Sprott Asset Management Offer to Purchase — Outstanding Units of Central GoldTrust
Central GoldTrust ("GTU") | Tender Deadline: July 6, 2015 at 5:00 p.m. (Toronto Time) Inbound Toll Free Number: 1-888-518-6805 Collect Call Number: 1-416-867-2272 Depositary: Kingsdale Shareholder Services | |
Sprott Physical Gold Trust |
Intro
Hello, may I please speak to<unitholder FULL name> is he/she available? (Be sure to identify right party contact before you proceed)
My name is<agent FULL name>, and I'm calling on a recorded line from Kingsdale Shareholder Services on behalf of Sprott Asset
Management LP regarding their offer to purchase all outstanding units of Central GoldTrust in exchange for
units of Sprott Physical Gold Trust on a NAV to NAV exchange basis.
Have you received the Sprott Bid Circular?
IF YES
Have you had the chance to review the materials and are you familiar with the Sprott offer?
IF YES —
IF UNITS HELD THROUGH BROKER:
You must tender your units no later than 5:00 P.M. (Toronto time) on July 6, 2015, but your broker/investment advisor may require your instructions well in advance of this date (likely 48 hours prior to expiry time or earlier). We encourage you to contact your broker/investment advisor right away with your instructions in tendering your units if you wish to participate.Offer assistance with contacting their broker, investment advisor if they have not received instructions.
IF NO — If unitholder is not familiar with the offer then proactively review offer below.
Offer Summary
Tax Elections Associated with Offer[*If unitholder requests additional background information]
FOR EXAMPLE ONLY
For Central GoldTrust unitholders: The number of Sprott Physical Gold Trust units to be distributed to you will be determined on a NAV to NAV basis. For example, based on the NAV per unit of Sprott Physical Gold TrustUS$9.98 and Central GoldTrustUS$44.36 onMay 22, 2015, a unitholder would receive4.45 Sprott Physical Gold Trust units for each Central GoldTrust unit tendered to the Sprott offer. You will not be required to pay Sprott any fee or commission when you participate in the offer and each Sprott Physical Gold unit carries the right to vote at Sprott Physical Gold Trust unitholder meetings. (Total number of PHYS Units to be received by such GTU Unitholder will be rounded down to nearest whole PHYS Unit)
Will you be tendering your Central GoldTrust units to the Offer?
IF YES:
The Offer will be open for acceptance until 5:00 P.M. (Toronto Time) on July 6, 2015 unless extended or withdrawn. Note that your broker/investment advisor may require your instructions well in advance of this date (likely 48 hours prior to expiry time or earlier). If you have any questions or require further assistance in tendering your units, we can be reached at1-888-518-6805. Thank you very much for your time. Have a nice day/night!
IF NO OR UNCERTAIN — Unitholder is not supportive of the Sprott bid or is not certain he/she wants to tender at that time.
Ask for the reasons/questions and provide additional information below and/or from the Q and A.
Reasons to Participate in the Offer:
Additional Benefits from Exchanging Central GoldTrust Units with Sprott Physical Gold Trust Units
Unlike Central GoldTrust, which stores its gold in a commercial bank vault, the gold held by Sprott Physical Gold Trust is outside of the banking system, at the Royal Canadian Mint, a Canadian Crown corporation.
Sprott is currently exploring adding a coin delivery alternative to Sprott Physical Gold Trust to make its existing physical redemption feature more accessible to smaller investors. (Adding coin delivery to the Sprott Physical Gold Trust would be subject to approval by the unitholders of the Sprott Physical Gold Trust).
The incumbent Trustees of Central GoldTrust have publicly asserted that Central GoldTrust's expense ratio is "among the lowest" relative to comparable U.S. and Canadian bullion products. However, Sprott believes Central GoldTrust's expense ratio is high given the Trustees' and the Administrator's limited scope of duties, responsibilities and actions, including the lack of any duties or responsibilities in connection with redeeming units for physical bullion.
The Offer will be open for acceptance until 5:00 P.M. (Toronto Time) on July 6, 2015 unless extended or withdrawn. Note that your broker/investment advisor may require your instructions well in advance of this date (likely 48 hours prior to expiry time or earlier). If you have any questions or require further assistance in tendering your units, we can be reached at1-888-518-6805. Thank you very much for your time. Have a nice day/night!
IF UNITHOLDER IS STILL OPPOSED TO SPROTT OFFER:
Note reasons for unitholder's opposition(s) in comments. Ask if we can follow up with them in the future in the event that new information becomes available.
IF UNITHOLDER HAS NOT RECEIVED MATERIALS
Proactively review the Sprott Offer and offer to e-mail materials. Then advise of Tender deadline, and ask if unitholder has any questions regarding the offer.
IF YES — offer assistance with answering questions regarding the offer and provide benefits for the resolutions from the script and the Q and A.
IF NO — Provide Toll-Free and ask for follow up call to answer questions once they review the material.
IF UNITHOLDER IS STILL OPPOSED TO SPROTT'S OFFER:
Note reasons for unitholder's opposition(s) in comments. Ask if we can follow up with them in the future in the event that new information becomes available.
The Offer will be open for acceptance until 5:00 P.M. (Toronto Time) on July 6, 2015 unless extended or withdrawn. Note that your broker/investment advisor may require your instructions well in advance of this date (likely 48 hours prior to expiry time or earlier). If you have any questions or require further assistance in tendering your units, we can be reached at1-888-518-6805. Thank you very much for your time. Have a nice day/night!
For further information:
North American Toll-Free:1-888-518-6805
Outside North America:1-416-867-2272
Fax Number:1-866-545-5580
Email:contactus@kingsdaleshareolder.com
You can also refer to these websites for more information:www.sprottadvantage.comorwww.sedar.com
Registered Unitholders (If you hold a physical unit certificate registered in your name)
As a Registered Unitholder, you must tender your units no later than5:00 P.M. (Toronto time) on July 6, 2015, Please complete the letter of transmittal and deposit it with your unit certificate(s) in the enclosed envelope to the Depositary (Kingsdale Shareholder Services), along with all other documents required by the instructions set out in the letter of transmittal.
Beneficial Unitholders (If your units are held with a Canadian or U.S. Intermediary or Custodian and held with a Broker)
As a Beneficial Unitholder, you must tender your units no later than5:00 P.M. (Toronto time) on July 6, 2015, but your broker may require your instructions well in advance of this date.Contact your broker immediately with your instructions and for assistance in tendering your units. You may be able to use book-entry transfer to tender your units. You need to contact your broker to make these arrangements.
Hello, this message is for <unitholder name>. This is <agent name>, and I'm calling from Kingsdale Shareholder Services on behalf of Sprott Asset Management about your investment in Central GoldTrust. As you may be aware, Sprott is offering to purchase all of the outstanding units of Central GoldTrust in exchange for units of Sprott Physical Gold Trust on a Net Asset Value to Net Asset Value basis. If you wish to accept the offer, please instruct your investment advisor to tender your units prior to the deadline on July 6 at 5:00 p.m. If you have any questions or require further assistance, we can be reachedtoll-free at 1-888-518-6805. Please refer to[ref #] when calling back. Thank you for your time and have a goodday / evening.
This script does not constitute an offer to buy or the solicitation of an offer to sell any of the securities of GTU or Sprott Physical Gold Trust. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. 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. Full details of the Offer are set out in a takeover bid circular and accompanying offer documents (collectively, the "Offer Documents"), which Sprott filed with the Canadian securities regulatory authorities. In connection with the Offer, the applicable Sprott Physical Trust filed with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form F-10 (the "Registration Statement"), which contains a prospectus relating to the Offer (the "Prospectus"). Sprott and Sprott Physical Gold Trust also filed a tender offer statement on Schedule TO (the "Schedule TO") with respect to the GTU Offer. This script is not a substitute for the Offer Documents, the Prospectus, the Registration Statement or the Schedule TO. GTU 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 CONTAINS IMPORTANT INFORMATION ABOUT SPROTT, THE SPROTT PHYSICAL GOLD TRUST, GTU AND THE OFFER. Materials filed with the Canadian securities regulatory authorities will be available electronically without charge at www.sedar.com<http://www.sedar.com>. Materials filed with the SEC will be available electronically without charge at the SEC's website at www.sec.gov<http://www.sec.gov>.
