EX-99.12.A.1.C 4 fp0053929_ex9912a1c.htm

Exhibit (a)(1)(C)

Offer to Purchase for Cash

 

Up To $70,000,000 of Shares of Common Stock

 

Of

 

ADAMS NATURAL RESOURCES FUND, INC.

 

At

 

A Purchase Price Not Less than 83% of Net Asset Value (“NAV”) Per Share

And Not More than 88% of NAV Per Share

 

By

 

The Bulldog-Ancora Group

On Behalf of Certain Clients of its Members

 

May 15, 2020

 

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

 

The Bulldog-Ancora Group (the “Group”), on behalf of certain clients of its members, is making an offer to purchase up to $70,000,000 of the outstanding shares of common stock, $0.001 par value per share (the “Shares”), of Adams Natural Resources Fund, Inc., a Maryland corporation (“PEO”), for cash at a price per Share not less than 83% of NAV per Share and not more than 88% of NAV per Share, based on the NAV per Share at the close of the regular trading session of the New York Stock Exchange (the “NYSE”), on the Expiration Date (the “Pricing Date”), less any applicable withholding taxes and any brokerage fees that may apply, and without interest thereon (the “Purchase Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 15, 2020 (the “Offer to Purchase”), and in the related Letter of Transmittal, as each may be supplemented or amended from time to time (which together constitute the “Offer”).

 

Under the Offer, shareholders of PEO will have the ability to tender all or a portion of their Shares at a price per Share of not less than 83% and not more 88% of NAV. Based on the number of Shares tendered and the prices specified by the tendering shareholders, the Group will determine the single per Share Purchase Price within the specified range, that will allow it to purchase that number of Shares having an aggregate purchase price of  $70,000,000, or a lower amount depending on the number of Shares properly tendered and not properly withdrawn pursuant to the Offer. All Shares acquired in the Offer will be acquired at the same Purchase Price regardless of whether the shareholder tendered at a lower price, and the Group will only purchase Shares tendered at prices equal to or below the Purchase Price. Upon the terms and subject to the conditions of the Offer, if Shares having an aggregate purchase price of less than $70,000,000 are properly tendered and not properly withdrawn prior to the Expiration Date (as defined in the Offer to Purchase), the Group will buy all Shares properly tendered and not properly withdrawn. If the conditions to the tender offer have been satisfied or waived and Shares having an aggregate purchase price in excess of  $70,000,000, measured at the maximum price at which such Shares were properly and validly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Date, the Group will purchase properly tendered Shares on the basis set forth in the Offer to Purchase and the related Letter of Transmittal, including the provisions relating to proration.

 

Shares tendered and not purchased, because they were tendered at a price greater than the Purchase Price or because of proration, will be returned, at the Group’s expense, to the shareholders who tendered such Shares promptly after the Expiration Date.

 

 

For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

 

1. Offer to Purchase, dated May 15, 2020;

 

2. Letter of Transmittal, including a Substitute Form W-9, for your use and for the information of your clients;

 

3. A form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer;

 

4. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 providing information relating to backup federal income tax withholding; and

 

5. Return envelope addressed to Computershare.

 

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.

 

THE OFFER EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 12, 2020 (THE “EXPIRATION DATE”), UNLESS THE OFFER IS EXTENDED. SHARES TENDERED UNDER THE OFFER MAY BE WITHDRAWN AT ANY TIME ON OR BEFORE THE EXPIRATION DATE AND, UNLESS THERETOFORE ACCEPTED FOR PAYMENT AS PROVIDED HEREIN, MAY ALSO BE WITHDRAWN AT ANY TIME PRIOR TO ACCEPTANCE FOR PAYMENT.

 

The Group will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of Shares pursuant to the Offer. The Group will pay any stock transfer taxes incident to the transfer to it of validly tendered Shares, except as otherwise provided in Instruction 7 of the Letter of Transmittal.

 

In order to accept the Offer, a duly executed and properly completed Letter of Transmittal and any required signature guarantees, or an Agent’s Message (as defined in the Offer to Purchase) in connection with a book-entry delivery of Shares, and any other required documents, must be received by Computershare by 5:00 p.m., New York City time, on June 12, 2020.

 

Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, InvestorCom at the address and telephone number set forth on the back cover of the Offer to Purchase.

 

Very truly yours,

 

The Bulldog-Ancora Group

 

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU AS THE AGENT OF THE GROUP OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF THE GROUP IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.