TORONTO, Jan. 15, 2016 /CNW/ - Central GoldTrust
("GoldTrust") (symbol: TSX - GTU.UN (C$) and GTU.U (US$); NYSE MKT
- GTU (US$)) announced today that, following the previously
announced approval by GoldTrust unitholders of the resolutions
authorizing, approving and adopting, among other things, the merger
transaction involving GoldTrust, Sprott Asset Management Gold Bid
LP and Sprott Physical Gold Trust(the "Merger Transaction") at a
special meeting of GoldTrust unitholders, GoldTrust has completed
the Merger Transaction.
As a result of the completion of the Merger Transaction:
(i) GoldTrust unitholders received an aggregate of 4.4108
units of Sprott Physical Gold Trust in exchange for each unit of
GoldTrust; (ii) Sprott Physical Gold Trust acquired all of the
assets and liabilities of GoldTrust (other than its administration
agreement); and (iii) Sprott Asset Management Gold Bid LP
became the sole holder of GoldTrust units.
Unitholders who have questions regarding the Merger Transaction,
are encouraged to contact 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
contactus@kingsdaleshareholder.com.
For more information about Sprott Physical Gold Trust,
unitholders can visit www.sprottphysicalbullion.com.
Additional Details Regarding the Merger Transaction
Capitalized terms used below have the meanings given to them in
the management information circular of GoldTrust dated December 17, 2015 in connection with the special
meeting of the of GoldTrust unitholders held on Friday, January 15, 2016 (the "Special
Meeting").
Pursuant to a merger agreement dated January 15, 2016 among GoldTrust, Sprott Asset
Management Gold Bid LP and Sprott Physical Gold Trust effected the
Merger Transaction, which consisted of: (i) Sprott Asset Management
Gold Bid LP contributing to GoldTrust an aggregate number of PHYS
Units equal to the aggregate Bonus Consideration in respect of the
outstanding GoldTrust units (other than those GoldTrust units held
by or on behalf of Sprott Asset Management Gold Bid LP); (ii)
GoldTrust distributed the Bonus Consideration referred to in (i) to
GoldTrust unitholders (other than in respect of those GoldTrust
units held by or on behalf of Sprott Asset Management Gold Bid LP);
(iii) GoldTrust transferred all of the assets and liabilities of
GoldTrust (other than the Administration Agreement) to Sprott
Physical Gold Trust in exchange for units of Sprott Physical Gold
Trust; and (iv) immediately following the transfer referred to in
(iii), GoldTrust automatically redeemed all of the outstanding
GoldTrust units (other than a single unit held by Sprott Asset
Management Gold Bid LP) and distributed such units of Sprott
Physical Gold Trust to GoldTrust unitholders, on the basis of the
NAV to NAV Exchange Ratio. In connection with the foregoing and
pursuant to the resolutions passed at the Special Meeting, the
Amended and Restated Declaration of Trust of GoldTrust was
amended.
Registered GoldTrust unitholders that did not deposit to the
offer by Sprott Asset Management Gold Bid LP to purchase all of the
outstanding units of GoldTrust must submit a letter of transmittal
to the depositary in connection with the Merger Transaction,
Kingsdale Shareholder Services, at its offices at 130 King Street
West, Suite 2950, P.O. Box 361, Toronto,
Ontario, Canada M5X 1E2.
GoldTrust intends to apply to the relevant Canadian securities
regulatory authorities to cease to be a reporting issuer in all
applicable Canadian jurisdictions and to delist from the Toronto
Stock Exchange (the "TSX") and NYSE MKT as soon as practicable.
Forward-Looking Statements
Certain statements in this release constitute "forward-looking
statements" (within the meaning of the United States Private
Securities Litigation Reform Act of 1995, as amended) or
"forward-looking information" (within the meaning of applicable
Canadian securities legislation). Such statements or information
(together "forward-looking statements") are generally identifiable
by the forward-looking terminology used such as " will", "intends",
"expect", "should" or other similar words. More particularly and
without limitation, this release contains forward-looking
statements and information concerning the delisting of GoldTrust
units from the TSX and the NYSE MKT and GoldTrust ceasing to be a
reporting issuer.
In respect of the forward-looking statements and information
concerning delisting of GoldTrust units from the TSX and the NYSE
MKT and GoldTrust ceasing to be a reporting issuer, GoldTrust has
provided such in reliance on certain assumptions that it believes
are reasonable at this time, including assumptions as to the time
necessary, and the ability of GoldTrust to complete the delisting
of GoldTrust units from the TSX and the NYSE MKT and GoldTrust
ceasing to be a reporting issuer. The date of delisting may be
delayed or changed for a number of reasons. Accordingly, readers
should not place undue reliance on the forward-looking statements
and information contained in this release concerning these
times.
GoldTrust undertakes no obligation to update publicly or revise
any forward-looking statements or information, whether as a result
of new information, future events or otherwise, unless so required
by applicable securities laws.
SOURCE Central GoldTrust