EX-99.(T)(II) 8 ex99tii.htm FORM OF PROSPECTUS SUPPLEMENT RELATING TO COMMON SHARES

 

 

The Gabelli Global Small and Mid Cap Value Trust N-2 

Exhibit (t)(ii)

 

     
PROSPECTUS SUPPLEMENT   Filed Pursuant to Rule 424(b)(2)
(To Prospectus dated             , 2024)   Registration Statement No. 333-

 

Shares

 

The Gabelli Global Small and Mid Cap Value Trust

 

Common Shares of Beneficial Interest

 

We are offering for sale               shares of our common shares. Our common shares are traded on the New York Stock Exchange (the “NYSE”) under the symbol “GGZ” and our Series A Preferred Shares are traded on the NYSE under the symbol “GGZ Pr A.” The last reported sale price for our common shares on                        ,             was $             per share.

 

You should review the information set forth under “Risk Factors and Special Considerations” in the accompanying Prospectus before investing in our common shares.

 

    

Per Share

   

Total (1)

 
Public offering price  $  $ 
Underwriting discounts and commissions  $  $ 
Proceeds, before expenses, to us  $  $ 

 

 

(1)The aggregate expenses of the offering are estimated to be $        , which represents approximately $         per share.

 

[The underwriters may also purchase up to an additional                  common shares from us at the public offering price, less underwriting discounts and commissions, to cover over-allotments, if any, within 45 days after the date of this Prospectus Supplement. If the over-allotment option is exercised in full, the total proceeds, before expenses, to the Fund would be $         and the total underwriting discounts and commissions would be $        . The common shares will be ready for delivery on or about             ,         .]

 

You should read this Prospectus Supplement and the accompanying Prospectus before deciding whether to invest in our common shares and retain it for future reference. The Prospectus Supplement and the accompanying Prospectus contain important information about us. Material that has been incorporated by reference and other information about us can be obtained from us by calling 800-GABELLI (422-3554) or from the Securities and Exchange Commission’s (“SEC”) website (http://www.sec.gov).

 

Neither the SEC nor any state securities commission has approved or disapproved these securities or determined if this Prospectus Supplement is truthful or complete. Any representation to the contrary is a criminal offense.

 

,

 

You should rely only on the information contained or incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction in which the offer or sale is not permitted.

 

In this Prospectus Supplement and in the accompanying Prospectus, unless otherwise indicated, “Fund,” “us,” “our” and “we” refer to The Gabelli Global Small and Mid Cap Value Trust. This Prospectus Supplement also includes trademarks owned by other persons.

 

 

 

 

TABLE OF CONTENTS

 

Prospectus Supplement

 

  Page
Table of Fees and Expenses P-3
Use of Proceeds P-4
Price Range of Common Shares P-4
Plan of Distribution P-4
Legal Matters P-5

 

 

 

 

Table of Fees and Expenses

 

The following tables are intended to assist you in understanding the various costs and expenses directly or indirectly associated with investing in our common shares as a percentage of net assets attributable to common shares. Amounts are for the current fiscal year after giving effect to anticipated net proceeds of the offering, assuming that we incur the estimated offering expenses, including preferred share offering expenses.

 

Shareholder Transaction Expenses

 

Sales Load (as a percentage of offering price) [     ]%
Offering Expenses Borne by the Fund (as a percentage of offering price) [     ]%
Dividend Reinvestment and Cash Purchase Plan Fees  
Purchase Transactions $    0.75(1)
Sale Transactions $    2.50(1)
   
 

Percentage of Net Assets 

Attributable to Common
Shares

Annual Expenses  
Management Fees      %(2)
Interest Payments on Borrowed Funds    None(3)
Other Expenses      %(4)
Total Annual Expenses      %    
Dividends on Preferred Shares      %    
Total Annual Expenses and Dividends on Preferred Shares      %(2)

 

 

(1)Shareholders participating in the Fund’s Automatic Dividend Reinvestment Plan do not incur any additional fees. Shareholders participating in the Voluntary Cash Purchase Plan would pay $0.75 per transaction plus their pro rata share of brokerage commissions per transaction to purchase shares and $2.50 plus their pro rata share of brokerage commissions per transaction to sell shares. See “Automatic Dividend Reinvestment and Voluntary Cash Purchase Plans.”

(2)The Investment Adviser’s fee is 1.00% annually of the Fund’s average weekly net assets including proceeds attributable to any outstanding preferred shares, with no deduction for liquidation preference of any preferred shares, and the outstanding principal amount of any debt securities the proceeds of which were used for investment purposes. Consequently, if the Fund has preferred shares outstanding, the investment management fees and other expenses as a percentage of net assets attributable to common shares may be higher than if the Fund does not utilize a leveraged capital structure.

(3)The Fund has no current intention of borrowing from a lender or issuing notes during the one year following the date of this Prospectus.

(4)“Other Expenses” are based on estimated amounts for the current year assuming completion of the proposed issuances.

 

Example

 

The following example illustrates the expenses you would pay on a $1,000 investment in common shares, assuming a 5% annual portfolio total return.*

 

 

1 Year 

 

3 Years

 

5 Years

 

10 Years

Total Expenses Incurred              

 

 

 

*The example should not be considered a representation of future expenses. The example assumes that the amounts set forth in the Annual Expenses table are accurate and that all distributions are reinvested at net asset value. Actual expenses may be greater or less than those assumed. Moreover, the Fund’s actual rate of return may be greater or less than the hypothetical 5% return shown in the example.

 

P-3 

 

 

Use of Proceeds

 

We estimate the total net proceeds of the offering to be $                based on the public offering price of $                per share and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

 

The Fund will invest the net proceeds of any offering in accordance with the Fund’s investment objective and policies, and may use a portion of such proceeds, depending on market conditions, for other general corporate purposes. The Investment Adviser anticipates that the investment of the proceeds will be made in accordance with the Fund’s investment objective and policies as appropriate investment opportunities are identified, which is expected to substantially be completed within three months; however, changes in market conditions could result in the Fund’s anticipated investment period extending to as long as six months. This could occur because the Investment Adviser follows a value-oriented investment strategy; therefore, market conditions could result in the Investment Adviser delaying the investment of proceeds if it believes the margin of risk in making additional investments is not favorable in light of its value-oriented investment strategy. See “Additional Fund Information—Investment Objective and Policies—Investment Methodology of the Fund” in the Annual Report. Pending such investment, the proceeds of the offering will be held in high quality short term debt securities and instruments.

 

While it does not current expect to do so, the Fund may also use the net proceeds from the offering to call, redeem or repurchase shares of its Series A Preferred Shares. The distribution rate on the Series A Preferred Shares is 5.450%. To the extent permitted by the 1940 Act and Delaware law, the Fund may at any time upon notice redeem the Series A Preferred Shares in whole or in part at a price equal to the $25 liquidation preference per share plus accumulated but unpaid dividends through the date of redemption.

 

Price Range of Common Shares

 

The following table sets forth for the quarters indicated, the high and low sale prices on the NYSE per share of our common shares and the net asset value and the premium or discount from net asset value per share at which the common shares were trading, expressed as a percentage of net asset value, at each of the high and low sale prices provided.

 

   Market Price  Corresponding
Net Asset Value
(“NAV”) Per
Share
  Corresponding
Premium or
Discount as a %
of NAV
Quarter Ended  High  Low  High  Low  High  Low
March 31, 2022   $16.06  $13.20  $17.70  $15.34  (9.27)%  (13.95)%
June 30, 2022   $14.06  $10.85  $16.09  $12.68  (12.62)%  (14.43)%
September 30, 2022   $12.70  $9.53  $14.58  $11.37  (12.89)%  (16.18)%
December 31, 2022   $12.05  $9.70  $14.05  $11.41  (14.23)%  (14.99)%
March 31, 2023   $12.96  $10.98  $14.83  $12.95  (12.61)%  (15.21)%
June 30, 2023   $11.98  $11.02  $14.11  $13.27  (15.10)%  (16.96)%
September 30, 2023   $12.42  $10.32  $14.54  $12.64  (14.58)%  (18.35)%
December 31, 2023   $11.79  $9.51  $13.96  $11.76  (15.54)%  (19.13)%
March 31, 2024   $12.02  $11.25  $14.49  $13.34  (17.05)%  (15.67)%

 

The last reported price for our common shares on [   ], 2024 was $[   ] per share. As of [   ], 2024, the net asset value per share of the Fund’s common shares was $[   ]. Accordingly, the Fund’s common shares traded at a [discount] to net asset value of [   ]% on [   ], 2024.

 

Plan of Distribution

 

[To be provided.]

 

P-4 

 

 

Legal Matters

 

Certain legal matters will be passed on by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York, counsel to the Fund in connection with the offering of the common shares.

 

P-5 

 

 

 

 

The Gabelli Global Small and Mid Cap Value Trust

 

Common Shares

 

PROSPECTUS SUPPLEMENT

 

            , 2024