
Nov-13 (6.2%) (8.2%) (5.9%) (0.8%) 2.2% (1.1%) (2.0%)
Dec-13 (6.4%) (9.4%) (5.7%) (0.9%) 0.5% (0.9%) (1.1%)
Jan-14 (5.2%) (9.0%) (5.3%) (0.4%) 1.6% (0.3%) (2.0%)
Feb-14 (3.9%) (6.4%) (3.8%) (0.1%) 3.7% (0.2%) (1.0%)
Mar-14 (4.9%) (6.9%) (5.1%) (0.2%) 3.1% (0.4%) (1.3%)
Apr-14 (5.4%) (7.1%) (5.9%) (0.3%) 1.9% (0.6%) (1.1%)
May-14 (3.5%) (6.3%) (5.3%) (0.4%) 2.8% (0.5%) (0.9%)
Jun-14 (3.4%) (7.3%) (5.2%) (0.4%) 2.5% (0.6%) (0.9%)
Jul-14 (3.9%) (7.0%) (5.3%) (0.4%) 3.4% (0.7%) (1.1%)
Aug-14 (4.8%) (6.9%) (5.6%) (0.4%) 3.9% (1.0%) (1.4%)
Sep-14 (6.7%) (7.4%) (6.6%) (0.6%) 4.1% (0.8%) (1.4%)
Oct-14 (8.0%) (7.1%) (7.7%) (0.6%) 4.2% (0.6%) (1.4%)
Nov-14 (10.5%) (7.7%) (10.0%) (0.5%) 3.8% (1.1%) (1.5%)
Dec-14 (8.7%) (8.8%) (10.0%) (0.5%) 0.6% (1.2%) (1.6%)
Jan-15 (5.8%) (9.0%) (6.7%) (0.2%) 1.8% (0.8%) (0.8%)

 

The average monthly average premium (discount) is calculated by averaging the daily premium (discount) over all trading days in each month. The daily premium (discount) is calculated by subtracting one from the quotient of the closing price of a product divided by such product’s NAV for that day.

 
 

 

Since 2011 SBT and CGT have not increased their asset bases while others have

The table below shows, for quarter ends since December 31, 2009, the number of units outstanding of comparable Canadian silver bullion and gold bullion funds as a percentage of the units outstanding as at December 31, 2011. Since 2011, the funds without a physical redemption feature (SBT, CGT and CEF) have not been able to grow their respective number of units outstanding. However, with the exception of MNS, each fund with a physical redemption feature (PHYS, PSLV and MNT) has been able to grow its number of outstanding units.

  CGT SBT CEF PHYS PSLV MNT MNS
31-Dec-09 57% 54% 84%        
31-Mar-10 57% 61% 84% 30%      
30-Jun-10 86% 100% 94% 47%      
30-Sep-10 86% 100% 94% 67%      
31-Dec-10 86% 100% 94% 67% 100%    
31-Mar-11 86% 100% 100% 66% 100%    
30-Jun-11 86% 100% 100% 85% 100%    
30-Sep-11 86% 100% 100% 100% 100%    
31-Dec-11 100% 100% 100% 100% 100% 100%  
31-Mar-12 100% 100% 100% 116% 146% 100%  
30-Jun-12 100% 100% 100% 116% 146% 100%  
30-Sep-12 100% 100% 100% 134% 181% 100%  
31-Dec-12 100% 100% 100% 134% 222% 105% 100%
31-Mar-13 100% 100% 100% 134% 222% 105% 100%
30-Jun-13 100% 100% 100% 134% 222% 105% 100%
30-Sep-13 100% 100% 100% 132% 222% 123% 100%
31-Dec-13 100% 100% 100% 122% 222% 119% 100%
31-Mar-14 100% 100% 100% 115% 222% 110% 100%
30-Jun-14 100% 100% 100% 114% 222% 110% 100%
30-Sep-14 100% 100% 100% 113% 222% 104% 100%
31-Dec-14 100% 100% 100% 105% 222% 104% 90%

 

 

 
 

 

Additional Information

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 Polar has requisitioned the SBT Board to call a special meeting of unitholders (the "SBT Meeting"), there is currently no record or meeting date set for such SBT Meeting and unitholders are not being asked to execute a proxy in favour of the Polar Nominees or the proposed special resolution amending the SBT Declaration of Trust at this time. Although an annual and special meeting of unitholders of CGT has been called by the CGT Board (the "CGT Meeting"), unitholders are not being asked to execute a proxy in favour of any of the matters contained in this press release at this time. Polar intends to file dissident information circulars (the "Dissident Circulars") in due course in compliance with applicable securities laws, the SBT Declaration of Trust and CGT’s amended and restated declaration of trust dated April 24, 2008 (together with the SBT Declaration of Trust, the "Declarations of Trust").

Notwithstanding the foregoing, Polar 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 Polar in advance of the SBT Meeting or the CGT Meeting is, or will be, as applicable, made by Polar, and not by or on behalf of the management of SBT or CGT. All costs incurred for any solicitation will be borne by Polar, provided that, subject to applicable law, Polar may seek reimbursement from SBT and/or CGT of Polar’s out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the boards of CGT and/or SBT, and/or the amendments of the Declarations of Trust.

Polar is not soliciting proxies in connection with the SBT Meeting or the CGT Meeting, and unitholders are not being asked at this time to execute proxies in favour of the Polar Nominees (in respect of the SBT Meeting) or the proposed special resolution amending the Declarations of Trust. Any proxies solicited by Polar will be solicited pursuant to the Dissident Circulars sent to unitholders of SBT and CGT, respectively, after which solicitations may be made by or on behalf of Polar, by mail, telephone, fax, email or other electronic means, and in person by directors, officers and employees of the Polar or any proxy advisor that Polar retains or by the Polar Nominees (in respect of the SBT Meeting).

Any proxies solicited by Polar in connection with the SBT Meeting or the CGT Meeting may be revoked by instrument in writing by the unitholder giving the proxy or by its duly authorized officer or attorney, or in any other manner permitted by law.

None of Polar 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 SBT Meeting or the CGT Meeting, other than the election of trustees to the boards of trustees or, if applicable, the appointment of the auditors of SBT or CGT.

SBT's and CGT’s principal business office is 55 Broad Leaf Crescent, Ancaster, Ontario, L9G 3P2.

 
 

A copy of this press release may be obtained on SBT's SEDAR profile and CGT’s SEDAR profile at www.sedar.com.

 

 

 

EX-99 4 exhibit3.htm EXHIBIT 3

POLAR SECURITIES SEEKS ACTION FROM THE TRUSTEES OF SILVER BULLION TRUST AND CENTRAL GOLD TRUST

 

·Despite strong unitholder support for Polar’s proposals, Trustees fail to engage in constructive dialogue
·Independent Trustees should lead process of considering proposals
·Unitholders urged to review proposal put forth by Polar on February 9, 2015

 

TORONTO, February 18, 2015 – Polar Securities Inc. ("Polar") is pleased with the response received from unitholders of Silver Bullion Trust ("SBT")(TSX:SBT-U) and Central Gold Trust ("CGT")(TSX:GTU-U; NYSEMKT:GTU). Unitholders, including the largest reported holder of CGT units, Pekin Singer Strauss Asset Management, Inc., have expressed support for Polar’s proposals.

 

“Unitholders are expressing support both privately and publicly for Polar’s proposals and we are confident that we will be able to effect change,” stated Paul Sabourin, Chairman and Chief Investment Officer of Polar. “Notwithstanding unitholder support, the Trustees have shown no willingness to engage in a constructive dialogue. With strong public support and Polar’s straightforward request to provide unitholders with access to their silver or gold, we question why the Trustees are not actively supporting the initiative.”

 

Polar believes that the independent Trustees of SBT and CGT should lead the process of considering the benefits of Polar’s proposals. Polar is of the opinion that Stefan Spicer, President and CEO of SBT and CGT, as a member of management, has been, and will continue to be, an impediment to any productive discussions. Polar calls upon the Trustees to initiate an independently led and independently advised process, if it has not already done so.

 

Prior discussions with the Trustees

 

Polar formally approached the Trustees on January 20, 2015, following previous failed attempts to engage directly with Mr. Spicer. In a good faith effort to achieve an expedient and cost effective resolution to its concerns, Polar engaged in discussions with the Trustees from January 20 through February 3. During this period, Polar presented its proposals and supporting analysis to the Trustees. After nearly two weeks of discussions, Polar was informed that the Trustees had not taken steps to commence a legal review of Polar’s proposals.

 

Subsequent attempts by Polar to engage with the Trustees and CIBC World Markets, financial advisor to SBT and CGT, have been rebuffed.

 

Central Fund of Canada Limited

 

Polar is also a shareholder of Central Fund of Canada Limited ("CEF")(TSX:CEF; NYSEMKT:CEF), a corporation under common management with SBT and CGT. To date, Polar has not taken steps to address the punitive redemption features of CEF; however, in response to shareholder inquiries, Polar continues to explore possible avenues to unlock value for CEF shareholders.

 

 
 

About Polar’s proposed changes

 

Unitholders are urged to consult Polar’s February 9, 2015 press release and the information circulars of Polar that will be released prior to the respective unitholder meetings of CGT and SBT. Polar is available to respond to unitholder questions at the contact details listed below.

 

POLAR SECURITIES INC.

 

Established in 1991, Polar is registered as an Investment Dealer, Investment Fund Manager and Futures Commission Merchant with the Ontario Securities Commission and is a member of the Investment Industry Regulatory Organization of Canada. Polar acts as the investment manager for certain investment funds and other managed accounts and manages over CAD$2 billion of client funds. Polar’s investment philosophy focuses on capital preservation and low volatility. During its tenure, Polar has invested in more than 10 Canadian precious metals funds and more than 75 Canadian closed-end products and has extensive expertise in structuring, managing and investing in complex investment products.

 

For further information:

 

Unitholders of SBT and CGT:

Greg Lemaich

Polar Securities Inc.

(416) 369-8087

glemaich@polarsec.com

 

Media:

Riyaz Lalani

Bayfield Strategy, Inc.

(416) 907-9365

rlalani@bayfieldstrategy.com

 

Additional Information

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 Polar has requisitioned the board of trustees of SBT to call a special meeting of unitholders (the "SBT Meeting"), there is currently no record or meeting date set for such SBT Meeting and unitholders are not being asked to execute a proxy in favour of Polar’s three independent nominees to the board of trustees of SBT (the "Polar Nominees") or the proposed special resolution amending SBT’s amended and restated declaration of trust dated July 9, 2009 (the "SBT Declaration of Trust") at this time. Although an annual and special meeting of unitholders of CGT has been called by the board of trustees of CGT (the "CGT Meeting"), unitholders are not being asked to execute a proxy in favour of any of the matters contained in this press release at this time. Polar intends to file dissident information circulars (the "Dissident Circulars") in due course in compliance with applicable securities laws, the SBT Declaration of Trust and CGT’s amended and restated declaration of trust dated April 24, 2008 (together with the SBT Declaration of Trust, the "Declarations of Trust").

 
 

Notwithstanding the foregoing, Polar 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 Polar in advance of the SBT Meeting or the CGT Meeting is, or will be, as applicable, made by Polar, and not by or on behalf of the management of SBT or CGT. All costs incurred for any solicitation will be borne by Polar, provided that, subject to applicable law, Polar may seek reimbursement from SBT and/or CGT of Polar’s out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the boards of CGT and/or SBT, and/or the amendments of the Declarations of Trust.

Polar is not soliciting proxies in connection with the SBT Meeting or the CGT Meeting, and unitholders are not being asked at this time to execute proxies in favour of the Polar Nominees (in respect of the SBT Meeting) or the proposed special resolution amending the Declarations of Trust. Any proxies solicited by Polar will be solicited pursuant to the Dissident Circulars sent to unitholders of SBT and CGT, respectively, after which solicitations may be made by or on behalf of Polar, by mail, telephone, fax, email or other electronic means, and in person by directors, officers and employees of the Polar or any proxy advisor that Polar retains or by the Polar Nominees (in respect of the SBT Meeting).

Any proxies solicited by Polar in connection with the SBT Meeting or the CGT Meeting may be revoked by instrument in writing by the unitholder giving the proxy or by its duly authorized officer or attorney, or in any other manner permitted by law.

None of Polar 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 SBT Meeting or the CGT Meeting, other than the election of trustees to the boards of trustees or, if applicable, the appointment of the auditors of SBT or CGT.

SBT's and CGT’s principal business office is 55 Broad Leaf Crescent, Ancaster, Ontario, L9G 3P2.

A copy of this press release may be obtained on SBT's SEDAR profile and CGT’s SEDAR profile at www.sedar.com.

 

EX-99 5 exhibit4.htm EXHIBIT 4

 

EXHIBIT 4

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: March 3, 2015

 

     
POLAR SECURITIES INC.    
     
     

/s/ Greg Lemaich

   
Name: Greg Lemaich    
Title: General Counsel    
     
NORTH POLE CAPITAL MASTER FUND    
By:  Polar Securities Inc., its investment manager    
     

/s/ Greg Lemaich

   
Name: Greg Lemaich    
Title: General Counsel